COMMUNITY HEALTH INITIATIVE OF ORANGE COUNTY

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P.O. Box 1988 Santa Ana, California 92702-1988 TO SUBRECIPIENT: Georgina Maldonado Community Health Initiative of Orange County 1505 E.17" Street, Suite 121 Santa Ana, CA 92705 VHI. ASSIGNABHdTY None of the duties of, or work to be performed by, SUBRECIPIENT under this Agreement shall be subcontracted or assigned to any agency, consultant, or person without the prior written consent of C1T e SUBRECIPIENT must submit all subcontracts and other agreements that relate to this Agreement to C1TY. No subcontract or assignment shall terminate or alter the legal obligations of SUBRECIP]ENT pursuant to this Agreement. IX. HOLD HARMLESS SUBRECIPIENT shall indemnify, defend and save harmless CITY, its officers, employees, agents, representatives and volunteers from and against any and all damages to or for loss of use of property and for injuries to or death of any person or persons, including property and employees or agents of CITY, and shall defend indemnify and save harmless CITY, its officers, employees, agents, representatives and volunteers from and against any and all claims, demands, suits, actions or proceedings of any k nd or nature, including, but not by way of limitation workers compensation claims and including attorney fees and reasonable expenses for litigation or settlement, resulting from or arising out of the negligent or wrongful acts, errors or omissions of SUBRECIPIENT, its officers, directors, employees, agents, subcontractors and suppliers arising out of SUBRECIPIENPs performance of this Agreement. X. INSURANCE 1. Commercial General Liability SUBRECIPIENT agrees to obtain and keep in force during the term of this Agreement a policy of comprehensive commercial public liability insurance insuring the CPPY, and SUBRECIPIENT against any liability for accident, injury or death arising out of or in consequence of this Agreement. Such insurance shall be in an amount not less than One Million Dollars ($1,000,000.00) for any injury to or death of any person or persons in any single accident or occurrence. Said policy of comprehensive liability insurance shall be endorsed to provide to CITY at least thirty (30) days written notice prior to cancellation; name CITY, its officers, agents, employees, and volunteers, additional insured; and state that such coverage is primary to any other coverage or self- insurance and CITY. Governmental entities may provide proof of self-insurance. (a) Such insurance shall: (1) name the City of Santa Ana, its officers, agents, representatives, employees and volunteers as additional insured's; (2) be primary with respect to insurance or self-insurance programs maintained by the CITY; (3) contain standard separation of insured's provisions; and (4) give to CrfY prompt and timely notice, of claim made or suit instituted arising out of SUBRECIPIENT's operations hereunder, (b) SUBRECIPIENT shall: (1) prior to exeroising any right under this Agreement, furnish properly executed certificates of insurance and additional insured endorsement to the CrrY which shall clearly evidence all coverages required above; (2) provide that such insurance shall not be materially changed or terminated except on 30 days prior written notice to the CITY; (3) maintain such insurance for the period covered by this Agreement; and (4) replace such certificates for policies expiring 11