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P. Assi ,ntf- b'Ility,. None of the duties of, or work to be Performed by, SUBRECIPIlNf
<br />under this Agreement shall bo subcontracted or assigned to any agency, consultant, or person
<br />without the prior "AUen consent of CITY. SUBRIiCIPIENI' must submit all sub mArrims and
<br />other agreements that relate to this Agreement to CITY. No subcontract or assignment shall
<br />terminate or alter the legal obligations of SUBRECIPIENT pursuant to this Agreement.
<br />C. l,clenulilicauion.,I-Iold Harmless. SUBRI C HM ENT shall indemnify, defend and Save
<br />harmless CITY, its oincait employees, agmus, representatives find volunteers from and against any,
<br />and all damages to or for loss of use of property and IS injuries to or death of any person or persons,
<br />including properly and employees or agents orcITY, and shall defend, indemnify and save harmless
<br />Cfl`Y, its oflicers, employees, agents, representatives and volunteers [roll, and against any and all
<br />claims, demands, sails, actions or proceedings of any kind Or nature, including, but not by way of
<br />limitation, workers compensation claims and including attorney {fees and reasonable expenses for
<br />litigation or settlement, resulting from or {wising out of the negligent or wrongtid acts, errors or
<br />omissions Of' SUBRECIPIENT, its officers, directors, cmployees, agents, subcontractors and
<br />supplicrsarising out ofSUBRECIPIENf's performance of this Agreement.
<br />EL Nstu'ance.
<br />I. Commercial General Liability. SUBRECIPIENT agrees to obtain and keep
<br />in torce during the tern, of ties Agreement a pokey ofcomprehensive commercial public liability
<br />insurance insuring the CITY, and SUBREC'IPIENT against any liability for accident, injury or
<br />death arising out ol'or in consequence oFdds Agreement. Such insurance shall be in an amount
<br />not less than One Million Dollars ($1,000,OOO.00) fill, any injury to or death of any person or
<br />persons in any single accident or occurrence. Said policy of comprehensive liability insurance
<br />shall be endorsed to provide to CITY at least thirty (30) clays written notice prior to cancellation;
<br />Willie CITY, its officers, agents, employees, and volunteers, additional insured; and state that such
<br />coverage is primary to" nY other coverage or self insurance and CITY. Governntcntaf entities play
<br />provide praof of`self-insurance.
<br />(a) Such insurance shall: (I) name the City of Santa Ana, its oflicers, agents,
<br />representatives, employees and volunteers as additional insureds (2) tie priivary with respect to
<br />insurance or self-insurance programs maintained by the CITY; (3) contain standard separation of
<br />insurccl's provisions; and (4) give to CffY prompt and timely notice of claim made or At
<br />instituted arising out of SUBREC'IPIENT! operations hereunder.
<br />(b) SUBREMIENf shall: (1) prior to exercising any right under this
<br />Agreement, 1Lrnist, prol erly eseeuted wynemes of insurance and additiomd insured endorsement
<br />to the CffY which shall clearly evidence all coverages required above; (2) provide that such
<br />insurance shall not be materially changed or terminated except on 30 days prior written notiec to
<br />the CITY; (3) maintain such insurance for the period covered by this Agreement; and (4) replace
<br />such uertilicates till, policies expiring prior to the expiration of this Agreement.
<br />(i) Certificates shall list the City as a Certilicate lIOlder' as
<br />follows:
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