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G. hidemnification/Hold Harmless. SUBRECIPIENT shall indemnify, defend, and hold harmless CITY and its officers, officials, employees, representatives and agents (collectively, the "Indemnitee"), with counsel reasonably acceptable to CITY, from and against any and all claims, causes of action, liabilities, and damages of any kind or nature, and for, from and against any suits, claims or demands, including legal fees and expenses (collectively, "Claims"), on account of or arising out of the willful misconduct or fraud of SUBRECIPIENT or any of SUBRECIPIENT's employees in the performance of this Agreement; provided, however, that SUBRECIPIENT shall have no obligation to indemnify CITY to extent any of such Claims arise out of the willful misconduct or fraud of CITY. H. 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 CITY, 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 CITY prompt and timely notice of claim made or suit instituted arising out of SUBRECIPIENT's operations hereunder. (b) SUBRECIPIENT shall: (1) prior to exercising any right under this Agreement, furnish properly executed certificates of insurance and additional insured endorsement to the CITY 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 prior to the expiration of this Agreement. (i) Certificates shall list the City as a Certificate Holder as follows: City of Santa Ana Risk Management Division 20 Civic Center Plaza, 4th Floor Santa Ana, CA 92701 2. Automobile Liability Coverage. SUBRECIPIENT shall also obtain and maintain, during the effective period of this Agreement, broad form automobile liability coverage LEGAL_US_W # 107345383.2 13