SANTA ANA UNIFIED SCHOOL DISTRICT (23)

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Section, and without otherwise limiting the District's discretion to determine an alternative to form CG 2010 11/85, a combination of ISO forms CG 2010 10/01 and CG 2037 10/01 shall be deemed an acceptable alternative to ISO form CG 201011/85. Section 6.5 Waiver of Subrogation. With respect to the District and the District Agents, the Partner, on behalf of itself and its insurers, hereby waives any and all rights to subrogation that any such insurer may acquire by virtue of the payment of any loss in connection with the Required Policies. Each of the General Liability Policy, the Vehicle Liability Policy, the Abuse Policy, and the Professional Liability Policy must be endorsed with a cross -liability endorsement and a waiver of the insurer's rights of subrogation against the District and the District Agents. The Worker Compensation Policy must be endorsed with a waiver of the insurer's rights of subrogation against the District and the District Agents. Section 6.6 Partner Insurance is Primary. To the extent permitted by law, the Required Policies shall be primary and non-contributing with respect to any insurance or self-insurance programs covering the District and/or any of the District Agents. Each of the General Liability Policy, the Vehicle Liability Policy, the Abuse Policy, Cyber Liability, and the Professional Liability Policy must be endorsed to provide that it is so primary and non-contributory. Section 6.7 Deductibles and Self -Insured Retentions. Prior to commencing any of services pursuant to this Agreement, the Partner must disclose in writing to the District any and all deductibles and self -insured retentions applicable to any of the insurance policies the Partner is to have in effect pursuant to this Agreement. Each deductible or self -insured retention requirement in excess of $10,000 is subject to discretionary approval by the District and, at the option of the District, the Partner either: (1) must cause the insurer to reduce or eliminate such deductibles or self -insured retentions with respect to claims arising in connection with this Agreement; or (ii) must provide a financial guarantee satisfactory to the District that guarantees payment of losses and related investigations, claim administration, and defense expenses. Each insurance policy that is subject to any deductible or self -insured retention must be endorsed to permit the District to pay the deductible or retention in the event the Partner is the subject of any bankruptcy proceeding (whether voluntary or involuntary) or otherwise is unable to, or does not, pay such amount. Section 6.8 Evidence of Coverage. Prior to, and as a condition precedent to, commencing the Services, the Partner must provide to the District such duly -authorized and executed certificates of insurance as reasonably evidence that Required Policies are in full force and effect (each a "Certificate of Insurance"), together with a copy of each and all endorsements required pursuant to this Agreement. The Certificates of Insurance shall identify those who are to be named as additional insureds in accordance with this Agreement. The Partner must, as applicable: (1) provide written notice to the District not less than thirty days prior to any cancellation, termination, reduction in coverage, or expiration without renewal of any such insurance policy; and (ii) provide updated Certificates of Insurance to the District promptly upon renewal of any of the Required Policies. PART 7. DISPUTE RESOLUTION AND TERMINATION Section 7.1 Governing Law. Notwithstanding any conflict -of -laws, choice of law, or other provision in any federal, state, or local law or other governmental requirement, this Agreement shall be governed by and interpreted in accordance with the laws of the State of California. Each and every claim, demand, action and other proceeding that arises from this Agreement shall be initiated and District Agreement Number: 22/23-171 Page 9 005382.0128R�quested Department: Carver Elementary School 073334.2