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B. SUBRECIPIENT shall obtain, at its sole cost, a policy or policies of com- <br />mercial general liability insurance, or equivalent form, with a combined single limit <br />of not less than $1,000,000 per occurrence. <br />Such insurance shall: (1) name the City of Santa Ana, its officers, agents, <br />representatives, employees and volunteers as additional insureds; (2) be primary <br />with respect to insurance or self-insurance programs maintained by the CITY; (3) <br />contain standard separation of insureds provisions; and (4) give to CITY prompt and <br />timely notice of claim made or suit instituted arising out of SUBRECIPIENT's opera- <br />tions hereunder. <br />SUBRECIPIENT shall: (i) prior to exercising any right under this Agree- <br />ment, furnish properly executed certificates of insurance and additional insured en- <br />dorsement to the CITY which shall clearly evidence all coverages required above; <br />(ii) provide that such insurance shall not be materially changed or terminated except <br />on thirty (30) days prior written notice to the CITY; (iii) maintain such insurance for <br />the period covered by this Agreement; and (d) replace such certificates for policies <br />expiring prior to the expiration of this Agreement. <br />Xlll. EXCLUSIVITY AND AMENDMENT TO AGREEMENT <br />This Agreement supersedes any and all other agreements, either oral or in <br />writing, between the parties hereto with respect to the use of CITY's ESG funds by <br />SUBRECIPIENT and contains all the covenants and agreements between the parties <br />with respect to such employment in any manner whatsoever. Each party to this <br />Agreement acknowledges that no representations, inducements, promises or <br />Agreements, orally or otherwise, have been made by any party, or anyone acting on <br />behalf of any party, which are not embodied herein, and that no other agreement or <br />amendment hereto shall be effective unless executed in writing and signed by both <br />CITY and SUBRECIPIENT. <br />XIV. LAWS GOVERNING THIS AGREEMENT <br />This Agreement shall be governed by and construed in accordance with the <br />laws of the State of California, and all applicable federal laws and regulations. <br />XV. VALIDITY <br />The invalidity in whole or in part of any provision of this Agreement shall not <br />void or affect the validity of any other provision of this Agreement. <br />11 <br />