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6 s r n p J share GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of California, USA. Both parties further agree that Orange County, California,shall be the venue for any action or proceeding that may be brought or arise out of, in connection with,or by reason of this Agreement. INSURANCE: Licensor shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with products and materials supplied to the City.The total cost of such insurance shall be borne by the Licensor. Such insurance shall be at least as broad as: a. Minimum Scope and Limit of Insurance (1) Commercial General Liability(CGL). Insurance Services Office ("ISO") Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal &advertising injury with limits no less than$1,000,000 per occurrence and $2,000,000 aggregate. (2) Broader Coverage. If the Licensor maintains broader coverage and/or higher limits than the minimums shown above,the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Licensor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions The above required insurance policies are to contain or be endorsed to contain the following provisions: (1) Additional Insured Status. The City of Santa Ana, its City Council, its officers,officials, employees,agents, and volunteers are to be covered as additional insured on the policies required above,with respect to liability arising out of work or operations performed by or on behalf of the Licensor including materials, parts, or equipment furnished in connection with such work or operations. (2) Certificate Holder. The Certificate Holder on each evidence of insurance certificate shall be: City of Santa Ana,Attn: (name of department staff responsible for Agreement), 20 Civic Center Plaza M-XX(responsible staff's department mailbox),Santa Ana, CA 92701. c. Verification of Coverage. Licensor shall furnish the city with original Certificates of Insurance including all required amendatory endorsement(or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However,failure to obtain the required documents prior to the work beginning shall not waive the Licensor's obligation to provide them. The City reserves the right to require complete,certified copies of all required insurance policies, including endorsements required by these specifications,at any time. Version 24004