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<br />'-" <br /> <br />...., <br /> <br />S/14/01L5 <br /> <br />XIII. INSURANCE <br /> <br />A. SUBRECIPIENT shall furnish CITY's Clerk of the Council with an insurance certifi- <br />cate from its workers' compensation insurance carrier certifying that it carries such insurance and <br />that the policy shall not be canceled nor the coverage reduced except upon thirty (30) days prior <br />notice to CITY. <br /> <br />B. SUBRECIPIENT shall obtain, at its sole cost, a policy or policies of commercial gen- <br />eralliability insurance, or equivalent form, with a combined single limit of not less than <br />$1 Million Dollars per occurrence. <br /> <br />Such insurance shall: (I) name the City of Santa Ana, its officers, agents, employees and <br />volunteers as additional insureds; (2) be primary with respect to insurance or self-insurance pro- <br />grams maintained by the CITY; (3) contain standard separation of insureds provisions; and (4) <br />give to CITY prompt and timely notice of claim made or suit instituted arising out of SUBRE- <br />CIPIENT's operations hereunder. <br /> <br />SUBRECIPIENT shall: (i) prior to exercising any right under this Agreement, furnish <br />properly executed certificates of insurance and additional insured endorsement to the CITY <br />which shall clearly evidence all coverages required above; (ii) provide that such insurance shall <br />not be materially changed or terminated except on thirty (30) days prior written notice to the <br />CITY; (iii) maintain such insurance for the period covered by this Agreement; and (d) replace <br />such certificates for policies expiring prior to the expiration of this Agreement. <br /> <br />XIV. EXCLUSIVITY AND AMENDMENT TO AGREEMENT <br /> <br />This Agreement supersedes any and all other agreements, either oral or in writing, be- <br />tween the parties hereto with respect to the use of CITY's ESG funds by SUBRECIPIENT and <br />contains all the covenants and agreements between the parties with respect to such employment <br />in any manner whatsoever. Each party to this Agreement acknowledges that no representations, <br />inducements, promises or Agreements, orally or otherwise, have been made by any party, or any- <br />one acting on 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 CITY and <br />SUBRECIPIENT. <br /> <br />XV. LAWS GOVERNING THIS AGREEMENT <br /> <br />This Agreement shall be governed by and construed in accordance with the laws of the <br />State of California, and all applicable federal laws and regulations. <br /> <br />20 <br />