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\w .-..; 8/14/0IIB XIII. INSURANCE A. SUBRECIPIENT shall furnish CITY's Clerk of the Council with an insurance certifi- cate from its workers' compensation insurance carrier certifying that it carries such insurance and that the policy shall not be canceled nor the coverage reduced except upon thirty (30) days prior notice to CITY. B. SUBRECIPIENT shall obtain, at its sole cost, a policy or policies of commercial gen- eralliability insurance, or equivalent form, with a combined single limit of not less than $1 Million Dollars per occurrence. Such insurance shall: (1) name the City of Santa Ana, its officers, agents, employees and volunteers as additional insureds; (2) be primary with respect to insurance or self-insurance pro- grams maintained by the CITY; (3) contain standard separation of insureds provisions; and (4) give to CITY prompt and timely notice of claim made or suit instituted arising out of SUBRE- CIPIENT's operations hereunder. SUBRECIPIENT shall: (i) 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; (ii) provide that such insurance shall not be materially changed or terminated except on thirty (30) days prior written notice to the CITY; (iii) maintain such insurance for the period covered by this Agreement; and (d) replace such certificates for policies expiring prior to the expiration of this Agreement. XIV. EXCLUSIVITY AND AMENDMENT TO AGREEMENT This Agreement supersedes any and all other agreements, either oral or in writing, be- tween the parties hereto with respect to the use of CITY's ESG funds by SUBRECIPIENT and contains all the covenants and agreements between the parties with respect to such employment in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or Agreements, orally or otherwise, have been made by any party, or any- one acting on behalf of any party, which are not embodied herein, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both CITY and SUBRECIPIENT. xv. LAWS GOVERNING THIS AGREEMENT This Agreement shall be governed by and construed in accordance with the laws of the State of California, and all applicable federal laws and regulations. 20