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5/05 CITY in implementing and effecting such a reduction and in revising, modifying, or amending the Agreement for such purposes. If such a reduction in funding occurs, SUBRECIPIENT shall be allowed to de-scope accordingly. Where CITY has reasonable grounds to question SUBRE- CIPIENT's fiscal accountability, financial soundness, or compliance with this Agreement, CITY may suspend the operation of this Agreement for up to sixty (60) days upon five (5) days' written notice to SUBRECIPIENT of its intention to so act pending an audit or other resolution of such questions. In no event, however, shall any revisions made by CITY affect expenditures and le- gally binding commitments made by SUB RECIPIENT before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with HUD cash withdrawal guidelines. XIII. INSURANCE A. SUB RECIPIENT 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 undertake self-insurance, or shall obtain, at its sole cost, a pol- icy or policies of commercial general liability insurance, or equivalent form, with a combined single limit of not less than $1 Million Dollars per occurrence. Such insurance shall: (I) 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 SUB RECIPIENT 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 21