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<br />5105 <br /> <br />CITY in implementing and effecting such a reduction and in revising, modifying, or amending <br />the Agreement for such purposes. If such a reduction in funding occurs, SUB RECIPIENT shall <br />be allowed to de-scope accordingly. Where CITY has reasonable grounds to question SUBRE- <br />CIPIENT's fiscal accountability, financial soundness, or compliance with this Agreement, CITY <br />may suspend the operation of this Agreement for up to sixty (60) days upon five (5) days' written <br />notice to SUBRECIPIENT of its intention to so act pending an audit or other resolution of such <br />questions. In no event, however, shall any revisions made by CITY affect expenditures and le- <br />gally binding commitments made by SUB RECIPIENT before it received notice of such revision, <br />provided that such amounts have been committed in good faith and are otherwise allowable and <br />that such commitments are consistent with HUn cash withdrawal guidelines. <br /> <br />XIII. INSURANCE <br /> <br />A. SUB RECIPIENT 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 undertake self-insurance, or shall obtain, at its sole cost, a pol- <br />icy or policies of commercial general liability insurance, or equivalent form, with a combined <br />single limit of not less than $1 Million Dollars per occurrence. <br /> <br />Such insurance shall: (1) 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 SUB RECIPIENT 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 /> <br />21 <br />