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&05 Cl TY i n i mpl ementi ng and effecti ng such a reducti on and i n revi si ng, modi fyi ng, or amendi ng the Agreernent for such purposes. If such a reduction in funding occurs, SUBRECIR ENT shall be al I owed to de -scope accordi ngl y. Where Cl TY has reasonabl a grounds to questi on SU B RE - CI R ENT's f i scal accountabi I i ty, f nand ai soundness, or compl i ance wi th thi s Agreement, Cl TY may suspend the operation of this Agreement for up to sixty (60) days upon five (5) days' written noti ce to SU BRECI R ENT of i is i ntenti on to so act pendi ng an audi t or other resol uti on of such questi ons. I n no event, however, shat I any revi si ons made by CI TY affect expendi tures and I e - gal I y bi ndi ng commi tments made by SU BRECI R ENT before i t recei ved roti ce of such revi si on, provi ded that such amounts have been commi tted i n good fai th and are otherwi se all I owabl a and that such commi tments are coni stent wi th H U D cash wi thdrawai gui del i ries. XIII. INSURANCE A. SU B RECI RENT shall furnish CI TY's Clerk of the Council with an insurance certifi- cate ertifi- cate from its workers' compensation insurance carrier certifying that it carries such insurance and that the pol i cy shai I not be cancel ed nor the coverage reduced except upon thi rty (30) days pri or noti ce to Cl TY. B. SUBRECI R ENT shall undertake self-insurance, or shall obtain, at its sole cost, a pol- icy or policies of commercial general I i abi I i ty insurance, or equivalent form, with a combined si ngl e I i mi t of not less than $1 M i I I i on Dol I ars per occurrence. Such insurance shal I : (1) name the City of Santa Ana, its offi cerss agents, employees and volunteers as addi ti onal insureds; (2) be primary with respect to i nsurance or self-insurance pro- grams mai ntai ned by the Cl TY; (3) contai n standard separati on of i nsureds provi si ons; and (4) gi ve to Cl TY prompt and ti mely noti ce of d ai m made or sui t i nsti tuted ari si ng out of SU BRE - CI PI ENT's operations hereunder. SU BRECI PI ENT shal 1: (i) pri or to exerd si ng any ri ght under thi s Agreement, furni sh properly executed certificates of insurance and additional insured endorsement to the CITY which shall dearly evidence ail coverages required above, (ii) provide that such insurance shat I not be materi al I y changed or terminated except on thirty (30) days prior written notice to the CI TY; (i i i) mai ntai n such i nsurance for the peri od covered by thi s Agreement; and (d) repl aoe such certi fi cates for pol i ci es expi ri ng pri or to the expi rati on of thi s Agreement. XIV. EXCLUSIVITY AND AMENDMENT TO AGREEMENT This Agreement supersedes any and all other agreements, either oral or in writing, be- tween the parti es hereto wi th respect to the use of Cl TY's ESG funds by SU BRECI PI ENT 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 an- yone acti ng on behal f of any party, whi ch are not embodi ed herei n, and that no other agreement or amendment hereto shall I be effecti ve unl ess execrated i n wri ti ng and si gned by both Cl TY and 21