| TO CITY:    			City of Santa Ana
<br />      							Community Development Agency(M-25)
<br />      							20 Civic Center Plaza
<br />      							P.O, Box 1988
<br />      							Santa Ana, California 92702-1988
<br />     		TO SUBRECIPIENT:      	Project Mope Alliance
<br />      							1954 Placentia Avenue, Suite 202
<br />      							Costa Mesa,CA 92627
<br />     		VIII.   ASSIGNABILITY
<br />       			None of the duties of, or work to be performed by, SUBRECIPIENT under this Agreement shall be
<br />     		subcontracted or assigned to any agency, consultant, or person without the prior written consent of CITY.
<br />     		SUBRECIPIENT must submit all subcontracts and other agreements that relate to this Agreement to CITY.
<br />     		No subcontract or assignment shall terminate or alter the legal obligations of SUBRECIPTENT pursuant to
<br />     		this Agreement,
<br />     		IX.      HOLD HARMLESS
<br />       			SUBRECIPIENT shall indemnify, defend and save harmless CITY, its officers, employees, agents,
<br />     		representatives and volunteers from and against any and all damages to or for loss of use of property and for
<br />     		injuries to or death of any person or persons, including property and employees or agents of CITY, and shall
<br />     		defend, indemnify and save harmless CITY, its officers, employees, agents, representatives and volunteers
<br />     		from and against any and all claims, demands, suits, actions or proceedings of any kind or nature, including,
<br />     		but not by way of limitation, workers compensation claims and including attorney fees and reasonable
<br />     		expenses for litigation or settlement, resulting from or arising out of the negligent or wrongful acts, errors or
<br />     		omissions of SUBRECIPTENT,its officers, directors, employees, agents,subcontractors and suppliers arising
<br />     		out of SUBRECIPIENT's performance of this Agreement.
<br />     		X. INSURANCE
<br />       				1.    Commercial General Liability.  SUBRECIPIENT agrees to obtain and keep in force
<br />     		during the term of this Agreement a policy of comprehensive commercial public liability insurance
<br />     		insuring the CITY, and SUBRECIPIENT against any liability for accident, injury or death arising out of
<br />     		or in consequence of this Agreement.  Such insurance shall be in an amount not less than One Million
<br />    		Dollars ($1,000,000.00) for any injury to or death of any person or persons in any single accident or
<br />     		occurrence.  Said policy of comprehensive liability insurance shall be endorsed to provide to CITY at
<br />     		least thirty(30) days written notice prior to cancellation; name CITY, its officers, agents, employees, and
<br />    		volunteers, additional insured; and state that such coverage is primary to any other coverage or self-
<br />    		insurance and CITY. Governmental entities may provide proof of self-insurance.
<br />   						(a) Such insurance shall: (1) name the City of Santa Ana, its officers, agents,
<br />    		representatives,  employees and volunteers as  additional  insured's;  (2) be primary with respect to
<br />    		insurance or self-insurance programs maintained by the CITY;  (3) contain standard separation of
<br />    		insured's provisions; and (4) give to CITY prompt and timely notice of claim made or suit instituted
<br />    		arising out of SUBRECIPIENT's operations hereunder.
<br />   						(b)  SUBRECIPIENT  shall:  (1)  prior  to  exercising  any  right  under  this
<br />    		Agreement, furnish properly executed certificates of insurance and additional insured endorsement to the
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