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<br />the granting or denying of such consent shall be at the sole and absolute discretion of the CITY <br />OF SANTA ANA and OCFA. <br /> <br />C. Endorsements. <br /> <br />1) All insurance required herein shall be endorsed to state that "Coverage shall not be <br />suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days prior to <br />written notice by certified mail, return receipt requested, has been given to the CITY OF SANTA <br />ANA and OCFA." <br /> <br />2) The liability policies required herein, except for professional liability (if a stand-above <br />coverage), workers compensation and employers' liability, shall, by endorsement, contain the <br />following provisions: <br /> <br />(a) "The CITY OF SANTA ANA and OCFA, and their respective officers <br />officials, employees, representatives, and volunteers, are hereby declared to be additional <br />insureds as respects the operations, activities, work, errors, or omissions of the named <br />insured arising out of or in connection with any contract or agreement with the CITY OF <br />SANTA ANA." <br /> <br />(b) "This insurance is primary to, and shall not contribute with, any insurance or <br />self-insurance maintained by the CITY OF SANTA ANA, by OCF A, or by any of the <br />designated additional insureds." <br />(c) "This insurance shall apply separately to each insured against whom claim is <br />made or suit is brought, except with respect to the limits of the insurer's liability." <br /> <br />3) Worker's Compensation and Professional Liability policies shall be endorsed to state <br />that the insurer waives all rights of subrogation against the CITY OF SANTA ANA and OCF A, <br />and their respective officers, officials, agents, employees, and volunteers for losses arising from <br />work performed by the CONTRACTOR under this Agreement. <br /> <br />D. All insurance coverages shall be confirmed by execution of endorsements and certificates of <br />insurance. CONTRACTOR is required to file the completed policy endorsements and certificates with <br />CITY OF SANTA ANA and OCF A on or before the Effective Date of this Agreement, and to thereafter <br />maintain current endorsements on file with CITY and OCF A. The completed endorsements and <br />certificates of insurance are subject to the approval of CITY and OCFA. <br /> <br />E. Nothing in this section shall be construed as limiting in any way; the Indemnification and Hold <br />Harmless clause contained herein in this Agreement, or the extent to which CONSULTANT may be held <br />responsible for payments of damages to persons or property. <br /> <br />F. CITY OF SANTA ANA or OCFA shall have the right at any time to review the coverage, <br />form, and limits of insurance required herein. If, in the sole and absolute discretion of the CITY and/or <br />OCF A, the insurance provisions in this Agreement do not provide adequate protection for the CITY OF <br />SANTA ANA and/or OCFA, the CITY and/or OCFA shall have the right to require CONTRACTOR to <br />obtain insurance sufficient in coverage, form, and limits to provide adequate protection and <br />CONTRACTOR shall promptly comply with such requirement. The CITY's and OCF A's requirements <br />shall not be unreasonable, but shall be adequate in the sole opinion of the CITY and OCF A to protect <br />against the kind and nature of risks which exists at the time a change of insurance is required, or <br />thereafter. <br /> <br />ETS91712 <br /> <br />Page 9 <br />