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VDI. ASSIGNABILITY
<br />None of the duties of, or work to be performed by, SUBRECIPIENT under this Memorandum of
<br />Understanding shall be subcontracted or assigned to any agency, consultant, or person without the prior
<br />written consent of CITY, SUBRECIPIENT must submit all subcontracts and other Memorandum of
<br />Understanding s that relate to this Memorandum of Understanding to CITY, No subcontract or assignment
<br />shall terminate or alter the legal obligations of SUBRECIPIENT pursuant to this Memorandum of
<br />Understanding.
<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 wrongad acts, errors or
<br />omissions of SUBRECIPIENT, its officers, directors, employees, agents, subcontractors and suppliers arising
<br />out of SUBRECIPIENT's performance of this Memorandum of Understanding,
<br />X. INSURANCE
<br />1. Commercial General Liability.SUBRECIPIENT agrees to obtain and keep in force
<br />during the term of this Memorandum of Understanding a policy of comprehensive commercial public
<br />liability insurance insuring the CITY, and SUBRECIPIWT against any liability for accident, injury or
<br />death arising out of or in consequence of this Memorandum of Understanding. Such insurance shall be
<br />in an amount not less than One Million Dollars ($1,000,000.00) for any injury to or death of any person
<br />or persons in any single accident or occurrence. Said policy of comprehensive liability insurance shall be
<br />endorsed to provide to CITY at least thirty (30) days written notice prior to cancollation;, name CITY, its
<br />officers, agents, employees, and volunteers, additional insured; and state that such coverage is primary to
<br />any other coverage or self-insurance and CITY. Governmental entities may provide proof of. self-
<br />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 />Memorandum of Understanding , furnish properly executed certificates of insurance and additional
<br />insured endorsement to the CITY which shall clearly evidence all coverages required above; (2) provide
<br />that such insurance shall not be materially changed or terminated except on 30 days prior written notice to
<br />the CITY; (3) maintain such insurance for the period covered by this Memorandum of Understanding ;
<br />and (4) replace such certificates for policies expiring prior to the expiration of this Memorandum of
<br />Understanding
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