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VHI. 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 my 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 fiom or arising out of the negligent or wrongful acts, errors or <br />omissions of SUBRECIPIENT, its officers, directors, employees, agents, subcontractors and suppliers arising <br />out of SUBRECIPIENf'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 torm of this Memorandum of Understanding a policy of comprehensive commercial public <br />liability insurance insuring the CITY, and SUBRECIPIENT 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 cancellation; 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 <br />12 <br />