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20 Civic Center Plaza <br />P.O. Box 1988 <br />Santa Ana, California 92702-1988 <br />TO SUBRECIPIENT: Justine Pahnore <br />StandUP for IUds <br />P.O. BOX 14398 <br />Irvine, CA 92623 <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 SUBRECIPIENT 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 SUBRECIPIENT, 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 <br />CITY which shall clearly evidence all coverages required above; (2) provide that such insurance shall not <br />11 <br />