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8/14/O1 LS TO CITY: City of Santa Ana Community Development Agency (M-25) 20 Civic Center Plaza P.O. Box 1988 Santa Ana CA 92702-1988 TO SUBRECIPIENT: FRIENDSHIP SHELTER, INC. PO BOX 4252 LAGUNA BEACH, CA 92652-4252 IX. ASSIGNABILITY None of the duties of, or work to be performed by, SUBRECIPIENT under this Agree- ment shall be subcontracted or assigned to any agency, consultant, or person without the prior written consent of CITY. SUBRECIPIENT must submit all subcontracts and other agreements that relate to this Agreement to CITY. No subcontract or assignment shall terminate or alter the legal obligations of SUBRECIPIENT pursuant to this Agreement. X. HOLD HARMLESS SUBRECIPIENT shall defend, indemnify and save harmless CITY, its officers, agents, employees, representatives and volunteers from and against any and all damages to property or injuries to or death of any person or persons, including property and employees or agents of CITY, and shall defend, indemnify and save harmless CITY, its officers, agents, employees, rep- resentatives and volunteers from and against any and all claims, demands, suits, actions or pro- ceedings of any kind or nature, including, but not by way of limitation, workers compensation claims, and including attorney fees and reasonable expenses for litigation or settlement, resulting from or arising out of the negligent or wrongful acts, errors or omissions of SUBRECIPIENT, its officers, directors, employees, agents, subcontractors and suppliers arising out of SUBRECIPI- ENT's perforinance of this Agreement. XI. TERMINATION This Agreement may be terminated in accordance with Federal Register 24 CFR Part 576 as follows: A. This Agreement may be terminated by CITY on thirty (30) days' written notice by ei- ther party. In the event of such termination, SUBRECIPIENT shall only be entitled to reim- bursement for approved expenses incurred to the effective date of termination. B. This Agreement may be suspended or terminated by CITY upon five (5) days' written notice for violation by SUBRECIPIENT of Federal, state and/or local laws governing the use of Emergency Shelter Grant funds. Furthermore, the SUBRECIPIENT shall comply with the Con- ditional Use permit requirements. For failure to comply with the aforementioned terms, suspen- 18