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<br />. . <br /> <br />'-" <br /> <br />'wi <br /> <br />VIII. ASSIGNABILITY <br /> <br />SUBRECIPIENT shall not assign nor transfer any interest in this Agreement, <br />whether by assignment or novation, without the prior written consent of CITY; provided, <br />however, that claims for money due or to become due SUBRECIPIENT from CITY under <br />this Agreement may be assigned to a bank, trust company or other financial institution, or <br />to a trustee in bankruptcy, without such approval. Notice of any such assignment or <br />transfer shall be promptly furnished to CITY. <br /> <br />IX. HOLD HARMLESS <br /> <br />SUBRECIPIENT shall indemnify and save harmless CITY, its officers, employees, <br />agents, representatives and volunteers from and against any and all damages to or for <br />loss of use of property and for injuries to or death of any person or persons, including <br />property and employees or agents of CITY, and shall defend, indemnify and save <br />harmless CITY, its officers, employees, agents, representatives and volunteers from and <br />against any and all claims, demands, suits, actions or proceedings of any kind or nature, <br />including, but not by way of limitation, workers compensation claims and including attorney <br />fees and reasonable expenses for litigation or settlement, resulting from or arising out of <br />the negligent or wrongful acts, errors or omissions of SUBRECIPIENT, its officers, <br />directors, employees, agents, subcontractors and suppliers arising out of <br />SUBRECIPIENT's performance of this Agreement. <br /> <br />X. INSURANCE <br /> <br />A. SUBRECIPIENT shall fumish the CITY Clerk's Office with an insurance <br />certificate from its workers compensation insurance carrier certifying that it carries such <br />insurance as established and required under California law and that the policy shall not be <br />canceled nor the coverage reduced except upon thirty (3D) days prior notice to CITY. <br /> <br />B. SUBRECIPIENT shall obtain, at its sole cost, a policy or policies of <br />commercial general liability insurance, or equivalent form, with a combined single limit <br />of not less than $1,000,000 per occurrence. <br /> <br />Such insurance shall: (1) name the City of Santa Ana, its officers, agents, <br />representatives, employees and volunteers as additional insureds; (2) be primary with <br />respect to insurance or self-insurance programs maintained by the CITY; (3) contain <br />standard separation of insureds provisions; and (4) give to CITY prompt and timely <br />notice of claim made or suit instituted arising out of SUBRECIPIENT's operations <br />hereunder. <br /> <br />Page 9 of 14 <br />