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Vltl. HOLD HARMLESS <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 fior 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 compensa#ion 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 />IX. INSURANCE <br />A. SUBRECIPIENT shall furnish 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 shallrot be <br />canceled nor` the coverage reduced except upon thirty (30) days prior notice to CITY.' <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 />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 />SUBRECIPIENT shall: (a) prior to exercising any right under this <br />Agreement, furnish properly executed certificates of insurance and additional insured <br />endorsement to the CITY for approval by the City's City Attorney which shall clearly <br />evidence all coverage required above; (b) provide that such insurance shall not be <br />materially changed or terminated except on 30 days prior written notice to the .CITY; (c) <br />maintain such insurance for the period covered by this Agreement; and (d) replace such <br />certificates for policies expiring prior to the expiration of this Agreement. <br />Page 7}} of 11 <br />