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20 Civic Center Plaza
<br /> RO,Box 1988
<br /> Santa Ana, California 92702-1988
<br /> TO SUBRECIPIENT: Community Health Initiative Orange County
<br /> 1505 E. 17th Street, Suite 121
<br /> Santa Ana, CA 92705
<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 /> LY. 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 /> be materially changed or terminated except on 30 days prior written notice to the CITY; (3)maintain such
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