IMMIGRANT DEFENDERS LAW CENTER (9)

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may cover programmatic as well as fiscal matters. 7. ASSIGNMENT ImmDef shall not assign any rights or duties under this Agreement to a third party without the express prior written consent of City. ImmDef agrees that the City shall have the right to approve any and all subcontractors and subcontractors to be used by ImmDef in the performance of this Agreement before ImmDef contracts with or otherwise engages any such subcontractors or subcontractors. 8. RELATIONSHIP OF PARTIES It is understood and agreed by and between the parties that ImmDef in the performance of this Agreement, shall not act nor is it at any time authorized to act, as the agent or representative of the City in any matter. ImmDef further agrees that it will not in any manner hold itself out as the agent or representative of the City or act in such a fashion as would give the impression to a reasonable person that ImmDef is acting in such a capacity. 9. INDEMNIFICATION ImmDef agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages,just compensation,restitution,judicial or equitable relief arising out of third party claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of ImmDef, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding.Notwithstanding the foregoing, to the extent ImmDef services are subject to Civil Code Section 2782.8, the above indemnity shall be limited,to the extent required by Civil Code Section 2782.8,to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of ImmDef. 10. INSURANCE REQUIREMENTS Prior to undertaking performance of work under this Agreement, ImmDef shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by ImmDef. MINIMUM SCOPE AND LIMIT OF INSURANCE I. Commercial General Liability(CGL): Insurance Services Office Form CG 00 01 covering CGL on an"occurrence" basis, including products and completed operations, property damage,bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence and$4,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies.