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d. Professional Liability Insurance providing coverage on a claims made basis for <br />errors, omissions, or malpractice with limits of not less than one million <br />($1,000,000) dollars. <br />e. Additional Insured Coverage <br />i. Commercial General Liability Insurance: The City, its officials, employees, <br />and volunteers shall be covered by policy terms or endorsement as <br />additional insureds as respects general liability arising out of: activities <br />performed by or on behalf of Immigrant Defenders, its sub- consultants, and <br />subcontractors; products and completed operations of Immigrant <br />Defenders, its sub -consultants, and subcontractors; and premises owned, <br />leased, or used by h ur igrant Defenders, its sub -consultants, and <br />subcontractors. <br />ii. Automobile Liability Insurance: The City, its officials, employees, and <br />volunteers shall be covered by policy terms or endorsement as additional <br />insureds as respects auto liability. <br />f. Immigrant Defenders shall require and verify that all sub -consultants and <br />subcontractors maintain insurance coverage that meets the minimum scope and <br />limits of insurance coverage specified in this Section above. <br />11. INDEPENDENT CONTRACTOR <br />It is understood and agreed that Immigrant Defenders (including Immigrant Defenders' <br />employees) is an independent contractor and that no relationship of employer -employee exists <br />between the parties hereto for any purpose whatsoever. Neither Immigrant Defenders nor <br />Immigrant Defenders' assigned personnel shall be entitled to any benefits payable to employees <br />of City. City is not required to make any deductions or withholdings from the Grant Award. As <br />an independent contractor, Immigrant Defenders hereby agrees to indemnify and hold City <br />harmless from any and all claims that may be made against City based upon any contention by <br />any of Immigrant Defenders' employees or by any third parry, including but not limited to any <br />state or federal agency, that an employer -employee relationship or a substitute therefor exists for <br />any purpose whatsoever by reason of this Agreement or by reason of the nature and/or <br />performance of any services under this Agreement. <br />12. SUSPENSION OR TERMINATION <br />City shall have the right at any time to temporarily suspend Immigrant Defenders' <br />performance hereunder and/or any Funding, in whole or in part, by giving a written thirty -day <br />notice of suspension to Immigrant Defenders. If City gives such notice of suspension, Immigrant <br />Defenders shall immediately suspend its activities under this Agreement, as specified in such <br />notice. Nothing in this Agreement shall be deemed to be a waiver of the City's right to recover <br />from Immigrant Defenders any portion of the Funding that has not been spent in accordance with <br />this Agreement or that has not been spent as of the date of notice under this subsection. <br />M <br />