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5/05 <br />TO SUBRECIPIENT: WISEplace <br />1411 N. Broadway <br />Santa Ana, CA 92706 <br />VIII. ASSIGNABILITY <br />None of the duties of, or work to be performed by, SUBRECIPIENT under this Agreement <br />shall be subcontracted or assigned to any agency, consultant, or person without the prior written <br />consent of CITY. SUBRECIPIENT must submit all subcontracts and other agreements that relate <br />to this Agreement to CITY. No subcontract or assignment shall terminate or alter the legal <br />obligations of SUBRECIPIENT pursuant to this Agreement. <br />IX. HOLD HARMLESS <br />SUBRECIPIENT shall indemnify 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 <br />and for injuries to or death of any person or persons, including property and employees or agents of <br />CITY, and shall defend, indemnify and save harmless CITY, its officers, employees, agents, <br />representatives and volunteers from and against any and all claims, demands, suits, actions or <br />proceedings of any kind or nature, including, but not by way of limitation, workers compensation <br />claims and including attorney fees and reasonable expenses for litigation or settlement, resulting <br />from or arising out of the negligent or wrongful acts, errors or omissions of SUBRECIPIENT, its <br />officers, directors, employees, agents, subcontractors and suppliers arising out of <br />SUBRECIPIENT's performance of this Agreement. <br />X. INSURANCE <br />A. In accordance with the provisions of Section 3300 of the Labor Code, if <br />SUBRECIPIENT has any employees it is required to be insured against liability for worker's <br />compensation or to undertake self - insurance. Prior to commencing performance of this <br />Agreement, SUBRECIPIENT agrees to obtain and maintain employer's liability insurance with <br />limits not less than $1,000,000 per accident. If SUBRECIPIENT has no employees, nor workers' <br />compensation coverage, it must execute a Declaration available from the CITY, and update as is <br />necessary. <br />B. SUBRECIPIENT shall undertake self - insurance, or shall obtain, at its sole cost, a <br />policy or policies of commercial general liability insurance, or equivalent form, with a combined <br />single limit of not less than S 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 respect to <br />Is <br />