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<br />A. Inasmuch as this AGREEMENT is intended to secure the specialized services of the <br />SUB GRANTEE, SUB GRANTEE may not assign, transfer, delegate, or sublet any <br />interest therein without the prior written consent of the CITY and any such <br />assignment, transfer, delegation or sublease without the CITY's prior written consent <br />shall be considered null and void. <br /> <br />B. Nothing in this AGREEMENT shall be construed to limit the CITY's ability to have <br />any of the services which are the subject of this AGREEMENT performed by CITY <br />personnel or by other SUBGRANTEES retained by the CITY. <br /> <br />9. TERMINATION <br /> <br />Any of the parties may cancel this AGREEMENT by giving thirty (30) days written notice of <br />said cancellation to the other party. <br /> <br />A. In the event of termination or cancellation for any reason, CITY shall only be <br />responsible to pay for services rendered up to such termination. <br /> <br />10. INDEMNIFICATION <br /> <br />SUB GRANTEE hereby agrees to protect, defend, indemnify and hold save harmless CITY, <br />its officers, and employees against any and all liability, claims, judgments, costs and <br />demands, however caused , including those resulting from death or injury to <br />SUBGRANTEE'S employees and damage to SUBGRANTEE'S property, arising directly or <br />indirectly our of the obligations or operations herein undertaken by SUBGRANTEE, <br />including those arising from the concurrent negligence of CITY, but save and except those <br />which arise out of the sole negligence, or the sole willful misconduct of CITY. <br />SUB GRANTEE will conduct all defense at its sole cost and expense. CITY shall be <br />reimbursed by SUB GRANTEE for all cost or attorney's fees incurred by CITY in enforcing <br />this obligation. <br /> <br />II. WORKER'S COMPENSATION <br /> <br />A. Pursuant to California Labor Code Section 1861, SUB GRANTEE acknowledges <br />awareness of Labor Code Section 3700 et seq., which requires every employer to be <br />insured against liability for workers' compensation. SUB GRANTEE covenants that <br />it will comply with such provisions prior to commencing performance of the work <br />hereunder. <br /> <br />B. SUBGRANTEE shall maintain at all times incident hereto, in forms and underwritten <br />by insurance companies satisfactory to CITY, workers' compensation insurance in an <br />amount of not less than: <br /> <br />I. One Hundred Thousand Dollars ($100,000) bodily injury by accident, each <br />occurrence; <br /> <br />Page 4 of 8 <br />