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8. Subcontractinq. Stanford will not subcontract any portion of the Services without prior written approval of City Manager or hisJher designee. If Stanford subcontracts any of the Services, Stanford will be fully responsible to City for the acts and omissions of Stanford's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Stanford is for the acts and omissions of persons directly employed by Stanford. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Stanford and City. Stanford will be responsible for payment of subcontractors. Stanford will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Stanford's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 9. Indemnification. Stanford will defend, indemnify and hold harmless City and its officers, agents, employees and volunteers from and against all claims, damages, losses and expenses including attorney fees arising out of the performance of the Services, caused in whole or in part by the willful misconduct or any negligent act or omission of Stanford, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the sole negligence or willful misconduct of City. The parties expressly agree that any reasonable payment, attorney's fee, cost or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section. The parties expressly agree that this section shall survive the expiration or early termination of the Agreement. 10. Insurance. Stanford shall obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the Services by Stanford or Stanford's agents, representatives, employees or subcontractors. The insurance carrier is required to maintain an A.M. Best rating of not less than "A-: VII". 10.1 Coveraqes and Limits. Stanford, at its sole expense, shall maintain the types of coverages and minimum limits indicated below, unless otherwise approved by City in writing. These minimum amounts of coverage will not constitute any limitations or cap on Stanford's indemnification obligations under this Agreement. 10.1.1 Commercial General Liabilitv Insurance. Stanford shall maintain occurrence based coverage with limits not less than $1,000,000 per occurrence. If the submitted policies contain aggregate limits, such limits will apply separately to the Services, project, or location that is the subject of this Agreement or the aggregate will be twice the required per REV:05-11-16 FF Page 3 of 15 ATTYlAGR.2016.099/The Stanford Graduate School of Business