Agmt21 Child Care Coordinating Council of San Mateo County

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16. SUBCONTRACTING. Subrecipient will not subcontract any portion of the Project without prior written approval of City. If Subrecipient subcontracts any portion of the Project, Subrecipient will be fully responsible to City for the acts and omissions of Subrecipient's subcontractor and of the persons either directly or indirectly employed by Subrecipient. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Subrecipient and City. Subrecipient will be responsible for payment of subcontractors. Subrecipient will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Subrecipient's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 17. HOLD HARMLESS. Subrecipient will defend, indemnify and hold harmless City, its Council, officers, boards, commissions, agents and employees (collectively, "Indemnitees") against and from any and all claims, suits or actions of every name, kind and description ("Claims"), which may be brought against Indemnitees, or any of them, by reason of any injury to, or death of, any person (including corporations, partnerships, and associations) or damage suffered or sustained by any such person or property damage (including loss of use thereof) arising from, or alleged to have arisen from, any act or omission to act, negligent or otherwise, of Subrecipient, its officers, agents or employees under this Agreement. Subrecipient will bear all losses, costs, damages, expense and liability of every kind, nature and description, including attorney's fees, experts fees, court costs and disbursements, that arise out of, pertain to, or relate to such Claims, whether directly or indirectly. The duty of Subrecipient to defend, indemnify and hold harmless, as set forth herein, will include the duty to defend as set forth in Section 2778 of the California Civil Code; provided, however, that nothing herein will be construed to require Subrecipient to indemnify Indemnitees against any responsibility or liability in contravention of Section 2782 of the California Civil Code. This Paragraph 16 will survive the termination of this Agreement. REV: 03-16-2021 PR ATTY/AGR.2021.055/Child Care Coordinating Council of San Mateo County (Page 9 of 21)