Item 39 - Agreement with the Orange County School of the Arts

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10. SUBCONTRACTING CITY shall not subcontract any portion of the work to be performed under this Agreement without prior written authorization of the Santa Ana City Manager or designee and OCSA. 11. ASSIGNMENT The parties agree the expertise and experience of City are material considerations for this Agreement, as such, City shall not assign or transfer any interest in this Agreement nor the performance of any of City's obligations hereunder without the prior written consent of the City Manager and OCSA. Consent to one assignment will not be deemed consent to any subsequent assignment. Any assignment made without the approval of the City Manager and OCSA will be void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement perfonmed by City personnel. 12. INSURANCE 12.1 OCSA, at its sole cost and expense, shall obtain and maintain in full force and effect during the tens of this Agreement, the insurance coverage described in Exhibit "B". OCSA, and its contractors, if any, shall obtain a policy endorsement naming City as an additional insured under any general liability policy or policies. 12.2 All insurance coverage required hereunder shall be provided through carriers with AM Best's Key Rating Guide ratings of A-:VII our higher which are licensed or authorized to transact business in the State of California. Any and all contractors of CITY retained to perform services under this Agreement will obtain and maintain, in full force and effect during the tenn of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 12.3 Certificates evidencing such insurance shall be filed with City concurrently with the execution of this Agreement. The certificates will be subject to the approval of the City Attorney and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Contract Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days' notice to OCSA, OCSA shall provide the Contract Manager written notice of the cancellation or modification within two (2) business days of the OCSA's receipt of such notice. OCSA shall be responsible for ensuring that current certificates evidencing the insurance are provided to City's Contract Manager during the entire teen of this Agreement. 12.4 The procuring of such required policy or policies of insurance will not be construed to limit OCSA's liability hereunder nor to fiilfill the indemnification provisions of this Agreement.