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

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12.5 The City, at its sole cost and expense, shall obtain and maintain, in frill force and effect during the tenn of this Agreement, the insurance coverage described in Exhibit "B". The City and its contractors, if any, shall obtain a policy endorsement naming OCSA as an additional insured under any general liability policy or policies. The City may self -insure to meet the requirement specified in Section 13, 12.6 Certificates evidencing such insurance shall be filed with OCSA concurrently with the execution of this Agreement. The certificates will be subject to the approval of OCSA's Risk Manager 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 Purchasing 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 City, City shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the City's receipt of such notice. City shall be responsible for ensuring that current certificates evidencing the insurance are provided to OCSA's Purchasing Manager during the entire tern of this Agreement. 13. MUTUAL INDEMNITY City shall defend, indemnify and hold harmless OCSA, its agents, officers and employees, for any liability for injury to or death of any person or damage to or loss of any property caused by a negligent or wrongful act or omission occurring in the performance of this Agreement by City, its SRO, officers, agents or employees, and OCSA shall defend, indemnify and hold harmless City, its agents, officers and employees for any liability for injury or death of any person or damage to or loss of any property caused by a negligent or wrongful act or omission occurring in the performance of this Agreement by OCSA, its officers, agents, or employees. 14. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES 14.1 Either party may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving thirty (30) days prior written notice to the other party. Upon receipt of such notice, CITY will immediately discontinue its performance of the Services. 14.2 Upon such suspension or termination by either party, City will be paid for the services rendered to OCSA in accordance with the scope of services on or before the effective date (i.e., 30 days after giving notice) of suspension or termination. The following Sections will survive any expiration or ternination of this Agreement: 13, 14, 15, 16, and 17. 14.3 No payment, partial payment, acceptance, or partial acceptance by City will operate as a waiver on the part of City of any of its rights under this Agreement. 14.4 In the event of a Termination or Suspension of the Agreement or Services, the City shall be entitled to receive and OCSA shall pay the City compensation for all services performed by City prior to receipt of such notice of termination.