25D - AGREEMENT WITH OC AUTO PARTS

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warranties are available to the City upon request. Further, OCAP shall honor City's written warranties, attached hereto as Exhibit 3. 6. INDEMNIFICATION a. City shall indemnify and hold OCAP harmless from and against all damages, claims or demands that may, during the term of this Agreement, arise or be occasioned by the negligent or intentional acts of City or City employees. b. OCAP shall indemnify and hold Customer harmless from and against all damages, claims or demands that may, during the term of this Agreement arise or be occasioned by the negligent or intentional acts of OCAP or OCAP's employees. INSURANCE a. City, at its sole cost and expense, shall obtain, maintain and pay for insurance against the loss, theft or damage to the Stocking Products for the full replacement value thereof. Said insurance shall name OCAP as additional insured and loss payee. b. Prior to undertaking performance of work under this Agreement, OCAP shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: i. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. ii. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, OCAP is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, OCAP agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. TERMINATION Either party may terminate this Agreement, upon 60 days prior written notice to the other party. This Agreement may be terminated immediately by either party for the following causes: (i) in the event that the other party fails or refuses to pay any amounts due under this Agreement and such failure continues for ten (10) days; (ii) in the event that the other party fails or refuses to perform any obligations required under this Agreement, and such failure or refusal continues for sixty(60) days after written notice thereof, and (iii) in the event that the other party files a bankruptcy petition, has a bankruptcy petition filed against it, makes any assignment of its assets for the benefit of creditors, or admits in writing it's inability to pay its debts as they become due. 9. EFFECT OF TERMINATION OR EXPIRATION Immediately upon the expiration or termination of this Agreement by either part3 for any reason: (i) all duties, responsibilities and other obligations of each party hereunder shall terminate, except for the payment of any amounts due and owing to either party at the time of termination; (ii) each party shall immediately return to the other party all equipment, software, books, records, tools and any other personal property owned by the other party that are in such party's possession. If either party fails to return such Property, the other party shall be entitled to enter into the withholding party's property to remove all equipment and other items of personal 25D-5