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SPECIFICALLY THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR <br />FITNESS FOR A PARTICULAR PURPOSE <br />7. INDEMNIFICATION <br />a. City shall indemnify and hold SPA harmless from and against all damages, claims or <br />demands that may, during the term of this Agreement, arise or be occasioned by the <br />negligent or intentional acts of City, its officers and employees. <br />b. SPA shall indemnify and hold City harmless from and against all damages, claims or <br />demands that may, during the term of this Agreement arise or be occasioned by the <br />negligent or intentional acts of SPA or SPA's employees, agents or representatives. <br />INSURANCE <br />a. City, at its sole cost and expense, shall obtain, maintain and pay for insurance against <br />the loss, theft or damage to the MRO Products for the full replacement value thereof. <br />Said insurance shall name SPA as additional insured and loss payee. <br />b. Prior to undertaking performance of work under this Agreement, SPA shall maintain <br />and shall require its subcontractors, if any, to obtain and maintain insurance as <br />described below: <br />i. Business automobile liability insurance, or equivalent form, with a combined <br />single limit of not less than $1,000,000 per occurrence. Such insurance shall <br />include coverage for owned, hired and non-owned automobiles. <br />ii. Worker's Compensation Insurance. In accordance with the provisions of Section <br />3700 of the Labor Code, SPA is required to be insured against liability for <br />worker's compensation or to undertake self-insurance. Prior to commencing the <br />performance of the work under this Agreement, SPA agrees to obtain and <br />maintain any employer's liability insurance with limits not less than $1,000,000 <br />per accident. <br />9. TERMINATION <br />Either party may terminate this Agreement, upon 60 days prior written notice to the other <br />party. This Agreement may be terminated immediately by either party for the following causes: <br />(i) in the event that the other party fails or refuses to pay any amounts due under this Agreement <br />and such failure continues for ten (10) days after written demand for payment; (ii) in the event <br />that the other party fails or refuses to perform any obligations required under this Agreement, and <br />such failure or refusal continues for sixty(60) days after written notice thereof, and (iii) in the <br />event that the other party files a bankruptcy petition, has a bankruptcy petition filed against it, <br />makes any assignment of its assets for the benefit of creditors, or admits in writing its' inability to <br />pay its debts as they become due. <br />10. EFFECT OF TERMINATION OR EXPIRATION <br />Immediately upon the expiration or termination of this Agreement by either party for any <br />reason: (i) all duties, responsibilities and other obligations of each party hereunder shall <br />terminate, except for the payment of any amounts due and owing to either party at the time of <br />termination; (ii) each party shall immediately return to the other party all equipment, software, <br />books, records, tools and any other personal property owned by the other party that are in such <br />party's possession. If either party fails to return such Property, the other party shall be entitled to <br />enter into the withholding party's property to remove all equipment and other items of personal <br />25D-6