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9. SUBCONTRACTING <br />CITY shall not subcontract any portion of the work to be performed under this <br />Agreement without prior written authorization of the City Manager or designee and OCSA. <br />10. ASSIGNMENT <br />The parties agree that the expertise and experience of City are material <br />considerations for this Agreement, City shall not assign or transfer any interest in this <br />Agreement nor the performance of any of City's obligations hereunder without the prior <br />written consent of the City Manager and OCSA. Consent to one assignment will not be <br />deemed consent to any subsequent assignment. Any assignment made without the approval <br />of the City Manager and OCSA will be void. Nothing in this Agreement shall be construed <br />to limit the City's ability to have any of the services which are the subject to this Agreement <br />performed by City personnel. <br />11. INSURANCE <br />11.1 OCSA, at its sole cost and expense, shall obtain and maintain in full force and effect <br />during the term of this Agreement, the insurance coverage described in Exhibit `B". <br />OCSA, and its contractors, if any, shall obtain a policy endorsement naming City <br />as an additional insured under any general liability policy or policies. <br />11.2 All insurance coverage required hereunder shall be provided through carriers with <br />AM Best's Key Rating Guide ratings of A -:VII or higher which are licensed or <br />authorized to transact business in the State of California. Any and all contractors of <br />CITY retained to perform services under this Agreement will obtain and maintain, <br />in full force and effect during the term of this Agreement, identical insurance <br />coverage, naming CITY as an additional insured under such policies as required <br />above. <br />11.3 Certificates evidencing such insurance shall be filed with City concurrently with <br />the execution of this Agreement. The certificates will be subject to the approval of <br />the City Attorney and will contain an endorsement stating that the insurance is <br />primary coverage and will not be canceled, or materially reduced in coverage or <br />limits, by the insurer except after filing with the Contract Manager thirty (30) days' <br />prior written notice of the cancellation or modification. If the insurer cancels or <br />modifies the insurance and provides less than thirty (30) days' notice to OCSA, <br />OCSA shall provide the Contract Manager written notice of the cancellation or <br />modification within two (2) business days of the OCSA's receipt of such notice. <br />OCSA shall be responsible for ensuring that current certificates evidencing the <br />insurance are provided to City's Contract Manager during the entire term of this <br />Agreement. <br />5 <br />25C-7 <br />