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of insurance and endorsements, or binder, Optionor and Optionee agree that this shall constitute a <br />material breach of this Option Agreement. Said material breach shall permit Optionor to take <br />whatever steps necessary to interrupt any operation from or on the Premises, and to prevent any <br />persons, including, but not limited to, members of the general public, and Optionee's employees and <br />agents, from entering the Premises until such time as Optionor is provided with evidence of insurance <br />required herein. Optionee further agrees to hold Optionor harmless for any damages resulting from <br />such interruption of business and possession, including, but not limited to, damages resulting from <br />any loss of income or business resulting from Optionor's action. <br />All contractors performing work on behalf of Optionee pursuant to this Option Agreement shall <br />obtain insurance subject to the same terms and conditions as set forth herein for Optionee. Optionee <br />shall not allow any contractor to work if the contractor has less than the level of coverage required by <br />Optionor from the Optionee under this Option Agreement. It is the obligation of the Optionee to <br />provide written notice of the insurance requirements to the contractor and to receive proof of <br />insurance prior to allowing any contractor to begin work within the Premises. Such proof of <br />insurance must be maintained by Optionee through the entirety of this Option Agreement and be <br />available for inspection by an Optionor representative at any reasonable time. <br />All self -insured retentions (SIRS) shall be clearly stated on the Certificate of Insurance. Any self - <br />insured retention (SIR) in an amount in excess of Fifty Thousand Dollars ($50,000) shall specifically <br />be approved by the County's Risk Manager, or designee, and the City of Santa Ana Risk Manager <br />("Risk Manager") upon review of Optionee's current audited financial report. If Optionee's SIR is <br />approved, Optionee, in addition to, and without limitation of, any other indemnity provision(s) in this <br />Option, agrees to all of the following: <br />1) In addition to the duty to indemnify and hold the County and City harmless against any and <br />all liability, claim, demand or suit resulting from Optionee's, its agents, employee's or <br />subcontractor's performance of this Agreement, Optionee shall defend the County and City at <br />its sole cost and expense with counsel approved by Board of Supervisors and City of Santa <br />Ana against same; and <br />2) Optionee's duty to defend, as stated above, shall be absolute and irrespective of any duty to <br />indemnify or hold harmless; and <br />3) The provisions of California Civil Code Section 2860 shall apply to any and all actions to which the <br />duty to defend stated above applies, and the Optionee's SIR provision shall be interpreted as though <br />the Optionee was an insurer and the County and City were the insureds. <br />If the Optionee fails to maintain insurance acceptable to Optionor for the full term of this Option <br />Agreement, Optionor may terminate this Option Agreement, subject to the reinstatement rights <br />above, if any, set forth above in this section. <br />B. Qualified Insurer <br />The policy or policies of insurance must be issued by an insurer with a minimum rating of A- (Secure <br />A.M. Best's Rating) and VIII (Financial Size Category as determined by the most current edition of <br />the Best's Key Rating Guide/Property-Casualty/United States or ambest.com). It is preferred, <br />but not mandatory, that the insurer be licensed to do business in the state of California (California <br />Admitted Carrier). <br />8GA 128 <br />OPT <br />ION AGREEMENT- CROSSROADS <br />