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<br />ARTICLE VIII INSURANCE AND INDEMNIFICATION <br /> <br />8.1 Manaqer's Insurance Coveraqe. Throughout the term of this <br />Agreement, Manager shall comply with the Agency's requirements set forth in <br />Exhibit A , and shall maintain in full force and effect insurance coverage as <br />specified in Exhibit A. <br /> <br />8.2 Aqency's Insurance Coveraqe. The Agency will maintain insurance <br />for the Property in the same amounts, and under the same terms and conditions <br />as apply to all City-owned property. <br /> <br />8.3 Indemnity. Manager shall indemnify, defend (with counsel <br />acceptable to Agency) and hold Agency and the City of San Leandro ("City") and <br />their respective elected and appointed officers, officials, employees, agents and <br />volunteers (collectively, "Indemnitees") harmless from and against any and all <br />demands, losses, liabilities, costs, claims, liens, causes of action, judgments, <br />expenses (including court costs and attorneys' fees) and damages (collectively <br />"Claims") arising in connection with or resulting from (a) any act by Manager (or <br />any officer, agent, employee or contractor of Manager ("Manager's Agents") <br />outside the scope of Manager's authority under this Agreement, (b) Manager's or <br />Manager's Agents' failure to comply with all applicable laws and regulations <br />relating to the management of the Project, including, without limitation, all <br />applicable federal and state labor laws and standards, or in any other manner <br />relating to management of the Project, or (c) Manager's and Manager's Agents' <br />activities or performance under this Agreement, whether such Claim shall accrue <br />or be discovered before or after termination of this Agreement. Manager's <br />indemnity obligations under this Section shall not extend to Claims resulting <br />solely from Indemnitee's gross negligence or willful misconduct. Manager's <br />obligations under this Section shall survive the expiration or earlier termination of <br />this <br /> <br />ARTICLE IX. REPORTING REQUIREMENTS <br /> <br />9.1 Fiscal Year. The fiscal year of the Project shall correspond to the <br />calendar year. <br /> <br />9.2 Records. Manager shall maintain full and adequate books of <br />account and such other records as appropriate to reflect the results of the <br />operation of the Project at a place approved by Agency and in Manager's <br />standard financial and accounting format. All such books and records shall be <br />the property of the Agency, and the Agency and any person designated by the <br />Agency shall have at all reasonable times access to such records, accounts, and <br />books and to all files and other materials pertaining to the Project and this <br />Agreement, all of which the Manager agrees to keep safe and separate from any <br />records not having to do with the Project. <br /> <br />776633-4 Final <br />