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<br /> 6 <br />6. Indemnification. The Port agrees to indemnify, protect, defend, and hold <br />harmless the City and its employees, officers, officials, and agents (collectively, the <br />“Indemnitees”), from and against any and all claims, demands, liabilities, losses, <br />damages, suits, expenses, costs, penalties or judgments, including without limitation <br />attorneys’ fees and interest that may be claimed, brought or had against any <br />Indemnitee, or to which any Indemnitee may be subjected and arising out of, connected <br />with or in any way resulting from the acts or omissions of the Port or Port Parties in use <br />of, or entry upon, the Service Road, except such claims caused by the sole negligence <br />or willful misconduct of any Indemnitee. <br />7. Miscellaneous Provisions. <br />(a) Incorporation of Recitals. The Recitals are incorporated into the <br />Agreement. <br />(b) No Real Property Interest; Access Interest. It is expressly <br />understood that this Agreement is non-possessory and does not in any way grant or <br />convey to Port any permanent easement, lease, fee, or other property interest in the <br />Service Road. The license provided by this Agreement may be revoked as provided for <br />herein. <br />(c) Waiver. No failure by either party to insist upon strict performance <br />of any term or condition of this Agreement will constitute a waiver of such term or <br />condition or of a breach thereof. Any such waiver must be in writing and signed by the <br />waiving party. <br />(d) Modification. This Agreement may be modified only in writing, <br />signed by the parties to this Agreement. <br />(e) Interpretation. This Agreement will be performed entirely within <br />California and shall be construed in accordance with the laws of the State of California <br />and any action to enforce the terms of this Agreement must be brought in the County of <br />Alameda, State of California. <br />(f) Notices, Demands and Communications between the Parties. Any <br />approval, disapproval, demand, document or other notice which either party may desire <br />to give to the other party under this Agreement must be in writing and may be given by <br />first class mail, postage prepaid, or reputable overnight delivery service or personal <br />delivery addressed to the party to whom the notice is directed as set forth below, or to <br />any other address as that party may later designate: <br /> <br />To City of San Leandro: City of San Leandro <br /> City of San Leandro <br /> 835 E. 14th Street <br /> San Leandro, CA 94577 <br /> Attn: City Manager <br />