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Agreement between City of San Leandro and SLIA <br />for Management and Operation of the San Leandro Cherry Festival <br />Page 6 of 8 <br />under subsections (a) or (b) of this section of the Agreement is reduced, limited, or <br />materially affected in any other manner, SLIA shall provide written notice to City <br />at the earliest possible opportunity and in no case later than five days after SLIA is <br />notified of the change in coverage. <br /> <br />(d) All Policies Requirements. All insurance required by this section is to be <br />placed with insurers with a Bests' rating of no less than A:VII. If applicable and <br />deemed necessary by City, SLIA shall disclose to and obtain the written approval <br />of City for the self-insured retentions and deductibles before beginning any of the <br />services or work called for by any term of this Agreement. At the option of the <br />City, the insurer shall reduce or eliminate such deductibles or self-insured <br />retentions as respects the City. All insurance required above with the exception of <br />Workers’ Compensation, shall be endorsed to name as additional insured: City of <br />San Leandro, its officials, officers, agents, employees, and volunteers. <br /> <br />8. INDEMNIFICATION AND HOLD HARMLESS SLIA shall indemnify, defend with <br />counsel acceptable to City, and hold harmless City and its officers, officials, employees, <br />agents and volunteers from and against any and all liabilities, losses, damages, claims, <br />expenses, and costs (including without limitation, attorneys’ fees and costs and fees of <br />litigation) (collectively, “Liability”) of every nature arising out of or in connection with <br />the performance or other obligations under this Agreement, including but not limited to <br />Liability caused by the actions of volunteers, except such Liability caused by the sole <br />negligence or willful misconduct of City. This Section shall survive the termination of <br />this Agreement. <br /> <br />9. MISCELLANEOUS PROVISIONS <br /> <br />A. Captions. Any captions to, or headings of, the sections or subsections of <br />this Agreement are solely for the convenience of the Parties, are not a part of this Agreement, <br />and shall not be used for the interpretation or determination of the validity of this Agreement <br />or any provision hereof. <br /> <br />B. No Obligations to Third Parties. Except as otherwise expressly provided <br />herein, the execution and delivery of this Agreement shall not be deemed to confer any rights <br />upon, or obligate the Parties, to any person or entity other than the parties hereto. <br /> <br />C. Applicable Law. This Agreement shall be governed by and construed in <br />accordance with the laws of the State of California. <br /> <br />D. Exhibits and Schedules. Any Exhibits and Schedules attached to this <br />Agreement are incorporated into this Agreement by this reference for all purposes. <br /> <br />E. Amendment to this Agreement. The terms of this Agreement may not be <br />modified or amended except by an instrument in writing executed by each of the Parties.