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2024-25 First 5 Alameda County MOU San Leandro Public Library MOU #: PS-ECE-2425-358 5 However, First 5 shall not be obligated to indemnify SLPL Indemnitees from Claims arising from the sole negligence or willful misconduct of SLPL Indemnitees. B. SLPL. SLPL shall defend, indemnify, and hold harmless First 5, its individual members, officers, agents, employees and volunteers (First 5 Indemnitees), from and against any and all Claims, arising from or in any manner connected to SLPL’s negligent act or omission, whether alleged or actual, regarding performance of services or in the course of performing services rendered pursuant to this MOU. If Claims are filed against First 5 Indemnitees which allege negligence on behalf of SLPL, SLPL shall have no right of reimbursement against First 5 Indemnitees for the costs of defense even if negligence is not found on the part of SLPL. However, SLPL shall not be obligated to indemnify First 5 Indemnitees from Claims arising from the sole negligence or willful misconduct of First 5 Indemnitees. III. INSURANCE REQUIREMENTS A. As a condition of this MOU, SLPL must maintain adequate General Liability Insurance (Minimum Limit $1,000,000; with Additionally Insured Endorsement) and Workers’ Compensation (Statutory Limits) throughout the term of this agreement. SLPL agrees to maintain certificates of insurance and provide copies to First 5 upon request. i Additionally Insured Endorsement: General liability insurance shall name First 5 Alameda County, the individual members thereof, and all First 5 officers, agents, employees and volunteers, and Alameda County, its Board of Supervisors, officers, agents and employees as Additional Insureds with respect to services being provided. IV. GENERAL TERMS Period of Operation and Termination This agreement will take effect upon signing of both parties to the agreement and shall remain in effect until terminated. Each party shall have the right to terminate the agreement upon 30 days prior written notice to the other party. Alteration of Terms It is mutually agreed that this agreement may be modified or amended upon the written consent of the parties hereto. Governing Laws and Regulations It is agreed that, if any of the provisions of this MOU are affected by changes in Federal or State laws or regulations, this MOU may be renegotiated and amended accordingly, subject to the provisions outline in the preceding two (2) paragraphs.