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8. Indemnification. Each Organization shall indemnify, hold harmless, and defend the City from and against any and all claims (including all litigation, demands, damages, liabilities, costs, and expenses, and including court costs and attorney's fees) resulting or arising from each Organization's use of the Site for the Regional Food Storage Project. 9. Waiver. Organizations shall waive all claims for damages against the City for stolen, lost or spoiled food and/or equipment which may arise from a burglary of the Site, loss of electrical power to the refrigeration units, or other incident that damages the refrigeration units or food therein caused by third parties, or City employees, unless due to the intentional misconduct of City employees. 10. Notices. All notices required or contemplated by this MOU, except notice of lost access keys as described in Section 3 (a), above, shall be in writing and shall be personally delivered or mailed to the respective party as set forth in this section. Communications shall be deemed to be effective upon the first to occur of: (a) actual receipt by a party's authorized representative, or (b) actual receipt at the address designated below, or(c) three working days following deposit in the U. S. Mail of registered or certified mail sent to the address designated in Exhibit A, attached hereto and incorporated herein by this reference. 11. Miscellaneous. (a) The interpretation, validity, and enforcement of this MOU shall be governed by and interpreted in accordance with the laws of the State of California. Any suit, claim, or legal proceeding of any kind related to this MOU shall be filed and heard in a court of competent jurisdiction in the County of Alameda. (b) In the event any legal action is commenced to enforce this MOU, the prevailing party is entitled to reasonable attorney's fees, costs, and expenses incurred. (c) This MOU may not be modified orally or in any manner other than by an agreement in writing signed by City and a majority of Organizations. (d) This MOU comprises the entire integrated understanding between the parties concerning the Regional Food Storage Project on the Site. This MOU supersedes all prior negotiations, agreements, and understandings regarding this matter, whether written or oral. (e) The individuals executing this MOU represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this MOU on behalf of the respective legal entities of each Organization and the City. (f) This MOU shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. (g) This MOU may be executed in counterpart. IN WITNESS WHEREOF, the parties do hereby agree to the terms and conditions set forth herein. Memorandum of Understanding regarding Regional Food Storage Page 4