UCCE MASTER GARDENER PROGRAM IN ALAMEDA COUNTY (2)

Page 3 additional insured, the minimum coverages identified below, or such greater or broader coverage for City, if available in University’s policies: a. General Liability and Bodily Injury Insurance. A commercial general liability insurance for at least $2,000,000 combined limit for bodily injury and property damage and provide that the City, its officers, employees, volunteers, and agents are named additional insureds under the policy as evidenced by an additional insured endorsement satisfactory to the City Attorney. The policy shall state in writing either on the Certificate of Insurance or attached rider thereof that this insurance will operate as primary insurance for work performed by University and its subcontractors, and that no other insurance effected by City or other named insured will be called on to cover a loss covered thereunder. b. Workers' Compensation Insurance. Workers' Compensation Insurance for all of University’s employees, all in strict compliance with State laws, and to protect the City from any and all claims thereunder. c. Certificate of Insurance. University shall file a certificate of insurance with the City prior to the City’s execution of this Agreement, and prior to engaging in any operation or activity set forth in this Agreement. The Certificate of Insurance shall provide in writing that the insurance afforded by this Certificate shall not be suspended, voided, canceled, reduced in coverage or in limits without providing notice to the City in accordance with California Insurance Code section 677.2 which requires the notice of cancellation to: 1) include the effective date of the cancellation; 2) include the reasons for the cancellation; and 3) be given at least 30 days prior to the effective date of the cancellation, except that in the case of cancellation for nonpayment of premiums or for fraud, the notice shall be given no less than 10 days prior to the effective date of the cancellation. Notice shall be sent by certified mail, return receipt requested. In addition, the insured shall provide thirty (30) days prior written notice to the City of any cancellation, suspension, reduction of coverage or in limits, or voiding of the insurance coverage required by this agreement. The City reserves the right to require complete certified copies of policies. a. Waiver of Subrogation. Intentionally omitted . 4. Indemnification. University shall defend, indemnify and hold City, its officers, employees, and agents harmless from and against any and all liability, loss, expense (including reasonable attorneys' fees), or claims for injury or damages arising out of the performance of this Memorandum of Understanding (MOU) but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of University, its officers, agents or employees. 5. Modification. This MOU may be modified or amended with the written approval of both parties, provided that the party proposing a modification or amendment submits the same in writing to the other party at least sixty (60) days in advance to allow for negotiation of said proposal. 6. Notices. All notices herein required shall be in writing and shall be sent by certified or registered mail, postage prepaid, addressed as follows: Docusign Envelope ID: 697AD433-AB0B-4B89-8FCC-FAAEFB47B566Docusign Envelope ID: E87E296C-D961-4C37-A5F0-B710A8ABAB28