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<br />8.6 Reduction in Coveraqe/Material Chanqes. District will notify City thirty <br />(30) days prior to any reduction in any of the insurance coverage required <br />pursuant to this Agreement or any material changes to the respective insurance <br />policies. <br /> <br />9. Mutual Indemnification. District will defend, indemnify and hold <br />harmless City and its officers, agents, employees and volunteers from and against all <br />claims, damages, losses and expenses including attorney fees arising out of the <br />performance of the Services, caused in whole or in part by the willful misconduct or any <br />negligent act or omission of the District, any subcontractor, anyone directly or indirectly <br />employed by any of them or anyone for whose acts any of them may be liable, except <br />where caused by the active negligence, sale negligence, or willful misconduct of City. <br /> <br />City will defend, indemnify and hold harmless District and its officers, agents, <br />employees and volunteers from and against all claims, damages, losses and expenses <br />including attorney fees arising out of the performance of the Services, caused in whole <br />or in part by the willful misconduct or any negligent act or omission of the City, any <br />subcontractor, anyone directly or indirectly employed by any of them or anyone for <br />whose acts any of them may be liable, except where caused by the active negligence, <br />sale negligence, or willful misconduct of District. <br /> <br />10. Dispute Resolution. Should any dispute arise out of this Agreement, the <br />Parties shall meet in mediation and attempt to reach a resolution with the assistance of <br />a mutually acceptable mediator. The costs of the mediator, if any, shall be paid for by <br />District. If a mediated settlement is reached, neither Party shall be the prevailing party <br />for the purposes of the resolution of the dispute. Neither Party shall be permitted to file <br />legal action without first meeting in mediation and maintaining a good faith attempt to <br />reach a mediation resolution. Each Party will bear their own attorney's fees, if any. <br /> <br />11. Third Party Beneficiary. This Agreement including, but not limited to, <br />indemnification provisions, is for the benefit of the Parties only and does not create, nor <br />is it intended to create, any benefit or liability to third parties. <br /> <br />12. Notices. All notices, statements, demands, requests, consents, <br />approvals, authorizations, appointments or designations hereunder by either Party to <br />the other will be in writing and will be deemed given and served upon the Party if <br />delivered personally or three (3) days after depositing in the United States mail, postage <br />prepaid, addressed as follows: <br /> <br />City: Redwood City Police Department <br />Attn: Chief of Police <br />1301 Maple Street <br />Redwood City, CA 94063 <br />(650) 780-7100 <br /> <br />District: Sequoia Union Hiqh School District <br />Attn: District Superintendent <br />480 James Avenue <br />Redwood City, CA 94062 <br />(650) 369-1411 <br /> <br />Atty/Agr/2005.015PD <br />092905 <br /> <br />5 <br />