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7. Lathrop Property- License Agreement Attachment 1 08/23/2012 Exhibit A 8) Should any of the required insurance be provided under a claims made form, LICENSEE shall maintain such coverage continuously throughout the term of this License and, without lapse, for a period of three (3) years beyond the License expiration or termination, to the effect that should any occurrences during the License term give rise to claims made after expiration or termination of the License, such claims shall be covered by such claims-made policies. 9) LICENSEE's compliance with the provisions of this Section shall in no way relieve or decrease LICENSEE's indemnification obligations under this License or any of LICENSEE's other obligations hereunder. Notwithstanding anything to the contrary in this License, this License shall terminate immediately, without notice to LICENSEE, upon the lapse of any required insurance coverage. LICENSEE shall be responsible, at its expense, for separately insuring LICENSEE's personal property. 18. Entire Aqreement; Severabilitv. This Agreement contains the sole and complete agreement between the parties relating to the City Property and the License. This Agreement may not be changed orally and may be amended only by an agreement in writing signed by both parties. In the event that any provision of this Agreement shall be held to be or become invalid or unenforceable in certain circumstances, the validity and enforceability of the remaining provisions, or such provision in other circumstances, shall not in any way be affected or impaired. 19. Notices. Any notice, request, demand, approval or consent given or required to be given under this Agreement shall be in writing and shall be deemed to have been given when mailed by United States registered or certified mail, postage prepaid, return receipt requested, to CITY or LICENSEE, as the case may be, at the respective addresses listed below, or may be made by personal service. LICENSEE's Address: Attention: CITY's Address: City of Redwood City 1017 Middlefield Road Redwood City, California 94063 Attention: Community Development Director 20. Applicable Law and Venue. This Agreement and all rights and remedies of the parties hereto shall be construed and enforced in accordance with the laws of the State of California. In the event that suit shall be brought by either party to this Agreement, the parties agree that venue shall be exclusively vested in the State courts of the LICENSEE of San Mateo. 21. Waiver of Default: Cumulative Remedies. No waiver of any default by any party to this Agreement shall be implied from any omission by any other party to take any action in respect of such default if such default continues or is repeated. No express waiver of any default shall affect any default or cover any period of time other than the default and period of time specified in such express waiver. One or more waivers of any default in the performance of any term, provision or covenant contained in this Agreement shall not be deemed to be a waiver of any subsequent default in the perFormance of the same term, provision or covenant or any other term, provision or covenant contained in this Agreement. The consent or approval by any party ATTY/AGR/2012.096/LATHROP PARC LICENSE AGREEMENT REV:07-17-12 VR Page 9 of 12 OB RESO #12-03