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08/24/2015 6.3.A. - Page 7 9. Worker's Compensation. Each Party slaall provide,at its sole expense,the required warker's compensation insurance coverage necessary for its own e�nployees. It is recognized that at such times as one Party provides aid to another Party under the tetms of this Agre�ment,the employees of the Assisting Party may claim to have become speciat employees on a temporary basis of the Requesting Party. Should any such claim result in any worker's compensation claim being asserted,it is hereby agre,ed that each such claim shall be the responsibility and liability of the Assisting Patty as general employer to process,defend,and pay,if necessary. 10. Mutual Aid Costs. The Requesting Party agrees to pay all reasonable direct, indirect, adminishanve and conhacted costs of the Assisting Party incurred as a result of providing assistance under this Agreement,based upon standard rates applicable to Assisting Paxty's internal operations. Payment sha11 be made within sixty (60) days after receipt of a detailed invoice. Payment may be delayed if agrced upon by both Pmties. R�ng Party shall not assume any liability for the direct payment of any salary or wages to any officer or employee of the Assisting Party. 11. Defense and Indemnificatian. 11 1 Claims Arising from Sole Acts or Omissions of a PartY Each Party to this Agreement he,reby agrees to defend and indemnify the other Parties to this Agreement, their agents,officers and employees,from any claim,action or proceeding against another Party,arising solely out of its own acts or omissions in the performance of tlus Agreement At each Ptirtrty's sole discretion, each Party may participate at its own expense in the defense of any claim, action or proceeding, but such participation sha11 not relieve any Party of any obligation imposed by this Agreement. Parties shall notify each other promptly of any claim,action or proceeding and cooperate fully in the defense. 11.2 Claims Arisin�from Concurrent Acts or Omissions. The Parties hereby agree to defend themselves from any claim, action,or proceeding arising out of the concuzrent acts or omissions of the Parties. In such cases, Parties agree to retain their own legal counsel,bear their own defense costs,and waive their right to seek reimbursement of such costs,except as provided in paragraph 11.3 below. 11.3 Joutt Defense. Notwithstanding paragraph 11.2 above,in cases where P$rties agree in writing to a joint defense,Parties may appoint joint defense counsel to defend the claim, a�tion, or proceeding arising out of the conc�rrent acts or omissions of Parties. Joint defense counsel shall be selected by mutual agreement of said Parties. Parties agree to share the costs of such joint defense and any agreed settlement in equal amaunts, except as provided in paragraph 11.4 below. Parties fmther agree that no Party may bind the others to a settlement agreement without the written consent of the others. Couaty of Saa Matso Public 1POrke Mutual Aid Agreement 4 4 RESO.15437 MUFF#304