AgdaPkt 2017-06-26 Closed and Joint SA PFA

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ATTY/RESO.0060/CC RESO AUTHORIZING ADOPTION OF SAN MATEO MUTUAL AID AGREEMENT EXHIBIT A REV: 06-15-17 RL Page 4 of 13 9. Worker’s Compensation. Each Party shall provide, at its sole expense, the required worker’s compensation insurance coverage necessar y for its own emplo yees. It is recognized that at such times as one Part y provides aid to another Part y under the terms of this Agreement, the employees of the Assisting Part y ma y claim to have become special emplo yees on a temporary basis of the Requesting Part y. Should an y such claim result in an y worker’s compensation claim being asserted, it is hereby agreed that each such claim shall be the responsibility and liabilit y of the Assisting Part y as general employer to process, defend, and pay, if necessar y. 10. Mutual Aid Costs. The Requesting Part y agrees to pay all reasonable direct, indirect, administrative and contracted costs of the Assisting Part y incurred as a result of providing assistance under this Agreement, based upon standard rates applicable to Assisting Part y’s internal operations. Payment shall be made within sixty (60) da ys after receipt of a detailed invoice. Payment ma y be delayed if agreed upon by both Parties. Requesting Party shall not assume an y liability for the direct payment of any salar y or wages to any officer or employee of the Assisting Part y. 11. Defense and Indemnification. 11.1 Claims Arising from Sole Acts or Omissions of a Party. Each Party to this Agreement hereb y agrees to defend and indemnify the other Parties to this Agreement, their agents, officers and emplo yees, from an y claim, action or proceeding against another Part y, arising solel y out of its own acts or omissions in the performance of this Agreement. At each Part y’s sole discretion, each Part y may participate at its own expense in the defense of any claim, action or proceeding, but such participation shall not relieve any Part y of an y obligation imposed by this Agreement. Parties shall notify each other promptly of an y claim, action or proceeding and cooperate fully in the defense. 11.2 Claims Arising from Concurrent Acts or Omissions. The Parties hereb y agree to defend themselves from any claim, action, or proceeding arising out of the concurrent 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 Joint Defense. Notwithstanding paragraph 11.2 above, in cases where Parties agree in writing to a joint defense, Parties may appoint joint defense counsel to defend the claim, action, or proceeding arising out of the concurrent 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 an y agreed settlement in equal amounts, except as provided in paragraph 11.4 below. Parties further agree that no Party may bind the others to a settlement agreement without the written consent of the others. 6.3.A. - Page 7