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06/24/2013 <br /> during the Term of this Agreement. Redwood City shall use, and shall cause its employees to <br /> use due care to avoid damage or harm to San Carlos' Facilities. Redwood City shall at all times <br /> during use keep the Facilities in a safe, secure, broom-clean and sightly condition. Redwood <br /> City shall execute a Lease for use of said San Carlos Facilities, in the form attached hereto as <br /> Exhibit "D". <br /> 6. Term. <br /> (a) The term of this Agreement shall commence on July 1, 2013, and shall <br /> expire on June 30, 2018 ("Term"). The Participating Agencies acknowledge and agree that the <br /> Participating Agencies shall revisit the terms and conditions of this Agreement, including <br /> obligations for Ca1PERS Unfunded Liability, beginning on December 1, 2014. The Participating <br /> Agencies shall meet and confer for a period of up to ninety (90) days regarding the existing <br /> terms and conditions. If no agreement is reached by the Participating Agencies during this ninety <br /> (90) day period, then the parties shall mediate any disputes as set forth in Section 15 until a total <br /> of one hundred eighty (180) days has elapsed. If the Participating Agencies cannot reach mutual <br /> agreement on terms and conditions during the one hundred eighty (180) days total, then either <br /> Participating Agency may terminate the Agreement upon written notice to the other at least one <br /> (1) year in advance ("Termination Notice"). The termination date shall be set forth in the <br /> Termination Notice; however, in no event shall the termination date be earlier than June 30, <br /> 2016. <br /> (b) San Carlos shall notify Redwood City no later than January l, 2017 of its <br /> desire for Redwood City to continue to provide Fire and Emergency Services for and on behalf <br /> of San Carlos after the expiration of the Term. Upon such notice, the Participating Agencies shall <br /> meet and confer for a period of up to ninety (90) days to negotiate and reach a mutual agreement <br /> for the Services to take effect upon expiration of this Agreement. If no agreement is reached by <br /> the Participating Agencies during this ninety (90) day period, then the parties shall mediate any <br /> disputes as set forth in Section 15 until a total of one hundred eighty (180) days has elapsed. If <br /> the Participating Agencies cannot reach mutual agreement on terms and conditions on or before <br /> June 30, 2017, then the Agreement shall terminate and be of no further force or effect as of June <br /> 30, 2018. <br /> (c) Each Participating Agency shall fully discharge all obligations that accrue <br /> under this Agreement prior to expiration or earlier termination of the Term. The Participating <br /> Agencies shall meet and confer in good faith to engage in an orderly termination of this <br /> Agreement, including reaching agreement on the financial expense of supporting retiree benefits, <br /> including pensions, heath care, and insurance, associated with Redwood City having provided <br /> the Services to San Carlos, and if agreement is not reached within fourteen (14) days, then the <br /> parties shall mediate any disputes as set forth in Section 15. <br /> 7. Indemnification. <br /> (a) Redwood City shall defend, hold harmless and indemnify San Carlos, its <br /> officers, agents and/or employees from any claims for injuries to persons (including workers' <br /> compensation claims) and/or damage to property, which arise out of the terms and conditions of <br /> ATTY/AGR/2013.101/AMENDED AND RESTATED SAN CARLOS- RWC FIRE AGREEMENT <br /> REV:06-19-13 VR <br /> Page6of19 <br /> RESO.15272 <br /> MUFF#304 <br />