Agmt21 San Mateo County Library Joint Powers Authority

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c. The duty of each Party to defend, hold harmless, and indemnify the other as set forth herein shall include the duty to defend as set forth in Section 2778 of the California Civil Code. d. In the event of concurrent negligence (or intentional/reckless acts) of the City and/or its officers and employees, on the one hand, and the JPA and/or its officers, employees, agents, and servants, on the other hand, then the liability for any and all claims for injuries or damage to persons and/or property which arise out of terms and conditions of this Agreement shall be apportioned according to the California theory of comparative fault. e. The obligations under this Section 6 shall survive termination of this Agreement. 6. RELATIONSHIP OF PARTIES The Parties are separate public entities and are independent contractors with respect to this Agreement. JPA's employees involved in operation of the Library shall be and remain only JPA employees and are not and shall not be asserted to be employees, borrowed employees, agents or borrowed agents of City, and City's employees involved in operation of the Library, if any, shall be and remain only City employees and are not and shall not be asserted to be employees, borrowed employees, agents or borrowed agents of the JPA. Each Party shall maintain all legally required insurance and employee benefits as to its Library employees. Neither party shall be vicariously liable for the culpable acts or omissions of the other's employees. 7. ASSIGNMENT This Agreement is not assignable by the JPA without the express prior written consent of the City, which consent will be given in the City's sole discretion. 8. ENTIRE AGREEEMENT The foregoing constitutes the entire agreement between the parties related to the matters herein, and supersedes any prior written or verbal agreement, or representation, involving these matters. This Agreement may be modified only by a writing authorized by actions of the City's City Council and the Governing Board of the Library Joint Powers Authority. 9. NO THIRD -PARTY BENEFICIARY This Agreement is only for the benefit of the Parties as corporate entities and shall not be construed as or deemed to operate as an agreement for the benefit of any third party or parties, and no third party or parties shall have any right of action or obtain any right to benefits or position of any kind for any reason whatsoever. [Signature Page Follows] ATTY/AGR/2021.016/FAIR OAKS LIBRARY SERVICE AGREEMENT REV: 02-08-2021 VR Page 4 of 7