Agmt09 San Mateo, County of JPA (2)

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nor shall a Party incur any liabilities arising out of the services and activities of another Party's officers of employees. C. The lP A may maintain such public liability and other insurance as deemed appropriate. D. To the fullest extent permitted by law, the lP A agrees to save, indemnify, defend and hold harmless each Party from any liability, claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys fees and costs, court costs, interest, defense costs, and expert witness fees, where the same arise out of, or are in any way attributable in whole or in part, to negligent acts or omissions of the lP A or its employees, officers or agents; or the employees, officers or agents of any Party while acting within the course and scope of an agency relationship with the lP A. XIV. Maintenance of Membership A. The requirement to maintain membership is essential to the proper functioning of the lP A because the lP A will enter into a contract with San Mateo County or the Countywide ambulance provider (as indicated in Section lID) to provide defined pre-hospital emergency medical services. The continued participation of each of the Parties in the work of the lP A is required to fulfill the obligations and duties described in that contract. By executing this Agreement, each Party is giving its explicit consent to the lP A to provide services within the consenting Party's jurisdiction and to remain as a member of the lP A, subject to the right to withdraw from the lPA as provided in Section XIV(C). B. In the event that a Party to this Agreement fails to maintain its membership in the lP A, or otherwise fails to abide by its duties and obligation as outlined in the contract referred to in Section XIV(A), the Board may determine that Party to be in default ("Defaulting Party"). The Board shall provide thirty (30) days written notice to the Defaulting Party of its determination that the party is in default and thereafter cause the Defaulting Party's duties and obligations to be performed by another Party to this Agreement and charge the Defaulting Party for the cost of providing those duties and obligations during the remaining period of the contract with the Countywide ambulance provider plus fifteen percent (15%). C. Each Party to this Agreement shall have the opportunity to provide written notice to the Board that it will withdraw as a member of the lP A; provided that said notice is given no later than forty-five (45) days prior to the date a contract between the County of San Mateo and a potential Countywide ambulance provider is presented to the San Mateo County Board of Supervisors for its approval. For the purposes of this Section XIV(C), the "date the contract is presented to the Board" shall be the date the agenda of the Board is posted pursuant to Government Code S54954.2 or S54956. D. Unless notice is provided in compliance with the terms of Section XIV(C), each Party to the Agreement shall remain a party to this Agreement and a member of the Group for the entire term of the contract between the County of San Mateo and the Countywide ambulance 9