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REV: 05-08-25 MI <br />between direction given by City Fire Chief and Fire District Chief, the City Chief and the Fire <br />District Chief will meet and use their best efforts to resolve the conflict. <br />B.Each party shall be solely responsible for payment of all salary, benefits, workers' <br />compensation, retirement contributions, and insurance for their respective employees. City <br />EMS Captains shall be considered employees of City, and MED2 shall be considered an <br />employee of Fire District for all supervisory, disciplinary and other employment-related <br />purposes. <br />6. Not a Joint Venture or Joint Powers Authority. The parties intend by this Agreement to <br />establish only an Agreement for services, and do not intend to create a joint powers agency, <br />partnership, joint venture, joint enterprise, or special relationship of any kind. <br />7. Waiver. No failure on the part of either party to exercise any right or remedy hereunder <br />shall operate as a waiver of a breach or default under this Agreement is effective unless made in <br />writing and signed by both agencies. <br />8. Amendment. No modification, waiver, mutual termination, or amendment of this <br />Agreement is effective unless made in writing and signed by both agencies. <br />9. Indemnification. <br />A.Fire District shall defend, hold harmless, and indemnify the City and its officers, <br />employees, agents, and servants from and against any and all claims, suits, or actions of <br />every name, kind, and description brought by a third party which arise out of the terms and <br />conditions of this Agreement and which result from the acts or omissions of Fire District <br />and/or its officers, employees, agents, and servants. <br />B.City shall defend, hold harmless, and indemnify Fire District from any and all <br />claims, suits, or actions of every name, kind, and description brought by a third party which <br />arise out of the terms and conditions of this Agreement and which result from the acts or <br />omissions of the City and/or its officers, employees, agents and servants. <br />C.The duty of each party to defend, hold harmless, and indemnify the other as set <br />forth herein shall include the duty to defend as set forth in Section 2778 of the California <br />Civil Code. <br />D.In the event of concurrent negligence (or intentional/reckless acts) of the Fire <br />District and the City, then the liability for any and all claims for injuries or damage to <br />persons and/or property which arise out of terms and conditions of this Agreement shall <br />be apportioned according to the California theory of comparative fault. <br />E.The Parties agree that this section shall survive the expiration or early termination <br />of the Agreement. <br />ATTY/AGR.2025.079/Woodside Fire Protection District (EMS Services) (Page 3 of 7)