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REV: 01-12-26 LF
<br />B. It is agreed that Jurisdiction shall defend, save, hold harmless, and indemnify the
<br />County and its officers, employees, agents, and servants from any and all claims, suits, or
<br />actions of every name, kind, and description brought by a third party which arise out of the
<br />terms and conditions of this MOU and which result from the acts or omissions of
<br />Jurisdiction and/or their respective officers, employees, agents and servants.
<br />C. County shall defend, hold harmless, and indemnify Jurisdiction from and against
<br />any and all claims for wages, salaries, benefits, taxes, and all other withholdings and
<br />charges payable to, or in respect to, County’s representatives for services provided under
<br />this MOU.
<br />D. Jurisdiction shall defend, hold harmless, and indemnify County from and against
<br />any and all claims for wages, salaries, benefits, taxes, and all other withholdings and
<br />charges payable to, or in respect to, Jurisdiction’s representatives for services provided
<br />under this MOU.
<br />E. 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 />F. In the event of concurrent negligence (or intentional/reckless acts) of Jurisdiction
<br />and/or their respective officers and employees, on the one hand, and the County and/or its
<br />officers, employees, agents, and servants, on the other hand, then the liability for any and
<br />all claims for injuries or damage to persons and/or property which arise out of the terms
<br />and conditions of this MOU shall be apportioned according to the California theory of
<br />comparative fault.
<br />6. Amendment of MOU and Merger Clause
<br />This MOU constitutes the sole MOU of the parties hereto and correctly states the rights, duties,
<br />and obligations of each party as of this document's date. In the event that any term, condition,
<br />provision, requirement or specification set forth in the body of this MOU conflicts with or is
<br />inconsistent with any term, condition, provision, requirement, or specification in any exhibit and/or
<br />attachment to this MOU, the provisions of this body of the MOU shall prevail. Any prior MOU,
<br />promises, negotiations, or representations between the parties not expressly stated in this document
<br />are not binding. Either party may request a modification to this MOU at any time. All subsequent
<br />modifications shall be in writing and will become effective when signed by all parties.
<br />7. Records
<br />The County shall maintain and preserve all records relating to this MOU in its possession and
<br />those of any third-party performing work related to this MOU for a period of five (5) years from
<br />the termination of this MOU.
<br />ATTY/AGR.2026.005/County of San Mateo (SB 1383 Compost Program) (Page 5 of 8)
<br />Docusign Envelope ID: 42AF4ED4-5699-4683-BDE4-AF6B2B750438
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