Agmt24 City of San Carlos Fire && Emergency Services Amendment No. 3

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ATTY/AGR.2024/AMEND. NO. 3/CITY OF REDWOOD CITY AND SAN CARLOS FIRE & EMERGENCY SERVICES REV: 06-20-24 VR Page 8 of 28 (c) Each Participating Agency shall fully discharge all obligations that accrue under this Agreement prior to expiration or earlier termination of the Term. The Participating Agencies shall meet and confer in good faith to engage in an orderly termination of this Agreement, including reaching agreement on the financial expense of supporting retiree benefits, including pensions, heath care, and insurance, associated with Redwood City having provided the Services to San Carlos, and if agreement is not reached within ninety (90) days, then the parties shall mediate any disputes as set forth in Section 15. (d) The City Managers of the Participating Agencies may extend any deadline set forth in this Section 6 through a written agreement signed by both City Managers, so long as the deadlines do not extend past the term of the Agreement, as may be extended in accordance with Section 6(a). 7. Indemnification. (a) Redwood City shall defend, hold harmless and indemnify San Carlos, its officers, agents and/or employees from any claims for injuries to persons (including workers’ compensation claims) and/or damage to property, which arise out of the terms and conditions of this Agreement and which result from the negligent acts or omissions of Redwood City, its officers, agents, and/or employees. (b) San Carlos shall defend, hold harmless and indemnify Redwood City, its officers, agents and/or employees from any claims for injuries to persons (including workers’ compensation claims) and/or damage to property, which arise out of the terms and conditions of this Agreement and which result from the negligent acts or omissions of San Carlos, its officers, agents, and/or employees. (c) In the event of concurrent negligence of Redwood City, its officers and/or employees, and San Carlos, its officers and/or employees, 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 negligence. This Section shall include, without limitation, any actions, claims, suits, demands, and liability of every name, kind, and description brought for, or on account of injuries to or death of any person, including Redwood City and/or San Carlos, or damage to property of any kind whatsoever and to whomsoever belonging. The duty to indemnify and hold harmless as set forth herein shall include the duty to defend as set forth in Civil Code Section 2778. 8. Insurance. Each Participating Agency shall obtain and maintain for the duration of the Agreement and any and all amendments, insurance or an equivalent through a pooled risk group mutually acceptable to the Participating Agencies against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services under this Agreement. Docusign Envelope ID: E05468C4-A699-4430-A510-E42D7232B74D