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REV: 06-18-26 MI <br />brought against WOODSIDE, by reason of any injury to, or death of, any person <br />(including corporations, partnerships and associations) or damage suffered or <br />sustained by any such person arising from, or alleged to have arisen from Redwood <br />City's services provided under this Agreement, except as arising from the sole <br />negligence or willful misconduct of WOODSIDE. <br />(b) WOODSIDE hereby agrees to defend, indemnify, and save Redwood City <br />and its officers, agents, and employees harmless against and from any and all <br />claims, suits, and actions of every name, kind and description, which may be <br />brought against Redwood City, by reason of any injury to, or death of, any person <br />(including corporations, partnerships and associations) or damage suffered or <br />sustained by any such person arising from, or alleged to have arisen from, any act <br />or omission to act, arising from or relating to WOODSIDE entering the Municipal <br />Service Center in connection with this Agreement or arising from WOODSIDE's <br />failure to timely schedule required maintenance or to have maintenance performed <br />as recommended by the manufacturer of the Fleet Equipment, or as recommended <br />by Redwood City in writing, except as arising from the sole negligence or willful <br />misconduct of Redwood City. <br />(c) The Parties shall waive any rights of recovery for liabilities arising out of the <br />California Workers’ Compensation laws, including but not limited to Cal. Labor Code <br />sections 3200 and following. <br />5.INSURANCE. The Parties will obtain and maintain for the duration of the Agreement <br />and any and all amendments, coverage against claims for injuries to persons or damage <br />to property, which may arise out of or in connection with performance of this Agreement to <br />the extent provided below. Said coverage may be provided by self-insurance and/or <br />through joint powers insurance authority risk pool organized and operated under California <br />law. <br />(a)Redwood City and WOODSIDE will maintain the types of coverages and <br />minimum limits indicated below: <br />(1) General Liability with limits of $2,000,000 per occurrence. <br />(2) Automobile Liability with limits of $1,000,000 per occurrence. <br />(3) Workers' Compensation as required by the California Labor Code and <br />Employer's Liability with limits of $1,000,000 per accident for bodily injury. <br />(b)Additional Provisions. WOODSIDE will ensure that the General Liability and <br />Automobile Liability coverages required under this Agreement contain, or are <br />endorsed to contain, provisions requiring Redwood City to be named as an <br />Additional Insured Covered Party. <br />6.DISPUTE RESOLUTION. Should any dispute arise out of this Agreement, the <br />Parties shall meet in mediation and attempt to reach a resolution with the assistance of a <br />ATTY/AGR.2026.078/Town of Woodside (Fleet Equipment Maintenance Services) (Page 3 of 6)