Agmt 2004 Alameda County Public Works Agency

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(a) Establish parcel information utilizing the records of the County Assessor of the County of Alameda each year. (b) Input the EMS Fee Table and provide City with a copy for their review and approval. (c) Calculate and provide the City with a copy of the proposed EMS Tax levy for their review and/or modification no later than fourteen (14) working days prior to submission to the Auditor's office every year. (d) Make changes to the proposed EMS Tax levy as appropriately requested by the City after their review and submit the changes to the City no later than five (5) working days prior to the deadline of the County Auditor's office. SECTION 3. Liability, Indemnity and Release (a) The Agency shall exercise its best efforts to perform its obligations under this MOU. However, the City understands and agrees that the utilization ofand/or reliance upon the work performed by the Agency and any information provided under this MOU shall be based upon the City's own judgment and independent review. (b) The City agrees to indemnify, defend and hold harmless the Agency, the County, its Board of Supervisors, the Agency's and County's officers, employees and agents (collectively "Indemnitees") from and against any and all claims, losses, damages, liabilities or expenses, including reasonable attorney fees incurred in the defense thereof, for injury or damage to any person (including but not limited to the City) which arise out of or are connected with the performance of this MOU by the Agency or the City (herein "Liabilities"), except for those Liabilities that are caused solely by the willful misconduct of any Indernnitee. (c) The City also hereby releases the Indemnitees from any and all such Liabilites, except where those Liabilities that are caused solely by the willful misconduct of any Indernnitee. SECTION 4. Service Fees. The City shall pay administrative fees incurred by the Agency related to the implementation program and annual levy of the EMS Tax. The fees shall include actual labor costs both direct and overhead and contract costs incurred by Agency. City shall pay such fees upon demand of Agency and submission of documentation supporting such fees. SECTION 5. Amendment of the MOU. This MOU can be amended only in writing. The parties acknowledge that they will meet as needed to determine whether any amendments are necessary. SECTION 6. Time of the Essence. Time is of the essence in this MOU. SECTION 7. Counterparts. This MOU may be executed in one or more counterparts. Each shall be deemed an original and all, taken together, shall constitute one and the same instrument. SECTION 8. Waivers. No waiver or any breach of covenant or provision in this MOU shall be deemed a waiver of any other covenant or provision in this MOU and no waiver shall be valid unless in writing and executed by the waiving party. SECTION 9. Construction. Headings at the begiruling of each section and subsection are solely for the convenience of the parties and are not a part of nor should they be used to interpret this MOU. The singular form shall include plural, and vice versa. This MOU shall not be construed as if it had been prepared by one of the parties, but rather as if both parties have prepared it. Unless otherwise indicated, all references to sections are to this MOU. All exhibits referred to in this MOU are attached to it and incorporated in it by this reference. 2