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performed is on City or County property, and any and all claims that may arise under the Worker’s Compensation Act of the State on behalf of those employees so engaged shall be the responsibility of the City. 11.INDEMNIFICATION AND THIRD-PARTY CLAIMS: The City and County shall indemnify, defend, and hold each other harmless against any and all liability, losses, costs, damages, expenses, claims, or action, including attorney’s fees, which the indemnified party, its officials, agents, or employees may hereafter sustain, incur, or be required to pay, arising out of or by reason of any act or omission of the indemnifying party, its officials, agents or employees, in the execution, performance, or failure to adequately perform the indemnifying party’s obligation pursuant to the Agreement. Any and all claims made by any third party as a consequence of any negligent act or omission on the part of an employee or contractor of a party as they are engaged on any of the work contemplated herein, shall be the obligation and responsibility of the party employing or retaining the worker, unless another agreement allocates responsibility differently. Nothing in this Agreement shall constitute a waiver by the County or the City of any statutory or common immunities, limits, or exceptions on liability. 12.TERMINATION AND REPLACEMENT AGREEMENT: This Master Agreement may not be terminated, except by mutual agreement of the parties. However, should either party be in default of its obligations under this Master Agreement three times within a twelve-month period or should a default continue for more than 30 days, the City Public Works Director and the County Traffic Engineer of Public Works shall meet and discuss proposed practices to ensure that additional defaults do not occur in the future. Said meeting shall occur within 30 days of the non-defaulting party making a written request to the defaulting party. Should the parties not be able to come to an agreement regarding how to resolve the defaults, the non-defaulting party may give notice to the defaulting party that they request a County-led maintenance plan be invoked. After notice is received, the County-led maintenance plan will take effect on the first of the month six months after the notice. Under a County-led maintenance plan, the County will perform all responsibilities contemplated herein for all Signal Systems identified on Exhibits A-1 and A-2 (as the same may be amended from time to time and the parties will split the costs based on the number of legs entering the intersection. EVP and painting will continue to be 100% the cost responsibility of the City, but the work will be done by the County. The City will reimburse the County for the City’s share of those costs. The City’s share shall be equal to the ratio of the number of legs entering the intersection which are controlled by the City to the total number of legs entering the intersection. The costs will be calculated as provided in Section 9 (plus the costs of electricity), plus an additional 15% for administration. At any time, if an emergency exists and the City is unable to perform its obligations, the County may perform the work necessary and seek reimbursement for its actual costs. At any time, if an emergency exists and the County is unable to perform its obligations, the City may perform the work necessary and seek reimbursement for its actual costs. 13.ADDING OR REMOVING SIGNAL SYSTEMS: The signals included in this Master Agreement may be added or removed by updating Exhibits A-1 and/or A-2, as applicable. A signal may be added to Exhibit A-1 or A-2: a.COOPERATIVE AGREEMENT: If a new signal is installed (or an existing one is replaced) and the allocation of maintenance responsibilities is identified in a properly approved cooperative agreement adopted in anticipation of the development or installation of the signal, the signal may be added to Exhibit A-1 or A-2 (as applicable) and the maintenance responsibilities allocated as provided in the cooperative agreement. The governing cooperative agreement number must be noted for reference. b.MAINTENANCE AGREEMENT: If the parties approve a different allocation of maintenance responsibilities through a property adopted separate formal agreement, the change may be reflected on Exhibits A-1 and/or A2 (as applicable) and the maintenance responsibilities allocated as provided therein. The separate agreement number must be noted for reference.