CARE AMBULANCE SERVICES, INC. (2)

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FIRST AMENDMENT TO EMERGENCY MEDICAL SERVICES TRANSPORTATION MUTUAL AID AGOEMENT FOR ORANGE COUNTY FIRE UTHORII EXCLUSIVE OPERATING AREAS THIS FIRST AMENDMENT TO EMERGENCY ICAL SERVICES TRANSPORTATION MUTUAL AID AGREEMENT FOR ORANGE COUNTY FIRE AUTHORITY EXCLUSIVE OPERATING AREA (this "Ament(ment") is entered into as of March 3, 2014, between SHORELINE AMBULANCE COMPANY, LLC, a California limited iability company ("Shoreline"), and CARE AMBULANCE SERVICE, INC., a California corporation! ("Care"), with reference to the following: A. Shoreline and Care made and entered intol that certain Emergency Medical Services Transportation Mutual Aid Agreement For Orange Cou Fire Authority Exclusive Operating Area (the "Agreement") dated as of September 1, 2013 (the `X >rt cement Effective Date"), with respect to certain backup or secondary emergency ambulance se( -vices, as more particularly described in the Agreement. B. The Agreement was made and entered into, untong other reasons, in connection with that certain Agreement for EMS Emergency Transportation Services dated as of February 13, 2013 (the "City Contract"), between Shoreline and the City of Westminster, a California municipal law corporation ("W'), C. To obtain City approval of the Agreement and of Care as a `Second Tier Provider" (as defined in the City Contract), the Agreement must provide, among other terms, that Care has no remedies against City, and for each of Shoreline and Car to indemnify City for claims related to the Agreement. By notice dated February 26, 2014, City declared that such requirements have not been satisfied, and requested such be so satisfied by means o£fiis Amendment. D. The parties now desire to amend the Agreem nt as provided in this Amendment. Initially capitalized terms that are not otherwise defined in this fimendment shall have the meaning given to such terms in the Agreement. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowleged, the parties agree as follows: 1. No Recovery From City. Care acknowledgs and agrees as follows: (i) Care shall not seek compensation from City for any emergency transpoation services Care may provide under the Agreement, (ii) Care shall have no recourse against City to recover for any emergency transportation services Care may provide under the Agreement, and (ill) in the event of a dispute with Shoreline under the Agreement, Care shall not be entitled to any remedy against or recovery from City. 2. City Indemnity. 2.1 By Shoreline. Shoreline shall indemnifyInd defend City against any claims or demands arising out of, or which are in any way related to, Shoreline' acts or omissions in providing services under the Agreement, excepting acts or omissions specifically directed by City, OCFA or their respective officers, agents or employees acting within the scope of their duties, agency or employment (individually 4@90 35(stq,