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5. Recommendations and actions of COMMITTEE shall be approved by a majority vote of COMMITTEE. VI. NO CHANGE IN EMPLOYMENT EFFECTED HEREBY All persons employed by OPERATOR to perform services pursuant to this M.O.U. shall be and remain OPERATOR employees and shall at all times be under the direction and control of OPERATOR. No CITIES' employees shall perform services which OPERATOR is obligated to provide under this M.O.U. All persons employed by OPERATOR to perform the services pursuant to this M.O.U. shall be entitled solely to the rights and privileges given to OPERATOR employees and shall not be entitled, as a result of providing services required hereunder,to any additional rights and privileges given to CITIES' employees. CITIES shall not be liable for the direct payment of any salaries, wages, or other compensation to any OPERATOR personnel performing services hereunder for OPERATOR or any liability other than that provided for in this M.O.U. VII. INDEMNIFICATION CITIES agree to defend, indemnify, and hold harmless the COUNTY, its officers, employees and agents, from any and all acts, claims, omissions, liabilities and losses by whomever asserted arising out of acts of omissions of CITIES in the performance of the scope of work except those arising by reason of the sole negligence of the COUNTY, its officers, employees or agents. OPERATOR agrees to defend, indemnify and hold harmless CITIES, their officers, employees and agents, from any and all acts, claims, liabilities and losses by whomever asserted arising out of acts or omissions of the Operator in the performance of the scope of work, except those arising by reason of the sole negligence of CITIES,their officers, employees and agents. VIII.. TERM This M.O.U. shall commence on 2014, and shall continue for three (3) years thereafter unless terminated. This M.O.U. may be extended for two periods of two years upon mutual agreement of the OPERATOR and PARTICIPATING ENTITIES. The OPERATOR or PARTICIPATING ENTITIES may terminate this M.O.U. upon written notice one hundred eighty (180) days prior to termination date. Termination initiated on behalf of PARTICIPATING ENTITIES shall require a majority vote of the COMMITTEE. Upon termination of this M.O.U., interests in furnishings and equipment will remain with PARTICIPATING ENTITIES. IX. MODIFICATION This M.O.U. may only be modified in writing by mutual agreement of all parties hereto. CITIES: By: By: Christopher Foss, City Manager Dublin City Attorney City of Dublin Approved as to form 6