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ATTACHMENT 1 recommendations from COMMITTEE before making such changes. COMMITTEE may accept or reject the changes. OPERATOR shall use its discretion to address emergencies and shall be required to provide COMMITTEE with a report detailing any temporary changes to policy or the budget to address the emergency. 4. In the event OPERATOR is required to make changes to SHELTER operations to conform to operational and regulatory mandates affecting SHELTER, including mandates from Alameda County or changes to SHELTER service areas, OPERATOR shall notify COMMITTEE, in writing, of the expected financial and operational implications of the change(s) prior to implementation. COMMITTEE may recommend alternative policies, budget amendments,procedures, and operations. COMMITTEE may request OPERATOR maintain information detailing the affect the change(s)have on SHELTER operations and budget. 5. Recommendations and actions of COMMITTEE shall be approved by a majority vote of COMMITTEE. VI. NO CHANGE IN EMPLOYMENT AFFECTED HEREBY All persons employed by OPERATOR to perform services pursuant to this Agreement 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 Agreement. All persons employed by OPERATOR to perform services pursuant to this Agreement 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 Agreement. 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 or 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, omissions, liabilities and losses by whomever asserted arising out of acts or omissions of OPERATOR in the performance of the scope of work except those arising by reason of the sole negligence of CITIES,their officers, employees or agents. Page 6 of 7