3.

Payments

In consideration of the services provided by Contractor in accordance with all terms, conditions and specifications set forth herein and in Exhibit "A," County shall make payment to Contractor based on the rates and in the manner specified in Exhibit "B." The County reserves the right to withhold payment if the County determines that the quantity or quality of the work performed is unacceptable. In no event shall the County’s total fiscal obligation under this Agreement exceed FOUR HUNDRED AND THIRTY NINE THOUSAND DOLLARS ($439,000).

4.

Term and Termination

Subject to compliance with all terms and conditions, the term of this Agreement shall be from July 1, 2006 through June 30, 2010.

This Agreement may be terminated by Contractor, the County Manager, or his/her designee at any time without a requirement of good cause upon thirty (30) days’ written notice to the other party.

In the event of termination, all finished or unfinished documents, data, studies, maps, photographs, reports, and materials other than donor records (hereafter referred to as materials) prepared by Contractor under this Agreement, to the extent then owned by the Contractor, shall become the property of the County and shall be promptly delivered to the County. Upon termination, the Contractor may make and retain a copy of such materials. Subject to availability of funding, Contractor shall be entitled to receive payment for work/services provided prior to termination of the Agreement. Such payment shall be that portion of the full payment which is determined by comparing the work/services completed to the work/services required by the Agreement.

5.

Availability of Funds

The County may terminate this Agreement or a portion of the services referenced in the Attachments and Exhibits based upon unavailability of Federal, State, or County funds, by providing written notice to Contractor as soon as is reasonably possible after the county learns of said unavailability of outside funding.

6.

Relationship of Parties

Contractor agrees and understands that the work/services performed under this Agreement are performed as an independent Contractor and not as an employee of the County and that Contractor acquires none of the rights, privileges, powers, or advantages of County employees.

7.

Indemnification

Contractor agrees to indemnify the County, its employees and agents from any and all loss in any way occasioned by or arising out of the negligence of the contractor in the performance of this agreement. In no event shall any indemnity under this Section 5 exceed the amount of the proceeds received by the Contractor from the insurance required by this Agreement.

8.

Assignability and Subcontracting

Contractor shall not assign this Agreement or any portion thereof to a third party or subcontract with a third party to provide services required by contractor under this Agreement without the prior written consent of County. Any such assignment or subcontract without the County’s prior written consent shall give County the right to automatically and immediately terminate this Agreement.

9.

Insurance

The Contractor shall not commence work or be required to commence work under this Agreement unless and until all insurance required under this paragraph has been obtained and such insurance has been approved by Risk Management, and Contractor shall use diligence to obtain such issuance and to obtain such approval. The Contractor shall furnish the Department/Division with certificates of insurance evidencing the required coverage, and there shall be a specific contractual liability endorsement extending the Contractor's coverage to include the contractual liability assumed by the Contractor pursuant to this Agreement. These certificates shall specify or be endorsed to provide that thirty (30) days' notice must be given, in writing, to the Department/Division of any pending change in the limits of liability or of any cancellation or modification of the policy.

(1)

Worker's Compensation and Employer's Liability Insurance The Contractor shall have in effect during the entire life of this Agreement Workers' Compensation and Employer's Liability Insurance providing full statutory coverage. In signing this Agreement, the Contractor certifies, as required by Section 1861 of the California Labor Code, that it is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I will comply with such provisions before commencing the performance of the work of this Agreement.

(2)

Liability Insurance The Contractor shall take out and maintain during the life of this Agreement such Bodily Injury Liability and Property Damage Liability Insurance as shall protect him/her while performing work covered by this Agreement from any and all claims for damages for bodily injury, including accidental death, as well as any and all claims for property damage which may arise from contractors operations under this Agreement, whether such operations be by himself/herself or by any sub-contractor or by anyone directly or indirectly employed by either of them. Such insurance shall be combined single limit bodily injury and property damage for each occurrence and shall be not less than the amount specified below.

Such insurance shall include:

(a)

Comprehensive General Liability . . . . . . . . . . . . . . . . . .

$1,000,000

(b)

Motor Vehicle Liability Insurance . . . . . . . . . . . . . . . . . .

$1,000,000

(c)

Professional Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,000,000

County and its officers, agents, employees and servants shall be named as additional insured on any such policies of insurance, which shall also contain a provision that the insurance afforded thereby to the County, its officers, agents, employees and servants shall be primary insurance to the full limits of liability of the policy, and that if the County or its officers and employees have other insurance against the loss covered by such a policy, such other insurance shall be excess insurance only.

In the event of the breach of any provision of this section, or in the event any notice is received which indicates any required insurance coverage will be diminished or canceled, the County of San Mateo at its option, may, notwithstanding any other provision of this Agreement to the contrary, immediately declare a material breach of this Agreement and suspend all further work pursuant to this Agreement.

10.

Compliance with laws; payment of Permits/Licenses

All services to be performed by Contractor pursuant to this Agreement shall be performed in accordance with all applicable Federal, State, County, and municipal laws, including, but not limited to, Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended, and the Americans with Disabilities Act of 1990, as amended, and Section 504 of the Rehabilitation Act of 1973, as amended and attached hereto and incorporated by reference herein as Attachment “I,” which prohibits discrimination on the basis of handicap in programs and activities receiving any Federal or County financial assistance. Such services shall also be performed in accordance with all applicable ordinances and regulations, including, but not limited to, appropriate licensure, certification regulations, provisions pertaining to confidentiality of records, and applicable quality assurance regulations.

In the event of a conflict between the terms of this agreement and State, Federal, County, or municipal law or regulations, the requirements of the applicable law will take precedence over the requirements set forth in this Agreement.

Contractor will timely and accurately complete, sign, and submit all necessary documentation of compliance.

11.

Non-Discrimination and Other Requirements

A.

Section 504 applies only to Contractor who are providing services to members of the public. Contractor shall comply with § 504 of the Rehabilitation Act of 1973, which provides that no otherwise qualified handicapped individual shall, solely by reason of a disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination in the performance of this Agreement.

B.

General non-discrimination. No person shall, on the grounds of race, color, religion, ancestry, gender, age (over 40), national origin, medical condition (cancer), physical or mental disability, sexual orientation, pregnancy, childbirth or related medical condition, marital status, or political affiliation be denied any benefits or subject to discrimination under this Agreement.

C.

Equal employment opportunity. Contractor shall ensure equal employment opportunity based on objective standards of recruitment, classification, selection, promotion, compensation, performance evaluation, and management relations for all employees under this Agreement. Contractor’s equal employment policies shall be made available to County of San Mateo upon request.

D.

Violation of Non-discrimination provisions. Violation of the non-discrimination provisions of this Agreement shall be considered a breach of this Agreement and subject the Contractor to penalties, to be determined by the County Manager, including but not limited to

i)

termination of this Agreement;

ii)

disqualification of the Contractor from bidding on or being awarded a County contract for a period of up to 3 years;

iii)

liquidated damages of $2,500 per violation;

iv)

imposition of other appropriate contractual and civil remedies and sanctions, as determined by the County Manager.

To effectuate the provisions of this section, the County Manager shall have the authority to examine Contractor’s employment records with respect to compliance with this paragraph and/or to set off all or any portion of the amount described in this paragraph against amounts due to Contractor under the Contract or any other Contract between Contractor and County.

Contractor shall report to the County Manager the filing by any person in any court of any complaint of discrimination or the filing by any person of any and all charges with the Equal Employment Opportunity Commission, the Fair Employment and Housing Commission or any other entity charged with the investigation of allegations within 30 days of such filing, provided that within such 30 days such entity has not notified Contractor that such charges are dismissed or otherwise unfounded. Such notification shall include the name of the complainant, a copy of such complaint, and a description of the circumstance. Contractor shall provide County with a copy of their response to the Complaint when filed.

E.

Compliance with Equal Benefits Ordinance. With respect to the provision of employee benefits, Contractor shall comply with the County Ordinance which prohibits contractors from discriminating in the provision of employee benefits between an employee with a domestic partner and an employee with a spouse.

F. E.

The Contractor shall comply fully with the non-discrimination requirements required by 41 CFR 60-741.5(a), which is incorporated herein as if fully set forth.

G.

Compliance with Contractor Employee Jury Service Ordinance. Contractor shall comply with the County Ordinance with respect to provision of jury duty pay to employees and have and adhere to a written policy that provides that its employees shall receive from the contractor, on an annual basis, no less than five days of regular pay for actual jury service in San Mateo County. The policy may provide that employees deposit any fees received for such jury service with the contractor or that the contractor deduct from the employees regular pay the fees received for jury service.

12.

Retention of Records, Right to Monitor and Audit

(a) CONTRACTOR shall maintain all required records for three (3) years after the COUNTY makes final payment and all other pending matters are closed, and shall be subject to the examination and/or audit of the County, a Federal grantor agency, and the State of California.

(b) Reporting and Record Keeping: CONTRACTOR shall comply with all program and fiscal reporting requirements set forth by appropriate Federal, State and local agencies, and as required by the COUNTY.

(c) CONTRACTOR agrees to provide to COUNTY, to any Federal or State department having monitoring or review authority, to COUNTY's authorized representatives, and/or their appropriate audit agencies upon reasonable notice, access to and the right to examine all records and documents necessary to determine compliance with relevant Federal, State, and local statutes, rules and regulations, and this Agreement, and to evaluate the quality, appropriateness and timeliness of services performed.

(d) Notwithstanding the foregoing, nothing herein shall require the Contractor to disclose any confidential donor records.

13.

Merger Clause

This Agreement, including the Exhibits attached hereto and incorporated herein by reference, constitutes the sole Agreement of the parties hereto and correctly states the rights, duties, and obligations of each party as of this document's date. In the event that any term, condition, provision, requirement or specification set forth in this body of the agreement conflicts with or is inconsistent with any term, condition, provision, requirement or specification in any exhibit and/or attachment to this agreement, the provisions of this body of the agreement shall prevail. Any prior agreement, promises, negotiations, or representations between the parties not expressly stated in this document are not binding. All subsequent modifications shall be in writing and signed by the parties.

14.

Controlling Law

The validity of this Agreement and of its terms or provisions, as well as the rights and duties of the parties hereunder, the interpretation, and performance of this Agreement shall be governed by the laws of the State of California.

15.

Notices

Any notice, request, demand, or other communication required or permitted hereunder shall be deemed to be properly given when deposited in the United State mail, postage prepaid, or when deposited with a public telegraph company for transmittal, charges prepaid, addressed to:

In the case of County, to:

San Mateo County

County Manager’s Office

400 County Center

San Mateo, CA 94063

In the case of Contractor, to:

San Mateo County Parks and Recreation Foundation

215 Bay Road

Menlo Park, CA 94025

IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have affixed their hands.

COUNTY OF SAN MATEO

By:

President, Board of Supervisors, San Mateo County

Date:

ATTEST:

By:

Clerk of Said Board

San Mateo County Parks and Recreation Foundation

Contractor’s Signature

Date:

Exhibit “A”

In consideration of the payments set forth in Exhibit “B”, Contractor shall provide the following services:

A. Apply for grant funding on behalf of the County Parks and Recreation Division for projects. By way of example only, such projects may include the following:

•

Sanchez Adobe Historic Site upgrades

•

Coyote Point Park promenade and bay trail improvements

•

Sawyer Camp Trail improvements

•

Mirada Surf coastal trail construction

•

Habitat restoration projects

•

Fitzgerald Marine Reserve education center

•

Edgewood interpretive center

B. Provide in-kind donations and project management for activities. By way of example only, such activities may include the following:

•

Edgewood interpretive center design development and construction documents

•

Fitzgerald Marine Reserve education center design development and construction documents

•

Fitzgerald Marine Reserve interpretive signage

•

Environmental education teachers guide and kits

•

Mirada Surf interpretive signage

•

Parks for the Future facilitation

•

C. Seek donations for projects. By way of example only, such projects may include the following:

•

Sawyer Camp Trail improvements

•

Volunteer programs support

•

Training and conferences

•

Bicycle Sunday

•

Mirada Surf coastal trail

•

Edgewood butterfly recovery plan

•

Edgewood interpretive center construction

•

Fitzgerald Marine Reserve education center construction

•

Public education activities about County Parks

•

Improvements to Coyote Point Park

•

Habitat restoration projects

•

Sanchez Adobe Historic Site upgrades

D. Supply an itemized list of all gifts made to the County by the Contractor during the fiscal year ending June 30 and no later than July 31 of the succeeding fiscal year. Notwithstanding the foregoing, nothing herein shall require the Contractor to disclose any confidential donor records.

E. Contractor shall, from time to time and at the request of the County, contribute funds to the County of San Mateo for the benefit of Parks and Recreation System in accordance with the priorities set in the Parks and Recreation System plans and capital improvement program, subject to any restrictions that may have been placed by the donor on any specific gift or gifts made to the Contractor and subject to the Contractor’s funds availability. The timing of contribution of non-liquid assets shall be based on the County’s need for such assets balanced against the advantage or disadvantage of converting the assets to cash at a particular point in time.

F. Contractor agrees to provide the County with the following financial information:

•

An annual budget detailing projected income and expenses no later than three (3) months prior to the start of each fiscal year. Budget updates shall be provided during the course of the fiscal year whenever significant changes are made to the budget.

•

An annual report of income and expenses with an accompanying balance sheet listing fund balances within three (3) months after the end of each fiscal year.

•

Provide an unaudited quarterly report to the County Parks and Recreation Commission.

G. Projects may change based on unforeseen circumstances in which case the Contractor will notify the County and discuss alternative projects. Previously approved projects under this contract may be changed with the written approval of the County Manager, provided there is no change in the amount payable under this contract.

Exhibit “B”

In consideration of services provided by Contractor in Exhibit “A”, County shall provide the following:

A.

County will furnish to Contractor, for its exclusive use, office space of sufficient size to support the needs of the Contractor on a space available basis at a location to be determined by the County in consultation with the Contractor.

B.

Fees for Contractor related events in the County Parks are waived.

In consideration of the services provided by Contractor in Exhibit “A”, County shall pay Contractor based on the following fee schedule:

Fiscal Year 1 (7/1/06 – 6/30/07)

County shall pay to the contractor the sum of $132,000, to be paid in four (4) equal installments on the first business day on or after 7/1/06, 10/1/06, 1/1/07, 4/1/07.

Fiscal Year 2 (7/1/07 – 6/30/08)

County shall pay to the contractor the sum of $132,000, to be paid in four (4) equal installments on the first business day on or after 7/1/07, 10/1/07, 1/1/08, 4/1/08.

Fiscal Year 3 (7/1/08 – 6/30/09)

County shall pay to the contractor the sum of $100,000, to be paid in four (4) equal installments on the first business day on or after 7/1/08, 10/1/08, 1/1/09, 4/1/09.

Fiscal Year 4 (7/1/09 – 6/30/10)

County shall pay to the contractor the sum of $75,000, to be paid in four (4) equal installments on the first business day on or after 7/1/09, 10/1/09, 1/1/10, 4/1/10.