AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND THE BROAMOOR POLICE PROTECTION DISTRICT

THIS AGREEMENT, entered into this _____ day of ____, 2009, by and between the COUNTY OF SAN MATEO, hereafter called "COUNTY," and BROADMOOR POLICE DISTRICT hereafter called "DISTRICT";

W I T N E S S E T H:

WHEREAS, pursuant to Government Code §§ 51300 et seq., COUNTY may contract with DISTRICT for the performance of DISTRICT functions by the appropriate officers and employees of COUNTY; and

WHEREAS, DISTRICT desires to have COUNTY provide public safety dispatch services through the COUNTY as hereafter set forth, for and on behalf of DISTRICT, within the territorial limits of said DISTRICT, and COUNTY, by and through the San Mateo County Office of Public Safety Communications, is willing to perform such services,

NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES HERETO AS FOLLOWS:

1.

Exhibits.

Exhibit A, describing the Public Safety Communications services that the parties have agreed the COUNTY will provide for the DISTRICT, as well as the costs the DISTRICT will pay COUNTY for said services, is attached hereto and incorporated by reference herein.

2.

Services to be performed by COUNTY.

In consideration of the payments set forth herein, COUNTY shall perform a defined range of Public Safety Communications services for DISTRICT as set forth herein and in Exhibit A. (a) COUNTY will provide Public Safety Communication services as set forth in Exhibit A. (b) COUNTY will rent to DISTRICT the use of pagers or pager network access compatible with the COUNTY dispatch system, at the rates set forth in Exhibit A.

3.

Payments.

(a) DISTRICT shall make payment to the COUNTY for the total sum not to exceed $173,000 over the term of this agreement. The DISTRICT has agreed to a $10,000 equity realignment, each year for three years, terminating in 2010-11. This re-alignment compensates the COUNTY for cost increases incurred by the COUNTY that are not reflected in cost of living increases of the dispatch staff. (b) (b) The amount due for future years will be determined by negotiated increases in costs of salaries and benefits of COUNTY employees performing the work hereunder or by using the Bay Area CPI, which ever percentage is greater. The percentage of increases will be calculated and applied to the previous year’s annual payment. It will be the responsibility of the COUNTY to notify the DISTRICT of any such change as soon as it is published in written form. Every attempt to make this notification will be made in order to give the DISTRICT at least three months notification prior to the increase effective date. Contract negotiations commence during the summer of 2009. Once contracts are ratified, the DISTRICT will be notified, in writing, of the agreed upon labor increases as it affects the term of this contract. The amount payable to COUNTY may also be changed if there is a change in job responsibility of the dispatch staff, increase of call volume requiring an increase in the number of staff needed to effectively render service. Any increase will first be negotiated with and approved by the DISTRICT. 9 (c) The following rate and dates of increases, pursuant to the established Labor Contract for Communications personnel are: • FY 2008/09 $46,449 reflecting a three percent (3%) increase (November 2008) and an equity realignment. • FY 2009/10 $56,449 plus an increase based on either the labor contract or Bay Area CPI, which ever is greater. • FY 2010/11 FY2009/10 costs plus the 3rd realignment installment and an increase based on either the labor contract or Bay Area CPI, which ever is greater.

(d) In addition to the services and payments described in this agreement, COUNTY will facilitate the rental of either alpha-numeric pagers or network access in order to receive pages from the COUNTY CAD system to the designated DISTRICT wireless devices, as set forth in Exhibit A. (f) Should the DISTRICT require staffing for a pre-planned event above and beyond the basic console staffing, the COUNTY will charge the DISTRICT for said services at a rate not to exceed the overtime rate of a Supervising Communications Dispatcher.

4.

Term and Termination.

The term of this Agreement shall be from July 1, 2008 through June 30, 2011. This Agreement may be extended for a term of two years, adopting the terms, conditions and payment schedule, terminating June 30, 2013, by a written amendment approved and signed by the parties. This Agreement may be terminated by DISTRICT or COUNTY without a requirement of good cause, in the month of December, providing six (6) months written notice, to the other party. In the event of termination, payment shall be prorated based on the rates set forth in section 3.

5.

Relationship of Parties.

Both parties agree and understand that the work/services performed under this Agreement are performed as an independent contractor, and that neither party’s employees acquire any of the rights, privileges, powers, or advantages of the other party’s employees. No pension rights of DISTRICT or COUNTY employees will be affected by this Agreement.

6.

Hold Harmless.

A.

DISTRICT shall defend, save harmless and indemnify COUNTY, its officers and employees from any and all claims which arise out of the terms and conditions of this Agreement and which result from the negligent acts or omissions of DISTRICT, its officers and/or employees.

B.

COUNTY shall defend, save harmless, and indemnify DISTRICT, its officers and employees from any and all claims for injuries or damage to persons and/or property which arise out of the terms and conditions of this Agreement and which result from the negligent acts or omissions of COUNTY, its officers and/or employees.

C.

In the event of concurrent negligence of COUNTY, its officers and/or employees, and DISTRICT, its officers and/or employees, then the liability for any and all claims for injuries or damage to persons and/or property which arise out of terms and conditions of this Agreement shall be apportioned according to the California theory of comparative negligence.

D.

This section shall include, without limitation, any actions, claims, suits, demands, and liability of every name, kind, and description brought for, or on account of injuries to or death of any person, including DISTRICT or COUNTY, or damage to property of any kind whatsoever and to whomsoever belonging.

E.

The duty to indemnify and hold harmless as set forth herein shall include the duty to defend as set forth in Civil Code Section 2778.

7.

Assignability and Subcontracting.

Neither party may assign the benefits nor delegate the duties set forth in this Agreement.

8.

Insurance.

Both parties shall maintain sufficient insurance, self-insurance or a combination thereof to comply with the following requirements, and, if requested, each party shall furnish the other party with certificates of insurance evidencing the required coverage. Thirty (30) days' notice must be given, in writing, to the COUNTY Manager’s Office of any pending change in the limits of liability or of any cancellation or modification of the policy.

A.

Worker's Compensation and Employer's Liability Insurance. Both parties shall have in effect during the entire life of this Agreement Worker’s Compensation and Employer's Liability Insurance, or an acceptable program of self-insurance providing full statutory coverage. In signing this Agreement, parties certify, as required by Section 1861 of the California Labor Code, that they are 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 parties will comply with such provisions before commencing the performance of the work of this Agreement.

B.

Liability Insurance. DISTRICT and COUNTY 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 DISTRICT’s and COUNTY’s 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:

1.

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

$2,000,000

2.

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

$2,000,000

9.

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.

DISTRICT and COUNTY 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. DISTRICT’s and COUNTY’s equal employment policies shall be made available to either party upon request.

10.

Retention of Records.

Each party agrees to provide to the other party, to any federal or state department having monitoring or reviewing authority, to COUNTY’s or DISTRICT’s authorized representatives and/or their appropriate audit agencies upon reasonable notice, access to and the right to examine and audit 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. DISTRICT and COUNTY shall maintain and preserve all financial records relating to this Agreement for a period of four (4) years from the termination date of this Agreement, or until audit findings are resolved, whichever is greater.

11.

Merger Clause.

This Agreement, including the Exhibit hereto 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. 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.

12.

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.

13.

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: County Manager Hall of Justice and Records 400 County Center Redwood City, CA 94063 In the case of DISTRICT, to: Chief of Police/District Manager 388 88th Street Daly City, CA 94015-1717

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

COUNTY OF SAN MATEO

By:

President of the Board of Supervisors

Date:

DISTRICT OF BROADMOOR

By:______________________________________

Date: __________

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