THIS AGREEMENT is entered into this _____ day of ____, 2009, by and between the COUNTY OF SAN MATEO, hereafter called "COUNTY," and CITY OF MILLBRAE hereafter called "CITY";


W I T N E S S E T H:


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


WHEREAS, CITY desires that COUNTY provide public safety dispatch services COUNTYas hereafter set forth, for and on behalf of CITY, within the territorial limits of CITY, and COUNTY, by and through its Office of Public Safety Communications, is able and willing to perform such services,






Exhibit A, describing the services that the parties have agreed the COUNTY will provide for the CITY, as well as the fees the CITY will pay COUNTY for said services, is attached hereto and incorporated by reference herein.



Services to be performed by COUNTY.

In consideration of the payments set forth herein, COUNTY shall perform a defined range of Public Safety Communications (PSC) services for CITY as set forth herein and in Exhibit A:

(a) COUNTY will provide PSC services as set forth in Exhibit A.

(b) COUNTY will rent to CITY the use of pagers that are compatible with the COUNTY dispatch system, at the rates set forth in Exhibit A.




a) (a) The CITY will pay the following fees for the duration of the three-year contract:

    FY 09-10 $233,832

    FY 10-11 $233,832

    FY 11-12 $233,832

The parties agree and acknowledge that the above fees do not include cost-of-living increases, and no cost-of-living increases shall be applied for the initial three-year period of this Agreement. The stated fees are based on projected total cost recovery for COUNTY for services rendered, and are commensurate with the call volume COUNTY currently processes for Millbrae Police as translated into percentage. Millbrae’s call volume represents 37% of the total workload worked at the ‘Shared Services” (Half Moon Bay PD, Broadmoor, Law Mutual Aid and Millbrae) console at PSC.

(b) The amount due for future years (following the initial three-year period under this Agreement) will be determined based upon the effects of negotiated increases in costs of salaries and benefits of COUNTY employees performing the work hereunder. The percentage of increases will be calculated and applied to the applicable annual fee for any extension periods on an annual basis.

(c) In addition to the services and payments described in this agreement, COUNTY will rent alpha-numeric pagers to city as set forth in Exhibit A.

(d) Should the CITY require staffing for a pre-planned event above and beyond the basic console staffing, the COUNTY will charge the CITY for said services at a rate not to exceed the overtime rate of a Supervising Communications Dispatcher.


Term and Termination.

The term of this Agreement shall be from October 1, 2009 through June 30, 2012. This Agreement may be extended for a term of two years, terminating June 30, 2015, by a written amendment approved and signed by the parties.

This Agreement may be terminated by CITY or COUNTY without a requirement of good cause, effective December 31, by providing six (6) months advance written notice to the other party.

In the event of termination, payment shall be prorated based on the rates set forth in section 3.



Relationship of Parties.

Both parties agree and understand that the work/services performed by COUNTY 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 CITY or COUNTY employees will be affected by this Agreement.



Hold Harmless.



CITY 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 CITY, its officers and/or employees.



COUNTY shall defend, save harmless, and indemnify CITY, 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.



In the event of concurrent negligence of COUNTY, its officers and/or employees, and CITY, 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.



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 CITY or COUNTY, or damage to property of any kind whatsoever and to whomsoever belonging.



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.



Assignability and Subcontracting.

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




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.



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.



Liability Insurance. CITY 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 them 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 CITY’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:



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




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






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.


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



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 CITY’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.

CITY 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.



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.



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.




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 CITY, to:

City Manager

City of Millbrae

621 Magnolia

Millbrae, CA 94030


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




President of the Board of Supervisors






Date: __________




Clerk of the Board