This Agreement is entered into on ________________________, 2010, between the COUNTY OF SAN MATEO, hereinafter referred to as "County" and San Mateo County Pre-Hospital Care Medical Group hereinafter referred to as the "JPA." The JPA is comprised of the following agencies : City of Daly City, City of Pacifica, City of Brisbane, Colma Fire Protection District, City of South San Francisco, City of San Bruno, City of Millbrae, City of Burlingame, Town of Hillsborough, City of San Mateo, City of Foster City, City of San Carlos, Belmont Fire Protection District, City of Redwood City, Coastside Fire Protection District, Menlo Park Fire Protection District, Woodside Fire Protection District, San Mateo County Fire, hereinafter referred to as "members”.


WHEREAS, it is beneficial for County to provide dispatch communications services to the geographical areas served by various fire agencies within the County; and

WHEREAS, County is willing to provide such services to the members of the JPA ; and

WHEREAS, The JPA will designate the geographical area to which services will be provided ; and

WHEREAS, it is necessary and desirable that the parties enter into the Agreement as set forth below;

NOW, THEREFORE, IT IS HEREBY AGREED between the County and JPA as follows:

1. County Obligations

2. JPA Obligations

3. Payment

4. Term. The primary term of this agreement shall be from February 1, 2010 through June 30, 2013 with an additional six year extension on terms mutually acceptable to the parties. Prior to June 30, 2013 the contract will be reopened for insertion of agreements reached by the JPA and PSC concerning rate structure and other contract modifications as agreed upon by both parties. Either party can terminate the agreement with 360 days written notice of the intended date of termination.

5. Notice. All notices, demands, requests, consents, approvals, waivers, or

County: County Manager

Hall of Justice and Records

400 County Center

Redwood City, CA 94063-1662

6. Conflict Resolution. The JPA and PSC will develop a dispute resolution process to be utilized should unresolved conflict arise. The language will be developed prior to 2011.

7. 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

JPA or County employees will be affected by this Agreement.

8. Hold Harmless.

A. JPA 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 JPA, its officers and/or


B. County shall defend, save harmless, and indemnify JPA, 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

JPA, 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


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 JPA 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.

9. Assignability and Subcontracting.

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

10. 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 or the Executive Director’s office, respectively, of any pending change in the limits of liability or of any cancellation or modification of the policy.

11. 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.

JPA 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. JPA’s and County’s equal

employment policies shall be made available to either party upon request.

12. 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 JPA’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.

JPA 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.

13. 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.

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.

IN WITNESS WHEREOF, the parties hereto by their duly authorized representatives have affixed their hands on the day and year in this Agreement first above written.

__________________________ ___________________________________

Richard S. Gordon, President Date

Board of Supervisors

County of San Mateo


_______________________________ ___________________________________

Clerk of the Board of Supervisors            Date


___________________________ _________________________________

Irene O’Connell

Chair, Board of Directors Date

San Mateo County Pre-Hospital

Emergency Medical Services Group



1. Communications services are described as:

2. In providing communications services, the County shall: