Proposed JEPA Redline Version.pdf — Fairfield City Council, September 16, 2025

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JOINT EXERCISE OF POWERS AGREEMENT FOR THE PROVISION AND

MANAGEMENT OF EMERGENCY AMBULANCE SERVICES

This Joint Exercise of Powers Agreement (“Agreement”), is entered by and among the City of Fairfield, the City of Vallejo, the City of Benicia, the City of Dixon, the City of Rio Vista, and the City of Suisun City (the “City Parties”), the Cordelia Fire Protection District, the Montezuma Fire Protection District, the East Vallejo Fire Protection District, the Dixon Fire Protection District, the Vacaville Fire Protection District , and the Suisun Fire Protection District (the “District Parties”) (individually a “Party,” and collectively, the “Parties”).

WITNESSETH:

WHEREAS, pursuant to the Joint Exercise of Powers Act, Title 1, Division 7, Chapter 5 of the California Government Code, two or more public agencies may by agreement jointly exercise any power common to the contracting parties; and

WHEREAS, each of the Parties is a “public agency” as that term is defined in Section 6500 of the California Government Code; and

WHEREAS, pursuant to Sections 54980-54983 of the California Government Code, each of the Parties is empowered to enter agreements with the other Parties for the perfor mance of firefighting and ambulance services and functions within each of the Parties’ territories; and

WHEREAS, pursuant to Section 38794 of the California Government Code, each of the City Parties is empowered to contract for ambulance services to serve their residents as convenience requires; and

WHEREAS, pursuant to Sections 13862 and 13878 of the California Health and Safety Code and Sections 20811 and 20812 of the California Public Contract Code, each of the District Parties is empowered to provide and contract for ambulance services and emergency medical services (“EMS”) inside and outside of their territories; and

WHEREAS, pursuant to the Revenue Bond Law of 1941, Title 5, Division 2, Part 1, Chapter 6 of the California Government Code , each of the Parties is empowered to acquire, construct, improve, lease, operate, maintain, repair, staff, or manage, as an enterprise, all parts of, and appurtenances to, an ambulance service; and

WHEREAS, pursuant to Sections 14105.94, 14105.945, 14129, and 14129.3 of the California Welfare and Institutions C ode and the State Plan Amendment 22 -015 to the State of California’s Medicaid State Plan Under Title XIX of the Social Security Act Amendments of 1965 (Public Law 89 -97), as may be amended from time to time, each of the Parties is eligible to participate i n the Public Provider Ground Emergency Medical Transport Intergovernmental Transfer (“PP-GEMT IGT”) Program and receive increased reimbursements for the provision of ground emergency medical transport services to Medi-Cal beneficiaries; and

WHEREAS, pursuant to Sections 1797.230 and 1797.231 of the California Health and

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Safety Code, each of the Parties is empowered to contract with a county to provide emergency ambulance services, in whole or in part, through a written subcontract with a private ambulance service, provided that such written subcontract is awarded pursuant to a compe titive bidding process consistent with Section 20812 of the Public Contract Code; and

WHEREAS, the Parties desire to maximize use of the existing resources, create cost saving opportunities, reduce duplication, and provide medical and other emergency ser vices at a high level of service for the communities they serve by contracting with the County of Solano (“County”) to provide emergency ambulance services, in whole or in part, through a written subcontract with a private ambulance service; and

WHEREAS, the Parties desire to accomplish the aforesaid purpose by jointly exercising their common powers in the manner set forth in this Agreement.

NOW, THEREFORE, the Parties, for, and in consideration of the mutual benefits, promises, and agreements set forth herein, AGREE as Follows:

I. Purpose.

A. The purpose of this Agreement is for the Parties to jointly exercise their common powers to provide, contract for, manage, equip, maintain, and operate ambulance services and EMS as contractors of County utilizing a priva te ambulance service and fire agency subcontractors. Such purpose shall be accomplished, and common powers exercised, in the manner set forth in this Agreement.

B. The Parties may use the designation “Solano County Fire & EMS ” or “SCFE” to identify the provision of the services provided under this Agreement . The use of such designation shall not be deemed to create a separate legal entity or to change the liability or the contractual obligations of the Parties under this or any other agreements.

C. All pre -existing obligations, rights, and privileges of the Parties shall continue hereunder, subject to the terms and conditions of this Agreement.

II. Administration.

A. The duties set forth in this Section II of the Agreement shall be conducted by an administrative entity to be known as the “Executive Committee.”

1. The members of Executive Committee shall consist of:
i. The Fire Chiefs City Managers of each of the six (6) City Parties; provided, however, that for a District Party that contracts out for First Responder, Advanced Life Support (FRALS) from a City Party, the City Manager of that City Party shall also represent the interests of the District Party..

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ii. One (1) Fire Chief of a District Party County Administrator representing the District Parties governed by the County Board of Supervisors.six (6) Districts, who shall represent the District Parties on the Executive Committee . for two years and rotate among District Parties; provided, however, that the District Parties’ Fire Chief representative may not come from a District Party that contracts out services from City Party.
iii. After the Effective Date of this Agreement, a District Party that increases its level of service to Advanced Life Support (“ALS”) shall be entitled to have its Fire Chief serve as a member of the Executive Committee , and shall no longer be represented by the City Manager or District Parties’ Fire Chief representative County Administrator as provided for in sections II.A.1.i and ii, above.

2. The Executive Committee shall be advised by a Technical Advisory Committee on service delivery, recommend changes to the SCFE operation, and recommend allocation of capital reserve funds for the reinvestment of SCFE net revenues, which shall consist of: Each Fire Chief may designate an officer from their own fire service agency to serve in their place on the Executive Committee. A technical advisory committee shall be established and consists of
i. Tthe Fire Chiefs of each of the six (6) City Parties and District Parties; and;
i. one (1) Fire Chief from the District Parties that does not contract their services through one of the City Parties. This committee should advise the Executive Committee on service delivery, recommend changes to the SCFE operation, and recommend allocation of capital reserve funds for the reinvestment of SCFE net revenues.
ii. At its discretion, the Executive Committee may invite a A representative from County’s local EMS agency ; and to serve as a non-voting, advisory member of the Executive Committee. iii. At its discretion, the Executive Committee may invite a A representative from SCFE’s private ambulance service
subcontractor. to serve as a non -voting, advisory member of the Executive Committee.

2.3. The Executive Committee shall meet at least once (1) per quarter in a publicly noticed meeting accessible to the general public, and may meet as needed more often.

3.4. A simple majority of the Executive Committee shall constitute a quorum.

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4.5. Actions related to SCFE operationsservices, exclusive of any financial matters, such as, for example, a change to the posting locations of SCFE ambulances, shall require a majority vote. In the event of a tie vote by the Executive Committee, the City of Fairfield Fire Chief City Manager, as the representative of SCFE Manager (as that term is defined in section III.A., below), shall resolve the deadlock by casting an additional determinative vote.

5.6. Actions related to SCFE financial matters, including but not limited to budgeting and disposition of net revenues, including eligible expenditures of the capital reserve funds as defined in Section III.I.4 , and recommendations to the Parties regarding amendments to this Agreement , shall require a two-thirds vote of the Executive Committee.

6.7. The Parties acknowledge and agree that the Executive Committee is not a “legislative body,” a separate legal entity, or a joint powers agency or authority, partnership, joint venture, or joint enterprise of any kind.

B. The Executive Committee and Technical Advisory Committee shall advise and consult SCFE Manager (as that term is defined in section III.A., below), as necessary, on matters impacting or related to SCFE’s ambulance services or County’s EMS system, including, but not limited to, the following:

1. Ambulance deployments, facilities, unit distribution, staffing levels, subcontracts, equipment, and other operational aspects of SCFE’s ambulance services;

2. Funding for, and reinvestment of net revenues from, SCFE’s ambulance services;

3. Clinical performance issues and quality improvement programs for SCFE’s ambulance services and the Parties’ first responder EMS; and

4. County EMS system integration and SCFE ambulance service delivery innovation.

III. Management.

A. The City of Fairfield Fire Department shall serve as the “ SCFE Manager” and manage, administer, and oversee day -to-day operations of SCFE and all services, programs, and contracts required under this Agreement.

B. SCFE Manager shall enter all agreements, engage all subcontractors and consultants, as necessary, and take all actions necessary to effectuate the purposes of this Agreement and the SCFE services and programs set forth herein.

C. SCFE Manager shall comply with the requirements and expectations of this Agreement, as well as all applicable federal, state, and local laws, regulations, and

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rules.

D. SCFE Manager shall coordinate and cooperate with each Party regarding the performance of services within their respective jurisdiction.

E. The Executive Committee shall advise and consult SCFE Manager regarding services for, or special projects performed on behalf of, any Parties.

F. SCFE Manager shall provide financial and general services to the SCFE for the term of the Agreement, including accounts payable, acquisitions, contracting, and procurements, procurementsd, billing and accounts receivable, general accounting and reporting, budget development and monitoring, and other general services as necessary to effectuate the purposes of this Agreement.

G. SCFE Manager may enter subcontracts to perform the financial and general services in this Section III.E.

H. SCFE Manager shall charge SCFE an annual fee of Six Hundred Fifty Thousand Dollars One Million Dollars ($650,000 $1,000,000.00) for administering this Agreement and the SCFE services and programs set forth herein (“Administration Fee”). The Administration Fee shall be adjusted each subsequent year by the percentage increase/decrease in the Consumer Price Index, All Urban Consumers for Medical Care (U.S. city average) (1982-1984=100) (“Medical CPI ”). The Parties acknowledge and agree that the Administration Fee and any subsequent Medical CPI increases or decreases represent the reasonable cost to SCFE Manager providing administrative services to SCFE. Every three (3) years, no later than 30 days a fter the anniversary of the effective date of this Agreement, the SCFE Manager shall provide a report to the Ex ecutive Committee to ensure that the Administration Fee correctly demonstrates the costs of managing, administering, and overseeing day -to-day operations of SCFE and all services, programs , and contracts, required under this Agreement.

I. SCFE Manager shall operate SCFE and account for all payments, revenues, reimbursements, expenditures, disbursements , credits, and debits through an enterprise fund (i.e., a fund established to account for operations financed and operated in a manner similar to private business enterprises, where the intent of the government body is that the costs of providing goods or services to the genera l public on a continuing basis be financed or recovered primarily through user charges), which shall include the following subfunds:

1. An operations fund equal to SCFE’s estimated annual operating expenses for the fiscal year.

2. An operating reserve fund equal to no less than $10,000,000 six (6) months of annual operating expenses, to be fully funded within three (3) years of implementation of ambulance services pursuant to Section IV, below, or as mutually amended by the Executive Committee pursuant to requirements of Section II.A.6 herein.

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3. A risk management reserve fund equal to no less than 0.01% of SCFE gross revenues.

4. A capital reserve fund for the reinvestment of SCFE net revenues into, among other things, the following:
i. The acquisition, construct ion, improvement, leas ing, operat ion, maintenance, repair, staf fing, and/or management of all parts of, and appurtenances to, SCFE ambulance services;
ii. The acquisition, construct ion, improve ment, leas ing, operat ion, maintenance, repair, staf fing, and/or management of all parts of, and appurtenances to, the Parties’ FRALS services and programs , as that term is defined in Section V;
iii. Providing financial s upport, for a public agency emergency communications center for the purpose of consolidated countywide, fire/EMS dispatching services;
iv. The recruitment and retention of prehospital EMS personnel and the provision and expansion of prehospital EMS personnel training and continuing education, including but not limited to coursework, patient simulators, training aids;
v. The acquisition, construct ion, improve ment, leas ing, operat ion, maintenance, and/or repair of EMS durable equipment and disposable medical supplies for the Parties , such as, for example, Automated External Defibrillators (AEDs) , naloxone (Narcan), Epinephrine Auto Injectors, and Lund University Cardiopulmonary Assist System (LUCAS) devices;
vi. The acquisition, construct ion, improve ment, leas ing, operat ion, maintenance, and/or repair of EMS-related information technology (IT) software, hardware, and sol utions, such as, for example, electronic patient care report (ePCR) systems, apparatus mounted mobile digital computers (MDC), and automatic vehicle location (AVL) systems; vii. The acquisition, construct ion, improve ment, leas ing, operat ion, maintenance, repair , staf fing, and/or management of all parts of, and appurtenances to, community paramedicine , triage to alternate destination, and other similar ambulance and EMS programs for the Parties;; and
viii. EMS community education programs , hospital interface requirements and innovation, clinical trial participation and support, and other County EMS system requirements; and
viii.ix. Reimbursement to City of Fairfield for all funds incurred, advanced, or

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otherwise contributed toward the organization, development, and startup costs of SCFE, including but not limited to costs to procure a private ambulance subcontractor, costs to develop a proposal responding to a competitive process administered by County’s local EMS agency, legal costs and expenses, and SCFE’s initial ope rating expenses. Any costs in excess of $100,000 shall receivebe subject to reimbursable expenses only and requre advance approval of the Executive Committee before payment to City of Fairfield.

J. To the extent that any special projects are performed on behalf of any Parties, such costs shall be borne by the benefiting Parties. This cost shall be offset against any revenue received by the benefiting Parties under this Agreement.

K. The Parties acknowledge and agree that SCFE Manager is not performing services as the agent of the Parties, but rather, as a service provider, and SCFE Manager does not assume any fiduciary duties to the Parties in the performance of these financial and general services.

IV. Ambulance Services.

A. SCFE, through SCFE Manager, shall contract with the County to provide emergency ambulance services (“Ambulance Contract”) and shall provide those services, in whole or in part, through a written subcontract with a private ambulance service (“Ambulance Subcontract”) in accordance with Sections 1797.230 and 1797.231 of the California Health and Safety Code.

B. SCFE, through SCFE Manager, shall award the Ambulance Subcontract pursuant to a competitive bidding process in accordance with Section 179 7.231 of the California Health and Safety Code.

C. SCFE, through SCFE Manager, may contract with third parties to provide nonemergency ambulance services.

D. SCFE, through SCFE Manager, shall invoice and collect for all emergency and nonemergency ambulance services rendered by SCFE.

E. SCFE, through SCFE Manager, shall participate in the PP-GEMT IGT Program.

F. The Parties acknowledge and agree that SCFE’s authorized service area under the Ambulance Contract shall consist of all the unincorporated and incorporated areas of County, excluding the Vacaville Fire Protection District (also known as “Zone C”), the City of Vacaville, and Travis Air Force Base.

G. Except as otherwise provided in this Agreement, the Parties shall not:

1. Provide, furnish, operate, conduct, charge for, advertise, or engage in or profess to be engaged in the business of, emergency and nonemergency ambulance services;

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2. Contract, pay, or reimburse for emergency and nonemergency ambulance services; or

3. Grant a permit, lice nse, or franchise for emergency and nonemergency ambulance services.

V. First Responder, Advanced Life Support (“FRALS”) Services.

A. The City Parties shall, and the District Parties may, provide FRALS services within their jurisdictions 24 hours a day, 365 days a year, subject to the terms and conditions of their ALS Non -Transport Agreements with Solano County Emergency Medical Services Cooperative (“SEMSC”) . The City and District Parties providing FRALS services shall be known as the “FRALS Parties.” B. SCFE, through the SCFE Manager, and t he FRALS Parties shall enter into a separate agreement (“FRALS Subcontract”), which shall set forth the terms and conditions of the FRALS Parties’ provision of FRALS as subcontractors of SCFE, including but not limited to provisions on the following subjects:

1. FRALS Parties’ compliance with all statutory, regulatory, and contractual requirements for FRALS services and EMT-Paramedic personnel;

2. SCFE’s resupply and restocking of disposable EMS supplies for FRALS Parties; and

3. FRALS Parties’ fees for providing FRALS services to SCFE, which shall not exceed the reasonable costs of providing such services, and all terms and conditions for such payments, such as, for example, the timing of payments by SCFE to the FRALS Parties , the allocation of FRALS payments between and among the FRALS Parties based on each Party ’s percentage of call volume, and any modifications to any of the foregoing.

VI. Effective Date.

A. The effective date of this Agreement shall be ____ and shall continue in full force and effect until terminated pursuant to Section VII, below.

B. Condition Precedent. Notwithstanding the foregoing, this Agreement shall become effective if and only upon County awarding the Ambulance Contract to SCFE.

B.C. Severability of Parties. Should any Party fail to sign and return an executed copy of this Agreement to the other Parties within 60 days of County awarding the Ambulance Contract to SCFE Manager, they shall be deemed to not be a Party to this Agreement, and their names and any reference to them shall be stricken from this Agreement, however this Agreement shall continue upon all other terms and conditions with the remaining Parties. Upon written agreement between the Parties, the 60 day deadline may be extended to any other date.

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VII. Withdrawal, Termination, and Dissolution.

A. A Party may withdraw as a party to this Agreement by providing at least 180 18 months’ days’ written notice. Such withdrawal shall be effective on the first day of the next new fiscal year commencing 18 months after notice is provided , unless otherwise agreed to by all Parties. Such withdrawing Party shall perform all obligations and other activities and information performed or related to the services provided by the Parties under this Ag reement prior to the effective date of withdrawal.

B. The Agreement shall terminate if:

1. The number of parties to this Agreement becomes less than two, or if all the parties unanimously agree to terminate the Agreement;

1.2. The City of Fairfield withdraws from th is Agreement pursuant to Section VII, A. above, and no other Party wishes to assume the roles and responsibilities, above; or

2.3. The Ambulance Contract is terminated.

C. If the Parties have accumulated any assets relating to the services provided under this Agreement prior to termination, such assets shall be distributed among the Parties per their respective contributions, unless otherwise agreed to by all Parties.

VIII. Amendments to Agreement.

A. This Agreement may only be amended by approval of all the Parties to t his Agreement.

B. The Executive Committee may recommend an amendment to this Agreement. The Executive Committee shall forward the proposed amendment with its recommendation to the legislative body of each Party, which shall be adopted, properly executed, and returned to the Executive Committee if the Party concurs with the amendment. This Section shall not prevent the Parties from adopting an amendment to this agreement that is not recommended by the Executive Committee.

C. Agencies, as defined in the Joint Ex ercise of Powers Act , which are not parties hereto, may become Parties hereto only by amendment to this Agreement and upon approval of all the Parties to this Agreement.

IX. Miscellaneous.

A. Notice. Whenever notice or other communication is permitted or requir ed by this Agreement, it shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic mail or facsimile during the recipient’s normal business

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hours, and if not sent during normal business hours, then on the recipient’s next business day; (iii) five (5) calendar days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next -day delivery, with written verification of receipt , and addressed as follows:
[Name]
[Title]
City of Fairfield
1000 Webster Street
Fairfield, CA 94533
[email address]

[Name]
[Title]
City of Benicia
250 East L Street
Benicia, CA 94510
[email address]
[Name]
[Title]
City of Dixon
600 East A
Dixon, CA 94520
[email address]

[Name]
[Title]
City of Vallejo
555 Santa Clara Street
Vallejo, CA 94590
[email address]
[Name]Kristina Miller
[Title]City Manager
City of Rio Vista
One Main Street
Rio Vista, CA 94571
[email address][email protected]

[Name]
[Title]
City of Suisun City
701 Civic Center Blvd.

Suisun City, CA 94585
[email address]

A Party may change the address and email address to which notices shall be sent by giving notice of the change as provided herein.

B. Severability. Should any part, term, portion, or provision of this Agreement or the application thereof of any person or circumstances, be in conflict with any State or Federal law, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining parts, terms, portions or provisions, or the application thereof to other persons or circumstances, shall be deemed severable and shall not be affected thereby, provided such remaining portions or provisions can be co nstrued in substance to continue to constitute the Agreement that the parties intended to enter into in the first instance.

C. Indemnification

1. Mutual Indemnity : The Parties agree that the City of Fairfield, shall indemnify, defend and hold all other Parties, including their officers, members, employees, and/or agents from any and all acts, claims,

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omissions, liabilities, and losses resulting in injuries or damages to persons and/or property which result from the negligent or wrongful acts or omissions of SCFE Manager, or its officers, employees, and/or agents in the performance of its duties under the scope of work set forth by this Agreement and under all applicable federal, state and local laws, rules and regulations. The Parties further agree that each non-SCFE Manager Party shall indemnify, defend and hold the City of Fairfield harmless, including its officers, employees, and/or agents from any and all acts, claims, omissions, liabilities, and losses resulting in injuries or damages to persons and/or prope rty which result from the negligent or wrongful acts or omissions of the such non-SCFE Manager Party or its officers, members, agents and/or employees in the performance of its duties under the scope of work set forth herein and under all applicable state, federal and local laws, rules and regulations.

2. Comparative Negligence: In the event a third party claim or suit alleges concurrent negligence of SCFE Manager, its officers, employees , and/or agents, and all other Parties, their officers, employees, and/o r agents, then the liability for any and all claims for injuries and damages to persons and/or property which arise out of this Agreement shall be apportioned under the established California theory of comparative negligence as it may be modified from time to time. The Parties shall each immediately notify the other in writing upon receiving notice of a claim or suit which includes, or reasonably may include, the other party. Prior to the separate settlement of any third-party court action against both SCFE Manager and any or all of the other Parties, the settling Party or Parties shall provide written notice to all Parties and the court pursuant to Code of Civil Procedure section 877.6 of the settlement regardless of whether a confidentiality agreement has been entered into by the settling Party or Parties.

D. Legal Representation and Advice.

1. SCFE, through SCFE Manager, shall retain counsel to provide legal advice and counsel to SCFE and SCFE Manager on legal matters and issues related to this Agreement and the SCFE services and programs set forth herein .

SCFE counsel fees and expenses shall be paid from the risk management reserve fund in section III.I.3., above.

2. The Parties other than the SCFE Manager shall obtain legal advice and counsel from their respective counsel regarding legal matters or issues related to this Agreement and the SCFE services and programs set forth herein. The costs for such legal advice and counsel shall be bornborne by such other Parties.

E. Insurance.

1. SCFE shall maintain liability insurance to meet or exceed the insurance

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requirements set forth by the County of Solano as specified in the Ambulance Contract. The Ambulance Subcontractor, as defined in Section IV.A. of this Agreement, shall supply evidences of coverage required under the Ambulance Contract.

2. Each Party shall be responsible for maintaining a program of insurance that shall cover each Party's indemnification obligations.

F. Additional Document and Agreements. The parties agree to cooperate in the execution of any additional documents or agreements that may be required to carry out the terms of this Agreement.

G. Successors. This Agreement shall bind and inure to the benefit of all successors and assigns of the parties and any associates in interest, and their respective directors, officers, agents, servants, and employees, and the successors, and assigns of each of them, separately and collectively.

H. Warranty of Legal Authority. Each party warrants and covenants that it has the present legal authority to enter into this Agreement and to perform the acts required of it hereunder.

I. Assignment/Delegation. No Party shall assign, sublet, or transfer any interest in this Agreement or any duty hereunder without written consent of the other Parties, which shall not be unreasonably withheld, and no assignment shall be of any force or effect whatsoever unless and until th e other parties shall have so consented.

Provided, however, that any Party may employ such consultants as it deems necessary.

J. No Third-Party Beneficiary. This Agreement is only for the benefit of the Parties as municipal or local governmental entities and shall not be construed as or deemed to operate as an agreement for the benefit of any third party or parties, and no third party or party shall have any right of action or obtain any right to benefits or position of any kind for any reason whatsoever.

K. Waiver. The failure of either party to insist upon strict performance of any of the terms, covenants, or conditions of this Agreement in any one or more instances shall not be construed as a waiver or a relinquishment of any such terms, covenants, or conditions and all of the same shall be in full force and effect.

L. Construction of Agreement .

1. The recitals set forth above are adopted as a part of the Agreement, and the Parties acknowledge and agree that the facts set forth therein are true, accurate, and complete.

2. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

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3. The plural shall include the singular and the singular shall include the plural throughout the terms of this Agreement.

4. The Parties ac knowledge that for purposes of construing this Agreement, none of the Parties shall be deemed to be the drafter.

5. The headings in this Agreement are for convenience of reference only and are not to be used in construing or interpreting any provision of this Agreement.

M. Dispute Resolution.

1. Mediation. Should any dispute arise out of this Agreement, any Party may request that it be submitted to mediation. The Parties shall meet in mediation within 30 days of a request unless they mutually agree to a longer per iod.

The mediator shall be agreed to by the Parties; in the absence of an agreement, the parties shall each submit one name from mediators listed by an agreed -upon service or parties themselves. The mediator shall be selected by a mutually agreed random selection. The cost of mediation shall be borne equally by the Parties. No Party shall be deemed the prevailing party. No Party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall not last more than 60 days, unless the 60 -day period is extended in writing by the Parties.

2. Venue. Venue for all legal actions, suits, or proceedings relative to the formation, interpretation , or performance of this Agreement shall be exclusively vested in the state courts of the County of Solano, notwithstanding the provisions of Code of Civil Procedure section 394.

3. Attorney’s Fees. In any legal action, suit, or proceeding brought to enforce or interpret any provision of this Agreement, or where any provision of this Agreement is validly asserted as a defense, the prevailing party or parties shall be entitled to recover from the other party or parties the reasonable attorney’s fees, costs, and expenses incurred in such action, suit, or proceeding, in addition to any other relief to which the prevailing party or parties may be entitled.

N. Entire Agreement. This document is intended both as the final expression of the Agreement between the parties hereto with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement. This Agreement may be transmitted electronically and executed in counterparts, each such executed electronic co py shall be admissible for any purpose and in any judicial or administrative proceeding as evidence of the agreement between the Parties.

O. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute the agreement between the parties.

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IN WITNESS WHEREOF, the parties hereto, acting by and through their duly authorized representatives, have executed this Agreement as of the day and year first above written:

CITY OF FAIRFIELD