MEMORANDUM OF UNDERSTANDING
BETWEEN THE CITY OF SAN MATEO AND THE COUNTY OF SAN MATEO STRIKING AND REPLACING SECTION 5 OF THE MEMORANDUM OF
UNDERSTANDING TO DEVELOP A COMPOST QUALITY IMPROVEMENT
CAMPAIGN AS BETWEEN THE CITY OF SAN MATEO AND COUNTY OF SAN
MATEO ONLY IN ORDER TO PROVIDE FOR MUTUAL INDEMNITY
THIS MEMORANDUM OF UNDERSTANDING (MOU), entered into as of the date by which all parties have executed the agreement, by and between the County of San Mateo, hereinafter called "the County" and the City of San Mateo, hereinafter called "the City"; W I T N E S S E T H:
WHEREAS, a Memorandum of Understanding Between the City Of Atherton, City of Brisbane, City of Burlingame, Town of Colma, City of East Palo Alto, City of Half Moon Bay, City of Hillsborough, City of Menlo Park, City of Millbrae, City of Pacifica, City of San Carlos, City of South San Francisco, Town of Woodside, City of San Mateo, City of Redwood City, and The County of San Mateo to Develop a Compost Quality Improvement Campaign (hereinafter “CQIC MOU” has been circulated and has been executed and/or is in the process of being executed, by several other parties to the CQIC MOU, and is attached hereto as Exhibit A; WHEREAS, Section 5 of the CQIC MOU provides for unilateral indemnity from jurisdictions to the County, and the City of San Mateo wishes to enter into this separate MOU to deem Section 5 of the CQIC MOU stricken and replaced, as between the County and the City only, to provide for mutual indemnity between the City and the County; WHEREAS, modifying Paragraph 5 as to all current and pending signatories to the CQIC MOU would impose an undue administrative burden on the jurisdictions which have already executed the CQIC MOU by requiring them to return a revised CQIC MOU to their respective city councils for re-approval and re-execution, which would in turn delay execution and implementation of the CQIC MOU;
WHEREAS, in order to accommodate the City’s request for mutual indemnity provisions, the County is willing to deem the indemnity language of Section 5 of the CQIC MOU stricken and replaced as between the County and the City only;
NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES HERETO AS FOLLOWS:
As between the County and the City only, Section 5 of the CQIC MOU is deemed stricken in its entirety, and deemed replaced with the following Section 5. The balance of the terms of the CQIC MOU as between the County and the City shall remain unchanged.
5. Mutual Hold Harmless
A. It is agreed that the City of San Mateo shall defend, indemnify and save harmless the County of San Mateo and its officers, agents, employees, and servants from all claims, suits, or actions of every name, kind, and description brought by a third party which arise out of the terms and conditions of this Memorandum of Understanding which result from the acts or omissions of the City of San Mateo and/or its officers, employees, agents, and servants.
B. It is agreed that the County of San Mateo shall defend, indemnify and save harmless the City of San Mateo and its officers, agents, employees, and servants from all claims, suits, or actions of every name, kind, and description brought by a third party which arise out of the terms and conditions of this Memorandum of Understanding which result from the acts or omissions of the County of San Mateo and/or its officers, employees, agents, and servants.
C. The duty of each party to defend, hold harmless, and indemnify the other as set forth herein shall include the duty to defend as set forth in Section 2778 of the California Civil Code.
D. In the event of concurrent negligence (or intentional/reckless acts) of the County of San Mateo and/or its officers, employees, agents, and servants, on the one hand, and the City of San Mateo and/or its officers, employees, agents, and servants, on the other hand, then the liability for any and all claims for injuries or damage to persons and/or property which arise out of the terms and conditions of this Memorandum of Understanding shall be apportioned according to the California theory of comparative fault.
E. The obligations imposed by this section shall survive termination or expiration of the Memorandum of Understanding.
COUNTY OF SAN MATEO
By:____________________________ Date: __________________________ Carolyn Bloede
Director, Office of Sustainability
CITY OF SAN MATEO
By:____________________________ Date: __________________________ Alex Khojikian
City Manager, City of San Mateo