INDEMNITY AGREEMENT
THIS INDEMNITY AGREEMENT (“Agreement”) dated __________, 2024 is by and between the San Mateo County Pre-Hospital Emergency Medical Services Group (“JPA”) and the City of San Mateo (“City”).
Recitals
WHEREAS, on November 22, 2017, the cities of San Mateo, Belmont, and Foster City established the San Mateo Consolidated Fire Department (SMCFD) Joint Powers Authority, which represented the merger of the San Mateo, Foster City, and Belmont fire departments; and
WHEREAS, in January 2019, SMCFD commenced operations as an independent fire department; and
WHEREAS, on September 1, 2019, the City and ROMEL 400 LLC (“Property Owner”) executed a License Agreement that allowed the City to maintain certain public safety communications equipment (“Equipment”) on the rooftop and in the boiler room of the building located at 400 South El Camino Real in San Mateo, California (“Property”); and
WHEREAS, the Equipment includes communications equipment utilized by SMCFD; and
WHEREAS, SMCFD continues to utilize the Equipment at the Property, as depicted in Exhibit A, attached hereto and incorporated by reference; and
WHEREAS, the JPA, working on behalf of SMCFD, is in the process of upgrading all communication equipment and will assume responsibility for the equipment essential to JPA’s operations located at Property; and
WHEREAS, the JPA is in the process of entering into a separate license agreement with the Property Owner assuming responsibility for the communication equipment it utilizes; and
WHEREAS, the JPA needs immediate access to the Property to upgrade all communication equipment; and
WHEREAS, the City is agreeable to authorizing the JPA to enter and upgrade the portions of the Equipment utilizing the City’s License Agreement with the Property Owner and subject to the terms of this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and conditions contained herein, JPA and the City hereby agree as follows:
Terms
1. Indemnification. JPA agrees to defend, indemnify, and hold harmless the City, its Council, agents, officers, employees, boards and commissions (collectively, the “Indemnitees”) from any and all claims, actions or proceedings (collectively, “Claims”) brought against any of the foregoing, from and against any and all actual or potential claims, demands, liabilities, losses, damages, judgments, awards, fines, penalties, costs, foreseeable and unforeseeable expenses (including reasonable attorney fees and costs), liens and encumbrances (collectively, “Expenses”) that arise out of any work, improvements or
operations of the JPA involving the Equipment located in or upon 400 South El Camino Real, San Mateo, CA. If for any reason any portion of this Agreement is held to be void or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect. The City, in its discretion, shall have the right to appear and defend its interest in any litigation through its City Attorney or outside counsel selected by the City Attorney. JPA shall be required to reimburse the City for reasonable attorney's fees incurred by the City in connection with the litigation.
2. Authority to Enter Indemnity Agreement. Each party warrants that the individuals who have signed this agreement have the legal power, right and authority to make this Indemnity Agreement and bind each respective party.
SAN MATEO COUNTY PRE-HOSPITAL CITY OF SAN MATEO
EMERGENCY MEDICAL SERVICES
GROUP JOINT POWERS AUTHORITY
___________________________________ ____________________________________ Ron D. Meyers Date Alex Khojikian Date
Interim Executive Director City Manager
APPROVED AS TO FORM: APPROVED AS TO FORM:
___________________________________ ____________________________________ Valerie J. Armento Prasanna W. Rasiah
General Counsel City Attorney
EXHIBIT A
An area no larger than 5ft x 5ft located in the NE corner of the boiler room on the enthousc floor. 6 -----------·-··········
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