Recruit Training Officer Agreement 07/03/2025
MASTER SERVICES AGREEMENT
This Master Services Agreement (the “Agreement”) is effective as of October 1, 2025 (the “Effective Date”) and is made between the County of Alameda by and through Alameda County Sheriff's Office, Yesenia L. Sanchez, Sheriff, 1401 Lakeside Drive 12th Floor, Oakland, CA 94612 (“Alameda”) and the San Mateo Police Department, Ed Barberini, Chief of Police, 200 Franklin Parkway, San Mateo Ca. 94403 (“San Mateo”). Alameda and San Mateo agree as follows:
For and in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. Services and Compensation. As mutually agreed upon, San Mateo will provide a Recruit Training Officer (RTO) to Alameda during the Regular Basic Academies between October 1, 2025 and September 30, 2026. San Mateo shall pay the compensation of the RTO while he/she is at the academy. Alameda will pay the cost of the required RTO uniform.
2. Time of Performance. San Mateo will provide a RTO from October 1, 2025 through September 30, 2026. This Agreement shall terminate on September 30, 2026, or at the request of the Sheriff of Alameda or the Chief of San Mateo.
3. Withdrawal from the Agreement. San Mateo shall notify Alameda within thirty (30) days in writing, stating their anticipated withdrawal from this agreement.
4. Insurance. During the term of this Agreement, San Mateo will maintain, at its expense, the minimum insurance coverage necessary for the RTO assigned to the academy as specified in Exhibit A, which is attached hereto and incorporated herein. In the event of an injury to the RTO, San Mateo will provide the Workers Compensation benefits to the RTO.
5. Entry on Alameda’s Property. While RTO is on Alameda’s property, he/she will comply with Alameda’s reasonable site policies, procedures, and programs relevant to the duties of a RTO. In the event of any accident or other occurrence resulting in personal injury or illness when the RTO is on Alameda’s property, Alameda shall immediately notify San Mateo of the incident, if the RTO is unable to make the notification. Upon Alameda’s request, San Mateo shall provide Alameda with documentation fully describing the accident and injury or illness and the actions implemented to prevent similar occurrences.
6. Independent Contractor. In the performance of this Agreement, San Mateo is acting as an independent contractor of Alameda, and neither San Mateo nor its employees are the servants, agents or employees of Alameda. Except as expressly provided in this Agreement, Alameda shall have no direction, supervision or control over San Mateo or its employees. San Mateo shall perform all administrative duties relating to the fulfillment of Services, including, but not limited to, maintaining personnel and time records, processing payroll, providing all insurance liability coverage, and meeting with Alameda management to discuss and clarify Services, when and if requested. San Mateo shall bear sole responsibility for payment of compensation and provision of benefits to its personnel. San Mateo shall pay and report, for all personnel assigned to Alameda, Recruit Training Officer Agreement 07/03/2025
federal and state income tax withholding, Social Security taxes, and unemployment insurance applicable to such personnel as employees of San Mateo. San Mateo shall bear sole responsibility for any health and welfare, disability or other employee benefits, if any, to which such temporary staffing workers may be entitled. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer or employee between Alameda and San Mateo or any employee or agent of San Mateo.
7. Confidential Information. Alameda agrees to treat all Confidential Information as confidential information of San Mateo, both during and after the term of this Agreement. "Confidential Information" means all information and material to which Alameda has access in connection with Services provided hereunder including, but not limited to, (a) all deliverables, (b) all software, documentation, financial, marketing and customer data and other business information, and (c) any other material or information that is either marked as confidential or is disclosed under circumstances that one would reasonably expect it to be confidential. Alameda, on its own behalf and on behalf of its management, officers, employees and agents, agrees to use the Confidential Information received under this Agreement solely for the purposes of receiving the benefit of the Services under this Agreement. Alameda will not duplicate any Confidential Information except at the specific request of San Mateo for purposes of the Services. Alameda will not disclose or make Confidential Information available to any third party, except as specifically authorized by San Mateo in writing. All Confidential Information furnished to Alameda shall remain solely the property of San Mateo.
Nothing herein shall restrict either party from disclosing any portion of such Confidential Information pursuant to a judicial order, other lawful Government order, or other legal obligation, but only to the extent required by such order or legal obligation.
8. Termination for Convenience. Alameda or San Mateo may terminate this Agreement upon mutual agreement. In addition, either party may, by written notice, immediately terminate this Agreement in whole or in part if the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof.
9. Modification. This Agreement may not be modified, except in writing by Alameda and San Mateo.
10. Nonwaiver of Rights. The failure of either party to this Agreement to object to or to take affirmative action with respect to any conduct of the other party that is in violation of the terms of this Agreement shall not be construed as a waiver thereof, or as waiver of any future breach or subsequent wrongful conduct.
11. Severability. If any provision hereof is deemed to be invalid or unenforceable under applicable law, this Agreement shall be considered divisible as to such provision and the same shall thereafter be inoperative, provided however, the remaining provisions of this Agreement shall be valid and binding.
12. Counterparts. This Agreement may be executed by facsimile signature and in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
13. Precedence. Where there is any conflict or inconsistency with the Recruit Training Officer Agreement 07/03/2025
express terms in this Agreement and any other documents, the terms of this Agreement shall supersede such terms of the other documents.
14. Force Majeure Neither party will be in default of the terms hereof if such action is due to a natural calamity, acts of governments, wars, riots, strikes, or other causes beyond the reasonable control of the nonperforming or delayed party, to the extent such party could not have reasonably prevented such action (a "Force Majeure" event) provided that such party provides prompt written notice of such Force Majeure event and resumes its performance as soon as possible.
15. Governing Law. This Agreement shall be governed by, subject to, and construed in accordance with the internal laws of the State of California, excluding the conflict of law rules. The parties hereby agree that any disputes arising from this Agreement will be subject to the exclusive jurisdiction of the state or federal courts located in County of Alameda, California.
16. Indemnification. To the fullest extent permitted by law, the parties agree to save, indemnify, defend, and hold harmless each other from any and all liability, claims, suits, actions, arbitration proceedings, administrative proceedings, and regulatory proceedings, losses, expenses, or any injury or damage of any kind whatsoever, whether actual, alleged or threatened, attorney fees, court costs, and any other costs of any nature without restriction incurred in relation to, as a consequence of, or arising out of, the performance of this Agreement, and attributable to the fault of the other. Following a determination of the percentage of fault and or liability by agreement between the Parties or a court of competent jurisdiction, the Party responsible for liability to the other will indemnify the other Party to this Agreement for the percentage of liability determined.
IN WITNESS WHEREOF, the parties have executed this Agreement by persons duly authorized as of the Effective Date.
County of Alameda
By: ____________________________
Name: David Haubert
Title: President of Board of Supervisors
Address: 1221 Oak Street, Suite 536
Oakland, CA 94612
Telephone: 510-272-6694
San Mateo Police Department
By: ____________________________
Name: Ed Barberini
Title: Chief of Police
Address: 200 Franklin Parkway
San Mateo, Ca. 94403
Telephone: 650-522-7700
Print Name:______________________ Clay Christianson
Deputy County Counsel
Approved as to Form
DONNA R. ZIEGLER, County Counsel
By: _____________________________
Recruit Training Officer Agreement 07/03/2025
EXHIBIT A
INSURANCE REQUIREMENTS