1 FUNDING AGREEMENT BETWEEN
THE CONTRA COSTA COUNTY FIRE PROTECTION DISTRICT
AND THE CITY SAN PABLO
FOR ENHANCED EMS SERVICES
This Funding Agreement Between the Contra Costa County Fire Protection District (the “District”) and the City of San Pablo (the “ City”) for Enhanced EMS Services (this “Agreement”) is entered into between the parties as of July 1, 2025.
RECITALS
A. In 2014, the City's voters passed sales tax Measure K, which requires the City to spend the proceeds of Measure K to enhance the emergency medical incident response services provided in the City.
B. Since May 2015, the City has provided supplemental funding to the District for the District’s provision of enhanced EMS services to the City in the form of addi tional staffing for EMS Squad Personnel (as defined below) and associated equipment..
C. The District’s Fire Station 70 is currently located within the City at 1800 23rd Street (“Fire Station 70”).
D. Fire Station 70 houses a ladder truck (“ Truck 70”), which is at least a three -person company, but staffed with four persons as of the date of this Agreement. Under the current agreement, expiring June 30, 2025, the District has permanently assigned EMS Squad Personnel to Station 70 in the City, and the City pays the District for the costs of personnel, equipment, and fuel for the EMS Squad Personnel.
E. The District and the City desire to enter into this Agreement in order to extend the services provided by the District, memorialize the current and anticip ated future operational staffing at Fire Station 70 for the next five -year period, and to set forth the amounts that the City will pay the District annually during the next five-year period.
AGREEMENT
NOW THEREFORE, in consideration of the promises and the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:
A. EMS SQUAD.
1. Fire Station 70 EMS Squad Personnel. During the term of this Agreement, and for as long as the District keeps Fire Station 70 open, the District shall staff Fire Station 70 with the EMS Squad Personnel of a fire engineer and a firefighter, at least one of whom will be a paramedic, in addition to the three-person engine company comprised of a captain, a fire engineer, and a 2 paramedic. The EMS Squad Personnel may be used to staff Truck 70 and will be assigned to Fire Station 70, 24 hours a day, seven days a week.
2. EMS Squad Vehicle and Equipment.
a. Truck 70. When Truck 70 was placed into service, the District procured the ladder truck at its own cost. Truck 70 will be staffed with the EMS Squad Personnel, together with additional District personnel paid for by the District. Truck 70 will be available to respond to EMS and rescue calls.
b. EMS Squad Equipment . The EMS Squad Personnel will be equipped with firefighter protective clothing, a cardiac monitor, a defibrillator, necessary radios and communications equipment and other equipment the District determines is necessary to perform its duties (the “ EMS Squa d Personnel Equipment ”). EMS Squad Personnel Equipment the District purchases, and is reimbursed from the City, will be limited to the costs of a cardiac monitor, defibrillator, and portable radio equipment for the EMS Squad Personnel. The City will pay t he District for the cost of the replacement EMS Squad Personnel Equipment within 30 days of its receipt of an invoice.
c. Truck 70 Assignment . Truck 70 will be assigned at the sole discretion of the District.
Truck 70 will be used in the same manner that the District would use it if the City were not funding the EMS Squad Personnel. At the District's discretion, the EMS Squad Personnel and Truck 70 may be assigned to provide emergency services at any location as deemed necessary by the District.
B. ANNUAL COSTS, INVOICING AND PAYMENT.
l. EMS Squad Funding; Non-Appropriation. The City will pay the District for the staffing and operation of the EMS Squad in the following amounts:
Year 1 (beginning on July 1, 2025): $1,960,368
Year 2 (beginning on July 1, 2026): $2,058,387
Year 3 (beginning on July 1, 2027): $2,161,306
Year 4 (beginning on July 1, 2028): $2,269,372
Year 5 (beginning on July 1, 2029): $2,382,840
Payments due from the City to the District that are in excess of Measure K funds received by the City are subject to annual appropriations by the City. The City represents and warrants: (a) that it has appropriated and budgeted the necessary funds to make all payments required by this Agreement for the remainder of the fiscal year in which this Agreement commences; (b) that it intends to make payments due hereunder so long as funds are appropriated in each fi scal year by its governing body; and (c) that it reasonably believes that moneys in an amount sufficient to make all payments due hereunder can and will lawfully be appropriated and made available therefor. If the City's governing body fails to appropriate sufficient funds in any fiscal year for payments due under this Agreement that are in excess of Measure K funds received, and if other funds are not designated for such 3 payments (a “ Non-Appropriation Event”), then the City shall give the District immediat e written notice of the Non-Appropriation Event, and in no event not less than ninety (90) days before the end of the immediately prior fiscal year in which appropriations were made, and shall provide written evidence of such failure by the City's governing body. If the City gives notice of a NonAppropriation Event, then the District may terminate this Agreement, effective as of the last date on which funds were appropriated, by providing written notice to the City, without penalty or expense to the Distri ct; provided, that for the period prior to termination, the City shall make all payments due hereunder from Measure K funds, and from funds that were appropriated or otherwise designated.
2. Invoicing and Payment. Within 30 days after the end of each District fiscal quarter the District will invoice the City for the preceding three month period (“ Quarterly Invoice”). The City will pay Quarterly Invoices no later than thirty days after receipt. If a billing disp ute arises between the City and the District, the Authorized Representatives will meet to resolve the dispute.
3. Annual Agreement Review. The City and the District will meet within sixty (60) days after the end of each District fiscal year to review the EMS Squad call statistics and the EMS Squad Personnel costs paid by the City for the preceding year.
C. TERM AND TERMINATION.
1. Term; Extension of Term . The term of this Agreement is from July 1, 2025 until June 30, 2030. Prior to expiration of the term, the parties may extend this Agreement for five years by executing an amendment to this Agreement that (1) extends the term of this Agreement for five years, and (2) sets forth the amounts that the City will pay the District annually during the extended five year period.
2. Termination. Either party, as the non -breaching party, may terminate this Agreement if it provides written notice specifying how the other party has breached this Agreement, and the breaching party fails to cure the described breach within 30 days of receipt of the notice. The District may terminate this Agreement pursuant to a Non -Appropriation Event under Section B(1). This Agreement may also be terminated at any time by the written consent of both parties.
D. INDEMNIFICATION AND INSURANCE.
1. The District shall provide the City with evidence of liability insurance to the same extent as provided for all District operations.
2. Subject to Section F(1) below, and to the fullest extent permitted by law, the District shall defend, and indemnify the City, and its officials, volunteers, officers, and employees (“Indemnitees”) from and against all liabilities regardless of nature or ty pe, directly or indirectly, in whole or in part, arising out of or resulting from the District’s performance of services under this Agreement; provided, however, that the District is not required to indemnify an Indemnitee for the proportion of liability a court of competent jurisdiction determines is attributable to the negligence or willful misconduct of the Indemnitee. It is understood that the duty of the District to indemnify the City includes the duty to defend as 4 set forth in Section 2778(4) of the California Civil Code, which is a separate and distinct obligation from the District’s duty to indemnify. The District’s obligation to defend an Indemnitee is subject to the City providing the District with prompt notice of any claim or suit. The Parties further agree that the provisions of this Section shall survive any termination or expiration of this Agreement.
E. AUTHORIZED REPRESENTATIVES.
1. District’s Authorized Representative. For purposes of the administration of this Agreement, the District’s Fire Chief is designated as the District’s authorized representative (the “District Authorized Representative”), unless otherwise designated in writing by the District’s Fire Chief. The Fire Chief may delegate administrative matters under this Agreement.
2. City’s Authorized Representative. For purposes of the administration of this Agreement, the City’s City Manager is designated as the City’s authorized representative (the “ City Authorized Representative ”), unless otherwise designated in writing by the City’s City Manager.
F. MISCELLANEOUS PROVISIONS.
1. Immunities. By entering into this Agreement, neither party waives any of the immunities provided by the California Government Code or other applicable provisions of law.
2. Notices. All notices required or contemplated by this Agreement shall be in writing and shall be delivered to the respective party as set forth in this section. Communications shall be deemed to be effective upon the first to occur of: (a) actual receipt by a party’s Authorized Representative; (b) actual receipt at the address designated below; and (c) three working days following deposit in the United States Mail of registered or certified mail sent to the address designated below. The District Authorized Representative and the City Authorized Representative may modify their respective contact information identified in this section by providing notice to the other party.
To the District:
Contra Costa County Fire Protection District
4005 Port Chicago Hwy, Suite 250
Concord, CA 94520
Attn: Operations Chief
Telephone: (925) 941-3300
To the City:
City of San Pablo
1000 Gateway Avenue
San Pablo, CA 94806
Attn: City Manager
Telephone: (510) 215-3016
5 3. Relationship Between the Parties. The District and the City are each an independent “public agency,” as defined by Government Code section 6500, and this Agreement does not create a separate legal entity. Each party shall, at all times, remain an independent public agency solely responsible for all acts of its employees or agents, including any negligent acts or omissions.
a. No City Agency. The District (including its employees and agents) is not the City’s agent, and shall have no authority to act on behalf of the City, or to bind t he City to any obligation whatsoever. None of the District, its employees, or agents is an officer or employee of the City, and none of the District, its employees, or agents shall be entitled to any benefit, right, or compensation other than that provide d in this Agreement.
b. No District Agency. The City (including its employees and agents) is not the District’s agent, and shall have no authority to act on behalf of the District, or to bind the District to any obligation whatsoever. None of the City, its employees, or agents is an officer or employee of the District, and none of the City, its employees, or agents shall be entitled to any benefit, right, or compensation other than that provided in this Agreement.
4. No Third Party Beneficiaries. Nothing in this Agreement confers any rights or remedies upon any person or legal entity not a party to this Agreement.
5. Assignment and Delegation. This Agreement, and any portion hereof, shall not be assigned or transferred, nor shall any of either party’s duties be delegated, without the written consent of the other party. Any attempt to assign or delegate this Agreement without the prior written consent of the other party shall be void and of no force or effect. Consent to one assignment shall not be deemed to be consent to any subsequent assignment.
6. Counterparts. The parties recognize and agree that this Agreement may be executed in separate counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract.
7. Severability. If any term of this Agreement (including any phrase, provision, covenant, or condition) is held by a court of competent jurisdiction to be invalid or unenforceable, the Agreement shall be construed as not containing that term, and the remainder of this Agreement shall remain in full force and effect; provided, however, this section shall not be applied to the extent that it would result in a frustration of the parties’ intent under this Agreement.
8. Other Agreements. Nothing in this Agreement shall limit the ability of either party from agreeing to participate in more specific contracts for services, mutual assistance, or automatic response. Nothing in this Agreement shall limit the ability of either party from providing emergency assistance to another jurisdiction that is not a party to this Agreement.
6 9. Integration; Amendments . This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes any and all previous documents, agreement and understa ndings, oral or written, relating to the subject matter hereof. Any amendment or modification to this Agreement must be effected by a written document executed by both parties hereto.
10. Governing Law. This Agreement shall be governed by the laws of the State of California.
Any action relating to this contract shall be instituted and prosecuted in the courts of Contra Costa County, California.
11. Each Party’s Role in Drafting Agreement. Each party to this Agreement has had an opportunity to review the Agreement, confer with legal counsel regarding the meaning of the Agreement, and negotiate revisions to the Agreement. Accordingly, neither party shall rely upon Civil Code Section 1654 in order to inter pret any uncertainty in the meaning of the Agreement.
The parties hereto have set forth their signatures to this Agreement as of the date first set forth above.
CONTRA COSTA COUNTY CITY OF SAN PABLO
FIRE PROTECTION DISTRICT
By: __________________________ By: __________________________ Name: Lewis Broschard Name: Matt Rodriguez
Title: Fire Chief Title: City Manager
Approved as to form: Approved as to form:
County Counsel City Attorney
By: ___________________________ By:
Michael George Brian Hickey
Deputy County Counsel Title: City Attorney