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HomeMy WebLinkAboutAgreement - County of Santa Clara - Devices for Fire Dept./EMS - Signed: 2025-11-12Agreement between County of Santa Clara and City of Gilroy. Emergency Medical Services (“EMS”) Benefit to EMS System Users. Page 1 of 15 AGREEMENT BETWEEN THE COUNTY OF SANTA CLARA AND CITY OF GILROY This is an Agreement by and between the County of Santa Clara, a political subdivision of the State of California, (“County”) and City of Gilroy (“Contractor”), to provide funding for the Gilroy Fire Department for the acquisition of LUCAS mechanical cardiopulmonary resuscitation devices and McGrath Video Laryngoscope devices for the benefit of Emergency Medical Services (“EMS”) system users (“Agreement”). County and Contractor may be referred to herein individually as a “Party” and collectively as the “Parties”. The Parties agree to comply with the General Terms and Conditions contained in Sections 1 – 32 of this Agreement and provisions contained in Exhibit A: Scope of Service, which are attached hereto and incorporated herein by this reference and made a part of this Agreement. IN WITNESS WHEREOF, the duly authorized representatives of the Parties have executed this Agreement in duplicate originals. COUNTY OF SANTA CLARA CONTRACTOR James R. Williams Date Brad Kilger Date County Executive City Administrator County of Santa Clara City of Gilroy Office of the County Executive John P. Mills Andy Faber Deputy County Executive City Attorney Approved as to Form and Legality: Wesley Dodd Deputy County Counsel Docusign Envelope ID: 5560FACE-B22F-46CC-A643-4E53CD5870EF 11/12/202511/12/2025 Agreement between County of Santa Clara and City of Gilroy. Emergency Medical Services (“EMS”) Benefit to EMS System Users. Page 2 of 15 1. Background To support the County of Santa Clara EMS System, the County may provide funding to EMS stakeholders for the purchase of products or services that provide a benefit to the County of Santa Clara EMS System. All products or services must adhere to the requirements mandated by the Santa Clara County Prehospital Care Asset 302 – Minimum Inventory Requirements (“Prehospital Policy 302”), Automated CPR Devices Policy (“Protocol 700 M13”), and Video Laryngoscope Minimum Inventory/Approved Devices (“Administrative Order 2024-002”). 2. Term This Agreement is effective from the date of execution by all parties, and valid for 365 calendar days, unless terminated earlier in accordance with Section 6. 3. Compensation and Payment 3.1 Contractor shall invoice County for the purchase or reimbursement of approved products and/or services under this Agreement to the satisfaction of the County according to Exhibit A: Scope of Service. Contractor’s invoice(s) shall be in a form that is acceptable to the County and shall include all supporting data and documentation, such as a third-party receipt(s), as requested by the County. 3.2 County shall pay the rates in accordance with the compensation described in Exhibit A (Scope of Service). The rates set forth in Exhibit A (Scope of Service) constitute the County’s sole compensation paid to Contractor. The County will not pay any other cost or charge that is not delineated in this Agreement. Contractor shall be solely responsible for all other expenses, including, but not limited to, equipment, or supplies not otherwise provided by County, per diem, travel, overhead, miscellaneous, and other expenses incurred. 3.3 Payment shall be due Net Thirty (30) days from the date of receipt, approval of correct and proper invoice(s). 3.4 All payments made under this Agreement shall be subject to an audit at County’s option and shall be adjusted in accordance with said audit. Adjustments found necessary as a result of auditing shall be reimbursed back to the County in full. 3.5 Contractor shall participate in the County’s electronic system for payment. 3.6 The maximum financial obligation for all services provided under this Agreement shall not exceed $52,729.39 for the term of the Agreement. The County does not guarantee any minimum compensation payable under this Agreement. Docusign Envelope ID: 5560FACE-B22F-46CC-A643-4E53CD5870EF Agreement between County of Santa Clara and City of Gilroy. Emergency Medical Services (“EMS”) Benefit to EMS System Users. Page 3 of 15 4. Budget Contingency This Agreement is contingent upon the appropriation of sufficient funding by the County for the services covered by this Agreement. If funding is reduced or deleted by the County for the services covered by this Agreement, the County has the option to either terminate this Agreement with no liability occurring to the County or to offer an amendment to this Agreement indicating the reduced amount. 5. Indemnification and Insurance Requirements 5.1 Indemnity: Notwithstanding any other provision of this Agreement, Contractor shall indemnify, release, hold harmless, and defend, with counsel approved by County, County and its officers, agents, and employees from any claim, demand, suit, judgment, liability, loss, injury, damage, or expense of any kind (including attorneys’ fees and costs) arising out of, or in connection with, performance of this Agreement by Contractor and/or its officers, agents, employees, or sub-contractors, excepting only loss, injury, or damage caused by the sole negligence or willful misconduct of personnel employed by County. It is the intent of the Parties to this Agreement to provide the broadest possible coverage for County as allowed by law. Contractor shall reimburse County for all costs, attorneys’ fees, expenses, and liabilities incurred with respect to any litigation or process in which Contractor contests its obligation to indemnify, defend, and/or hold harmless County under this Agreement and does not prevail in that contest. 6. Termination 6.1 Either Party to this Agreement shall have the right to terminate this Agreement, at any time, without cause, by providing the other Party with thirty (30) days' prior written notice in the manner described in Section 10. Termination shall take effect automatically upon the expiration of the thirty (30) day notice period. 6.2 County may terminate this Agreement for cause upon 14 days written notice to Contractor. For the purposes of this Agreement, "cause" includes, but is not limited to, any of the following: a) Assignment, delegation, or subcontracting by Contractor of this Agreement without the prior written consent of the County, which County may withhold in its sole and absolute discretion, b) Violation by Contractor of any applicable laws, rules, regulations, policies, or procedures, c) Failure to respond to requests for information as required by this Agreement, and d) Any other material breach of this Agreement by Contractor. Such notice shall specify the reason for termination and shall indicate the effective date of such termination. 6.3 This Agreement is contingent upon the existence of a current 911 Emergency Medical Services Contractor Agreement ("EMS Agreement") between the County and the Contractor. If the EMS Agreement is terminated or expires without a successor in place, this Agreement shall automatically terminate concurrent with the termination or expiration of the EMS Agreement. Docusign Envelope ID: 5560FACE-B22F-46CC-A643-4E53CD5870EF Agreement between County of Santa Clara and City of Gilroy. Emergency Medical Services (“EMS”) Benefit to EMS System Users. Page 4 of 15 7. Status of Parties This is an Agreement by and between independent contractors and shall not be construed to create an employment, agency partnership, or joint venture relationship. Neither Contractor or its employees or agents shall be considered County employees, nor shall they be entitled to any of the benefits enjoyed by County employees, including, but not limited to, salary, vacation pay, sick pay, retirement, or workers' compensation, unemployment benefits, or any other County employee benefits. Neither County or its employees or agents shall be considered Contractor’s employees, nor shall they be entitled to any of the benefits enjoyed by County employees, including, but not limited to, salary, vacation pay, sick pay, retirement, or workers' compensation, unemployment benefits, or any other Contractor employee benefits. Neither Party shall have the authority to make any statements, representations or commitments of any kind on behalf of the other Party, or to use the name of the other Party in any publications or advertisements, except with the written consent of the other Party or as is explicitly provided for herein. 8. Assignment No assignment of this Agreement or of the rights and obligations hereunder shall be valid without the prior written consent of the County. 9. Contracting Principles All entities that contract with the County to provide services where the contract value is $100,000 or more per budget unit per fiscal year and/or as otherwise directed by the Board, shall be fiscally responsible entities and shall treat their employees fairly. To ensure compliance with these contracting principles, all contractors shall: (1) comply with all applicable federal, state and local rules, regulations and laws; (2) maintain financial records, and make those records available upon request; (3) provide to the County copies of any financial audits that have been completed during the term of the contract; (4) upon the County’s request, provide the County reasonable access, through representatives of the Contractor, to facilities, financial and employee records that are related to the purpose of the contract, except where prohibited by federal or state laws, regulations or rules. 10. Notices Unless otherwise specified in this Agreement, all notices required by this Agreement shall be deemed given when in writing and delivered personally, or five (5) days after deposited in the United States mail, postage prepaid, return receipt request, addressed to the other Party at the address set forth below or at such other address as the Party may designate in writing in accordance with this section. Docusign Envelope ID: 5560FACE-B22F-46CC-A643-4E53CD5870EF Agreement between County of Santa Clara and City of Gilroy. Emergency Medical Services (“EMS”) Benefit to EMS System Users. Page 5 of 15 To COUNTY: To CONTRACTOR: Nicholas Clay Rob Fleeup Director, Emergency Medical Services Agency Fire Chief, Gilroy Fire Department County of Santa Clara City of Gilroy 700 Empey Way 7070 Chestnut Street, San Jose, CA 95128 Gilroy, CA 95020 11. Monitoring 11.1 Monitoring Contractor shall permit the County and its authorized representatives to monitor Contractor’s performance of this Agreement. To the extent permitted by law, such monitoring may include, but is not limited to, audits and review of records related to this Agreement. Upon County’s request, Contractor shall provide the County with access, through representatives of the Contractor, to facilities, financial and employee records that are related to the purpose of this Agreement, except where prohibited by federal or state laws, regulations or rules. Monitoring by the County shall be permitted at any time during Contractor’s normal business hours upon no less than ten (10) business days advance written notice and may occur up to one year following termination of the Agreement. Upon request of the County, Contractor shall also provide to the County copies of any financial audits that have been completed during the term of the contract within one week of the completion of such audit. Contractor shall designate a project coordinator responsible for overseeing the performance of this Agreement and serving as County’s primary contact for the purpose of monitoring this Agreement. Contractor’s project coordinator shall cooperate with the County’s periodic review of Contractor’s performance. Contractor shall notify County in writing of the designation of the project coordinator and any change thereto. 11.2 Maintenance and Availability of Records Contractor shall maintain records including, but not limited to, service and financial records adequate to demonstrate that the project is achieving its purpose, that billing is accurate, that all applicable local, state, and federal laws, rules, regulations, policies and procedures are met, and that adequate internal fiscal controls are maintained. These records shall be made available to representatives of the County of State of California or federal government upon request. All records pursuant to this Agreement shall be maintained for the term of this Agreement and for a period of five (5) years from termination or expiration of this Agreement or until all claims, if any, have been resolved, whichever period is longer, or longer if otherwise required under the provisions of this Agreement. Docusign Envelope ID: 5560FACE-B22F-46CC-A643-4E53CD5870EF Agreement between County of Santa Clara and City of Gilroy. Emergency Medical Services (“EMS”) Benefit to EMS System Users. Page 6 of 15 12. Equipment 12.1 Purchases of Equipment Contractor must maintain a log of any equipment purchased with funds received pursuant to this Agreement that includes a detailed description of the equipment purchased, the brand name, model number, serial number, and location. 12.2 Equipment Maintenance Contractor is solely responsible for any storage, service, training, and maintenance costs associated with any equipment and supplies purchased as a result of this Agreement. 12.3 Ownership of and Responsibility for Equipment and Supplies Any equipment and supplies purchased under this Agreement shall be considered the property of Contractor. Contractor shall maintain and administer a sound business program for ensuring the proper use, maintenance, protection, insurance, and preservation of equipment purchased under this Agreement. Contractor may not sell, transfer, or otherwise dispose of any equipment or supplies purchased under this Agreement without prior written approval by County, which may be withheld in County’s sole and absolute discretion; provided, however, that Contractor may dispose of equipment without County’s approval at the end of the equipment’s useful life or if Contractor can demonstrate that it will maintain the same capability provided by the equipment to be disposed. Contractor shall take reasonable steps to ensure that all equipment and supplies purchased under this Agreement are made available for use pursuant to a bonafide request for mutual-aid or inter- agency disaster assistance. 13. Entire Agreement This Agreement, including all Exhibits, constitutes the final, complete and exclusive statement of the terms of the agreement between the Parties. It incorporates and supersedes all the agreements, covenants and understandings between the Parties concerning the subject matter hereof, and all such agreements, covenants and understandings have been merged into this Agreement. No prior or contemporaneous agreement or understanding, verbal or otherwise, of the Parties or their agents shall be valid or enforceable unless embodied in this Agreement. 14. Amendments This Agreement may only be amended by a written instrument signed by the Parties. 15. Binding Effect This Agreement shall be binding upon and shall inure to the benefit of Contractor and its successors and assigns, and upon the County and its successors and assigns. 16. Governing Law, Venue This Agreement has been executed and delivered in, and shall be construed and enforced in accordance with, the laws of the State of California. Proper venue for legal action regarding Docusign Envelope ID: 5560FACE-B22F-46CC-A643-4E53CD5870EF Agreement between County of Santa Clara and City of Gilroy. Emergency Medical Services (“EMS”) Benefit to EMS System Users. Page 7 of 15 this Agreement shall be in the County of Santa Clara. 17. Compliance With All Laws, Including Non-Discrimination, Equal Opportunity, and Wage Theft Prevention 17.1 Compliance with All Laws: Contractor shall comply with all applicable Federal, State, and local laws, regulations, rules, and policies (collectively, “Laws”), including but not limited to the non-discrimination, equal opportunity, and wage and hour Laws referenced in the paragraphs below. 17.2 Compliance with Non-Discrimination and Equal Opportunity Laws: Contractor shall comply with all applicable Laws concerning nondiscrimination and equal opportunity in employment and contracting, including but not limited to the following: Santa Clara County’s policies for contractors on nondiscrimination and equal opportunity; Title VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act of 1990; the Age Discrimination in Employment Act of 1967; the Rehabilitation Act of 1973 (Sections 503 and 504); the Equal Pay Act of 1963; California Fair Employment and Housing Act (Gov. Code § 12900 et seq.); California Labor Code sections 1101, 1102, and 1197.5; and the Genetic Information Nondiscrimination Act of 2008. In addition to the foregoing, Contractor shall not discriminate against any subcontractor, employee, or applicant for employment because of age, race, color, national origin, ancestry, religion, sex, gender identity, gender expression, sexual orientation, mental disability, physical disability, medical condition, political belief, organizational affiliation, or marital status in the recruitment, selection for training (including but not limited to apprenticeship), hiring, employment, assignment, promotion, layoff, rates of pay or other forms of compensation. Nor shall Contractor discriminate in the provision of services provided under this contract because of age, race, color, national origin, ancestry, religion, sex, gender identity, gender expression, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status. 17.3 Compliance with Wage and Hour Laws: Contractor shall comply with all applicable wage and hour Laws, which may include but are not limited to, the Federal Fair Labor Standards Act, the California Labor Code, and, if applicable, any local minimum wage, prevailing wage, or living wage Laws. 17.4 Definitions: For purposes of this Subsection, the following definitions shall apply. A “Final Judgment” shall mean a judgment, decision, determination, or order (a) which is issued by a court of law, an investigatory government agency authorized by law to enforce an applicable Law, an arbiter, or arbitration panel and (b) for which all appeals have been exhausted or the time period to appeal has expired. For pay equity Laws, relevant investigatory government agencies include the federal Equal Employment Opportunity Commission, the California Division of Labor Standards Enforcement, and the California Department of Fair Employment and Housing. Violation of a pay equity Law shall mean unlawful discrimination in compensation on the basis of an individual’s sex, gender, Docusign Envelope ID: 5560FACE-B22F-46CC-A643-4E53CD5870EF Agreement between County of Santa Clara and City of Gilroy. Emergency Medical Services (“EMS”) Benefit to EMS System Users. Page 8 of 15 gender identity, gender expression, sexual orientation, race, color, ethnicity, or national origin under Title VII of the Civil Rights Act of 1964 as amended, the Equal Pay Act of 1963, California Fair Employment and Housing Act, or California Labor Code section 1197.5, as applicable. For wage and hour Laws, relevant investigatory government agencies include the federal Department of Labor, and the California Division of Labor Standards Enforcement. 17.5 Prior Judgments, Decisions or Orders against Contractor: By signing this Agreement, Contractor affirms that it has disclosed any final judgments that (A) were issued in the five years prior to executing this Agreement by a court, an investigatory government agency, arbiter, or arbitration panel and (B) found that Contractor violated an applicable wage and hour law or pay equity law. Contractor further affirms that it has satisfied and complied with or has reached Agreement with the County regarding the manner in which it will satisfy – any such final judgments. 17.6 Violations of Wage and Hour Laws or Pay Equity Laws During Term of Contract: If at any time during the term of this Agreement, Contractor receives a Final Judgment rendered against it for violation of an applicable wage and hour Law or pay equity Law, then Contractor shall promptly satisfy and comply with any such Final Judgment. Contractor shall inform the Office of Countywide Contracting Management (OCCM) of any relevant Final Judgment against it within 30 days of the Final Judgment becoming final or of learning of the Final Judgment, whichever is later. Contractor shall also provide any documentary evidence of compliance with the Final Judgment within 5 days of satisfying the Final Judgment. Any notice required by this paragraph shall be addressed to OCCM at 70 W. Hedding Street, East Wing, 11th Floor, San José, CA 95110. Notice provisions in this paragraph are separate from any other notice provisions in this Agreement and, accordingly, only notice provided to OCCM satisfies the notice requirements in this paragraph. 17.7 Access to Records Concerning Compliance with Pay Equity Laws: In addition to and notwithstanding any other provision of this Agreement concerning access to Contractor’s records, Contractor shall permit the County and/or its authorized representatives to audit and review records related to compliance with applicable pay equity Laws. Upon the County’s request, Contractor shall provide the County with access to any and all facilities and records, including but not limited to financial and employee records, that are related to the purpose of this Subsection, except where prohibited by federal or state laws, regulations or rules. County’s access to such records and facilities shall be permitted at any time during Contractor’s normal business hours upon no less than 10 business days’ advance notice. 17.8 Pay Equity Notification: Contractor shall (1) at least once in the first year of this Agreement and annually thereafter, provide each of its employees working in California and each person applying to Contractor for a job in California (collectively, “Employees Docusign Envelope ID: 5560FACE-B22F-46CC-A643-4E53CD5870EF Agreement between County of Santa Clara and City of Gilroy. Emergency Medical Services (“EMS”) Benefit to EMS System Users. Page 9 of 15 and Job Applicants”) with an electronic or paper copy of all applicable pay equity Laws or (2) throughout the term of this Agreement, continuously post an electronic copy of all applicable pay equity Laws in conspicuous places accessible to all of Contractor’s Employees and Job Applicants. 17.9 Material Breach: Failure to comply with any part of this Subsection shall constitute a material breach of this Agreement. In the event of such a breach, the County may, in its discretion, exercise any or all remedies available under this Agreement and at law. County may, among other things, take any or all of the following actions: (i) Suspend or terminate any or all parts of this Agreement. (ii) Withhold payment to Contractor until full satisfaction of a Final Judgment concerning violation of an applicable wage and hour Law or pay equity Law. (iii) Offer Contractor an opportunity to cure the breach. 17.10 Subcontractors: Contractor shall impose all of the requirements set forth in this Subsection on any subcontractors permitted to perform work under this Agreement. This includes ensuring that any subcontractor receiving a Final Judgment for violation of an applicable Law promptly satisfies and complies with such Final Judgment. 18. California Public Records Act The County is a public agency subject to the disclosure requirements of the California Public Records Act (“CPRA”). If Contractor’s proprietary information is contained in documents or information submitted to County, and Contractor claims that such information falls within one or more CPRA exemptions, Contractor must clearly mark such information “CONFIDENTIAL AND PROPRIETARY,” and identify the specific lines containing the information. In the event of a request for such information, the County will make best efforts to provide notice to Contractor prior to such disclosure. If Contractor contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief or other appropriate remedy from a court of law in Santa Clara County before the County is required to respond to the CPRA request. If Contractor fails to obtain such remedy within the time the County is required to respond to the CPRA request, County may disclose the requested information. Contractor further agrees that it shall defend, indemnify and hold County harmless against any claim, action or litigation (including but not limited to all judgments, costs, fees, and attorney’s fees) that may result from denial by County of a CPRA request for information arising from any representation, or any action (or inaction), by the Contractor. 19. Third-Party Beneficiaries This Agreement does not, and is not intended to, confer any rights or remedies upon any person or entity other than the Parties. 20. Conflict of Interest; Political Reform Act Contractor shall comply, and require its employees, agents, and subcontractors to comply, with all (1) applicable requirements governing avoidance of impermissible client conflicts; Docusign Envelope ID: 5560FACE-B22F-46CC-A643-4E53CD5870EF Agreement between County of Santa Clara and City of Gilroy. Emergency Medical Services (“EMS”) Benefit to EMS System Users. Page 10 of 15 and (2) federal, state and local conflict of interest and disclosure laws and regulations including, without limitation, California Government Code section 1090 et seq., the California Political Reform Act (California Government Code section 87100 et seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations section 18700 et seq.). Failure to do so constitutes a material breach of this Agreement and is grounds for immediate termination of this Agreement by County. In accepting this Agreement, Contractor covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of this Agreement. Contractor further covenants that, in the performance of this Agreement, it will not use any contractor or employ any person having such an interest. Contractor, including but not limited to Contractor’s employees, agents, and subcontractors, may be subject to the disclosure and disqualification provisions of the California Political Reform Act of 1974 (the “Act”), that (1) requires such persons to disclose economic interests that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making or participating in making decisions that will foreseeably financially affect such interests. If the disclosure provisions of the Act are applicable to any individual providing service under the Agreement, Contractor shall, upon execution of this Agreement, provide County with the names, description of individual duties to be performed, and email addresses of all individuals, including but not limited to Contractor’s employees, agents and subcontractors, that could be substantively involved in “mak[ing] a governmental decision” or “serv[ing] in a staff capacity” and in that capacity participating in making governmental decisions or performing duties that would be performed by an individual in a designated position, (2 CCR 18700.3), as part of Contractor’s service to County under this Agreement. Contractor shall immediately notify County of the names and email addresses of any additional individuals later assigned to provide such service to County under this Agreement in such a capacity. Contractor shall immediately notify County of the names of individuals working in such a capacity who, during the course of the Agreement, end their service to County. Contractor shall ensure that all such individuals identified pursuant to this paragraph understand that they are subject to the Act and shall conform to all requirements of the Act and other applicable conflict of interest and disclosure laws and regulations, and shall file Statements of Economic Interests within 30 days of commencing service pursuant to this Agreement, annually by April 1, and within 30 days of their termination of service pursuant to this Agreement. 21. Levine Act Compliance Contractor will comply, and will ensure that its agents (as that term is defined under California Government Code section 84308(h)) and its subcontractors identified in Contractor’s proposal responding to a County solicitation and/or identified in this Agreement (“Subcontractors”) comply, with Government Code section 84308 (“Levine Act”) and the applicable regulations of the Fair Political Practices Commission concerning campaign Docusign Envelope ID: 5560FACE-B22F-46CC-A643-4E53CD5870EF Agreement between County of Santa Clara and City of Gilroy. Emergency Medical Services (“EMS”) Benefit to EMS System Users. Page 11 of 15 disclosure (2 California Code of Regulations sections 18438.1 – 18438.8), which (1) require a party to a proceeding involving certain contracts to disclose on the record of the proceeding any contribution, as defined by Government Code section 84308(a)(6), of more than $500 that the party or their agent has made within the prior 12 months to a member of the County’s Board of Supervisors or any Other Elected County Officer (“Elected County Officer”), and (2) prohibit a party to a proceeding involving a covered contract from making a contribution, as defined by Government Code section 84308(a)(6), of more than $500 to any Elected County Officer during the proceeding and for 12 months following the final decision in the proceeding, as well as prohibit an agent of the party from making a contribution in any amount to any Elected County Officer during the same time periods. Contractor agrees to submit any disclosures required to be made under the Levine Act at the Office of the Clerk of the Board of Supervisors website at https://www.sccgov.org/levineact, and Contractor shall require Subcontractors to do the same. If this Agreement is of the type subject to the Levine Act and is to be considered or voted upon by the County’s Board of Supervisors, Contractor shall complete the Levine Act Contractor Form: Identification of Subcontractors and Agents, and if applicable, shall ensure that any Subcontractor completes the Levine Act Subcontractor Form: Identification of Agents, and Contractor must submit all such forms to the County as a prerequisite to execution of the Agreement. 22. Dispute Resolution 22.1 All disputes arising in connection with the performance by any Party under this Agreement shall be subjected to the provisions of this Section. Time is of the essence in the resolution of disputes. The Parties shall act immediately to resolve informally such disputes. 22.2 If the Parties, through their respective authorized designees, cannot mutually resolve a dispute within seven (7) days after written notification by any Party to the other Parties of the existence of such dispute, then the following procedure shall apply: (i) Each Party shall appoint one person to act as an impartial mediator in an attempt to resolve such dispute. Each of the mediators shall have sufficient knowledge and experience to understand such dispute but shall not be a person who performs services under the Agreement. The mediators shall be known as the Dispute Resolution Group; (ii) The Dispute Resolution Group shall convene at SCVMC, or at another location agreeable to all Parties, not later than twelve (12) days following notification of the existence of such dispute and shall meet for a maximum of four (4) four-hour sessions during the subsequent seven (7) business days in an attempt to reach a resolution of such dispute which is acceptable to the Parties. At such sessions, the Dispute Resolution Group may allow the Parties to present arguments and other information regarding such dispute. Legal counsel shall be permitted to present arguments; (iii) In the event that at such sessions, the Dispute Resolution Group fails to reach a resolution of such dispute, which is acceptable to all Parties, then each Party, may Docusign Envelope ID: 5560FACE-B22F-46CC-A643-4E53CD5870EF Agreement between County of Santa Clara and City of Gilroy. Emergency Medical Services (“EMS”) Benefit to EMS System Users. Page 12 of 15 assert its other rights and remedies as provided under this Agreement, or provided by law; (iv) Each Party shall bear its own costs of mediation, including the cost of the mediator appointed by that Party. 22.3 Nothing in this Section is intended to delay County’s right to suspend, cancel or terminate the Agreement, in accordance with applicable provisions herein. 23. Waiver No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted by a Party shall be in writing and shall apply to the specific instance expressly stated. 24. Counterparts This Agreement may be executed in one or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument. 25. Severability If any provision of this Agreement is found by a court of competent jurisdiction to be void, invalid, or unenforceable, the same will either be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of this Agreement. 26. Force Majeure Neither Party shall be liable nor deemed to be in default for any delay, interruption or failure in performance under this Agreement deemed resulting, directly or indirectly, from Acts of God, civil or military authority, war, accidents, fires explosions, earthquakes, floods, failure of transportation, machinery or supplies, vandalism, riots, civil disturbances, strike or other work interruptions by either Party’s employees, or any similar or dissimilar cause beyond the reasonable control of either Party. However, both Parties shall make good faith efforts to perform under this Agreement in the event of any such circumstances. 27. Use of Names and Logos Contractor shall not be permitted to use County’s name or logo for any purpose without prior written consent from County, following approval by the Office of the County Counsel. If County provides such consent, Contractor agrees to discontinue such use upon ten (10) days’ prior notice from the County. 28. Assignment of Clayton Act, Cartwright Act Claims Contractor assigns to the County all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the Contractor for sale to the County pursuant to this Agreement. Docusign Envelope ID: 5560FACE-B22F-46CC-A643-4E53CD5870EF Agreement between County of Santa Clara and City of Gilroy. Emergency Medical Services (“EMS”) Benefit to EMS System Users. Page 13 of 15 29. Survival All representations, warranties, and covenants contained in this Agreement, or in any instrument, certificate, exhibit, or other writing intended by the Parties to survive this Agreement, shall survive the termination or expiration of this Agreement, including but not limited to all terms (1) providing for indemnification of County; (2) relating to the California Public Records Act; (3) relating to County Data; and (4) relating to Contractor’s obligations upon termination or expiration of this Agreement. 30. Contract Execution Policy Unless otherwise prohibited by law or County policy, the Parties agree that an electronic copy of a signed contract, or an electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term “electronic copy of a signed contract” refers to a transmission by facsimile, electronic mail, or other electronic means of a copy of an original signed contract in a portable document format. The term “electronically signed contract” means a contract that is executed by applying an electronic signature using technology approved by the County. 31. Living Wage Unless otherwise exempted or prohibited by law or County policy, where applicable, Contractors that contract with the County to provide Direct Services developed pursuant to a formal Request for Proposals process, as defined in County of Santa Clara Ordinance Code Division B36 (“Division B36”) and Board Policy section 5.5.5.5 (“Living Wage Policy”), and their subcontractors, where the contract value is $100,000 or more (“Direct Services Contract”), must comply with Division B36 and the Living Wage Policy and compensate their employees in accordance with Division B36 and the Living Wage Policy. Compliance and compensation for purposes of this provision includes, but is not limited to, components relating to fair compensation, earned sick leave, paid jury duty, fair workweek, worker retention, fair chance hiring, targeted hiring, local hiring, protection from retaliation, and labor peace. If Contractor and/or a subcontractor violates this provision, the Board of Supervisors or its designee may, at its sole discretion, take responsive actions including, but not limited to, the following: (a) Suspend, modify, or terminate the Direct Services Contract. (b) Require the Contractor and/or Subcontractor to comply with an appropriate remediation plan developed by the County. (c) Waive all or part of Division B36 or the Living Wage Policy. This provision shall not be construed to limit an employee's rights to bring any legal action for violation of the employee's rights under Division B36 or any other applicable law. Further, this provision does not confer any rights upon any person or entity other than the Board of Supervisors or its designee to bring any action seeking the cancellation or suspension of a County contract. By entering into this contract, Contractor certifies that it is currently Docusign Envelope ID: 5560FACE-B22F-46CC-A643-4E53CD5870EF Agreement between County of Santa Clara and City of Gilroy. Emergency Medical Services (“EMS”) Benefit to EMS System Users. Page 14 of 15 complying with Division B36 and the Living Wage Policy with respect to applicable contracts and warrants that it will continue to comply with Division B36 and the Living Wage Policy with respect to applicable contracts. 32. Exclusion Screening of Personnel 32.1 Contractor represents and warrants that it, its employees, contractors, subcontractors or agents (collectively “Contractor”) are not suspended, debarred, excluded, or ineligible for participation in Medicare, Medi-Cal or any other federal or state funded health care program, if applicable, or from receiving Federal funds as listed in the List of Parties Excluded from Federal Procurement or Non-procurement Programs issued by the Federal General Services Administration. Contractor certifies that it has performed an appropriate screening of Service Contractors prior to making this certification, that it will screen all new Service Contractors, and that it will monitor the status of existing Service Contractors on a monthly basis. Contractor further certifies that all directors, managing employees, and owners of five percent interest, or more, in Contractor’s business have not been convicted of any health care related offenses nor excluded from Medicare, Medi-Cal, or any other federal or state funded health care program. The County reserves the right to audit Contractor’s compliance with the screening requirements in this Section. 32.2 Contractor agrees to notify the County immediately should Contractor or Service Contractor be audited, investigated, administratively or criminally charged, or convicted of a health care related offense, becomes suspended, debarred, excluded or ineligible for participation in Medicare, Medi-Cal or any other federal or state funded health care program, as defined by 42. U.S.C. 1320a-7b (f), or from receiving Federal funds as listed in the List of Parties Excluded from Federal Procurement or Non-procurement Programs issued by the Federal General Services Administration. During the pendency of any such proceedings, Contractor, or a Service Contractor may, at the request of County, be removed from any responsibility for or involvement in the provision of services under this Agreement. It is the Contractor’s obligation to keep the County fully informed about the status of such proceedings and to consult with the County prior to taking any action which will directly impact the County. This Agreement may be terminated immediately by County upon the actual exclusion, debarment, loss of licensure, or conviction of Contractor or of a Service Contractor of a health care offense. 32.3 Contractor will indemnify, defend, and hold harmless County for any loss or damage resulting from the conviction, debarment, or exclusion of Contractor, or Service Contractors, or subcontractors. Docusign Envelope ID: 5560FACE-B22F-46CC-A643-4E53CD5870EF Agreement between County of Santa Clara and City of Gilroy. Emergency Medical Services (“EMS”) Benefit to EMS System Users. Page 15 of 15 Exhibit A Scope of Service A. Project Areas 1. Prehospital Care Devices: Funds may only be used to reimburse the Contractor for costs associated with the purchase of devices and supporting hardware required to provide prehospital care, as outlined in the Santa Clara County Prehospital Care Policy. To receive reimbursement, the Contractor shall: 1.1 Procure mechanical cardiopulmonary resuscitation and video laryngoscope devices, as defined in the approval letter from the EMS Agency dated March 20, 2025, “EMS Trust Fund – Category C – Solicitation FY2025”. 1.2 Place mechanical cardiopulmonary resuscitation and video laryngoscope devices into service. B. Performance Standards 1. The EMS Agency shall verify that by the end of this Agreement term, 1) prehospital care devices and supporting hardware have been purchased, consistent to the requirements of this Scope of Work, and 2) devices and supporting hardware are placed into service. 2. Patient care data must be received by the Contractor consistent with Santa Clara County EMS Patient Care Data System Overview Policy 503. 3. The Contractor shall provide documentation, sufficient to show compliance with the requirements outlined in this Scope of Work. If Contractor has not purchased before the end of the Agreement term; Contractor must return all allocated funds. 4. The Santa Clara County EMS Agency may conduct an onsite audit to ensure that the equipment was purchased according to the specifications of this Agreement. C. Budget Docusign Envelope ID: 5560FACE-B22F-46CC-A643-4E53CD5870EF