ATTACHMENT 1
AMENDMENT NO. 8 TO COOPERATIVE JOINT POWERS DISPATCHING SERVICES AGREEMENT NAPA CITY AGREEMENT NO. C2013-363
NAPA COUNTY AGREEMENT NO. 170779B
This Amendment No. 8 ("Amendment") to the Cooperative Joint Powers Dispatching Services Agreement (City of Napa No. C2013-363, Napa County Agreement No. 170799B) is dated this 1st day of July, 2022, by and between the City of Napa, a municipal corporation (hereinafter "City"), and Napa County, a political subdivision of the State of California (hereinafter "County").
RECITALS
City and County entered into an Agreement entitled Cooperative Joint Powers Dispatching services Agreement (Agreement) in August 2013, relating to the operation of a centralized service fo lispatching emergency vehicles and related services, in the amount of $1,739,796 for Fiscal Yea 2013/2014and $1,739,796 for Fiscal Year 2014/2015. Amendment No. 1 extended the Agreement for Fiscal Year 2015/2016 for $1,791,989; Amendment No 2 extended the Agreement for Fiscal Year 2016/2017 for $1,845,748; Amendment No 3 extended the Agreement for Fiscal Year 2017/2018 for $1,919,578; extended the Agreement for Fiscal Year 2019/2020 for $2,036,480; Amendment No 6 extended the Year 2021/2022 for $2, 160,501.
The parties would like to extend the Agreement for two (2) additional years, from July 1, 2022, through June 30, 2024.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND CONDITIONS IDENTIFIED HEREIN, THE PARTIES HEREBY AGREE AS FOLLOWS:
INCORPORATION BY REFERENCE. This Amendment hereby incorporates by reference all terms and conditions set forth in the Agreement, unless specifically modified by this Amendment. All terms and conditions set forth in the Agreement which are not specifically modified by this Amendment shall remain in full force and effect.
2 AMENDMENT. Section 5 of the Agreement, "Term," is hereby deleted in its entirety, and replaced by a new Section 5 to read as follows:
"5) TERM. The term of this Agreement shall be from July 1, 2013 until June 30, 2024 unless terminated earlier as provide herein; except that the obligations of the parties under Paragraph 12 (Insurance) and Paragraph 13 (Indemnification) shall continue in full force and effect after said expiration date or early termination in relation to acts or omissions occurring prior to such dates during the term of this Agreement." AMENDMENT. Exhibit "B-8", attached hereto and incorporated here by reference, sets forth the rate at which County will pay City for compensation for services during Fiscal Years 2022/2023 and 2023/2024. All references to Exhibit "B-2" in the Agreement shall henceforth mean "Exhibit B-8" from the effective date of this Amendment. Thus, the total compensation payable to the City in accordance with this Amendment No.8 shall not exceed $4,669,534.
AMENDMENT. When entering into the Agreement, the parties anticipated the future need and costs related to upgrade or replacement of the Records Management System (RMS) I/Leads. In 2020, the City's Napa Police Department received a NIBRS NCS-X grant from the U.S. Department of Justice to replace l/Leads RMS and implement a NIBRS complaint RMS. The grant covered the capital costs of the new system. The City and County jointly selected Mark43 RMS. The system will go live in late 2022. The Mark43 system is a Software as a Subscription model; the yearly subscription cost is $154,546. Using the pro rata or proportional share of 38.51% set forth in Section 4(e) of the Agreement, the County share of the Mark43 RMS H:Icld\S\contracts\DispatchlAmend No.8 County Dispatch Agreement 2022 yearly subscription is calculated to be $59,916 and is hereby incorporated into Exhibit "B-8" of this Amendment No 8.
ENTIRE AGREEMENT. This Amendment (including the Agreement and all prior Amendments) comprises the entire integrated understanding between the parties concerning the services described in the Agreement and Amendments. This Amendment supersedes all prior negotiations, agreements and understandings regarding the additional services described herein, whether written or oral.
The documents incorporated by reference into this Amendment are complementary; what is called for in one is binding as if called for in all.
INCORPORATION BY REFERENCE. This Amendment hereby incorporates by reference all terms and conditions set forth in the Agreement, unless specifically modified by this Amendment. All terms and conditions set forth in the Agreement which are not specifically modified by this Amendment shall remain in full force and effect.
SIGNATURES. The individuals executing this Amendment represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Amendment on behalf of the respective legal entities of the County and the City. This Amendment shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, the parties have duly executed this Agreement the day and year first above written.
CITY OF NAPA: NAPA COUNTY:
SEE PAGE 3
(Signature) (Signature)
Steve Potter. City Manager
ATTEST:
(Signature)
Tiffany Carranza, City Clerk
COUNTERSIGNED:
(Signature
Joy Riesenberg. City Auditor
APPROVED AS TO FORM:
(Signature)
Michael W. Barrett, City Attorney
Budget Code: 42151-34205
2 H:Icld\S\contracts\Dispatch\Amend No.8 County Dispatch Agreement 2022 IN WITNESS WHEREOF, the parties have duly executed this Agreement the day and year first above written.
NAPA COUNTY:
(Signature)
Ryan Gregory. Chair of the Board of Supervisors
(Signature)
Clerk of the Board of Supervisors
APPROVED AS TO FORM:
S. Darbinian
(Signature)
Deputy County Counsel
APPROVED BY THE NAPA COUNTY BOARD OF SUPERVISORS:
(Signature)
Deputy Clerk of the Board
Date: September 13, 2022
3 Hileld\S\contracts\DispatchlAmend No.8 County Dispatch Agreement 2022 Exhibit "B-8"
Rate for Service Per Year and Mark43 Subscription
Fiscal Year Rate
FY 2013/2014 $1,739,796
FY 2014/2015 $1,739,796
FY 2015/2016 $1,791,989
FY 2016/2017 $1,845,748
FY 2017/2018 $1,919,578
FY 2018/2019 $1,977,165
FY 2019/2020 $2,036,480
FY 2020/2021 $2,097,574
FY 2021/2022 $2,160,501
FY 2022/2023 $2,236,119 Service
$59,516 Mark43 RMSFY
FY 2022/2023 $2,295,635 Total
FY 2023/2024 $2,314,383
$59,516 Mark43 RMS
FY 2023/2024 $2,373,899 Total
4 Hilld Scontracts\Dispatch\Amend No.8 County Dispatch Agreement 2022