1 City of Napa Agreement No. _______
American Medical Response West Agreement No. _______
MEMORANDUM OF UNDERSTANDING FOR THE USE OF TABLET COMMAND SOFTWARE This Memorandum of Understanding for the use of Tablet Command Software (this “Agreement”) by and between the City of Napa, a California charter city ("CITY"), and American Medical Response West, a California corporation (“AMR”), is effective as of the effective date identified on the signature page. CITY and AMR may be identified herein as “a Party,” or collectively, as “the Parties”.
RECITALS
A. The CITY and AMR desire to jointly utilize Tablet Command Software for a shared incident command system that will produce a more reliable and standardized operational picture.
B. On September 14, 2021, the Napa County Local Emergency Services Agency (“County EMS”) executed Napa County Agreement No. 220120B with American Medical Response We st, DBA American Medical Response for 9-1-1 Emergency Advanced Life Support (ALS) Ambulance Transport Services.
C. Napa County Agreement No. 220120B, Section 5.14B Emergency Medical Dispatch, contractor requirements state, “Contract[or] shall provide ‘Tablet Command’ or similar software, to track and manage the assignment of resources during emergency incidents. Contractor shall make ‘Tablet Command ’ software available to the Napa County EMS Agency and to fire agencies who desire to participate in the program.”
D. The CITY in conjunction with AMR worked with Tablet Command Inc. (“Consultant”) to develop a scope of work and single point billing mechanism.
E. The CITY and AMR would benefit from the Tablet Command Software and both desire CITY to engage Consultant to provide software services for the Parties as specified herein and in the Consulting Agreement (defined below).
F. The CITY will serve as the single point of billing and contracting party with the Consultant for the Tablet Command software. The Parties acknowledge that American Canyon Fire Protection District will also participate in the program and will be provided a software license through the CITY contract with the Consultant (hereinafter, the “Consulting Agreement”).
G. The Parties wish to enter into this Agreement to set forth the terms and conditions upon which the Parties will cooperate and share the software service provided by the Consultant and reimbursed by AMR as specified herein.
NOW, THEREFORE, the CITY and AMR for the considerations hereinafter set forth, mutually agree as follows:
1. CITY’S RIGHT TO TERMINATE . The CITY may terminate this Agreement for convenience (with or without cause) by providing written notice of termination to AMR, effective upon the date stated in the notice (the “Termination Date”) . If the CITY terminates th is Agreement, AMR will reimburse CITY for all amounts paid by the CITY to Consultant for s ervices satisfactorily performed by Consultant through the Termination Date.
Notwithstanding the foregoing, if the Consult ing Agreement is terminated for any reason, this Agreement shall automatically terminate at the same time. In that event, AMR will reimburse CITY for all amounts paid by the CITY to Consultant for services satisfactorily performed by Consultant through the termination date of the Consulting Agreement.
Attachment 3
2 CITY shall make commercially reasonable efforts to provide AMR reasonable advance notice of any termination of the Consulting Agreement.
2. SOFTWARE SERVICES.
(a) Costs. AMR will reimburse the CITY for all costs actually incurred pursuant to the Consulting Agreement, including costs associated with the Tablet Command Software which include one- time implementation and recurring costs. AMR acknowledges and agrees that American Canyon Fire Protection District will also utilize the services provided by Consultant pursuant to the Consulting Agreement and any charges associated therewith will also be reimbursed to the CITY by AMR.
(b) Collaboration Between the Parties. The Parties agree to the following:
• The CITY will notify AMR of any software updates, training or any other pertinent information provided by the Consultant associated with the Table Command service.
• The CITY and AMR shall communicate regularly on Tablet Command End User updates, so the platform is current.
• Each Party shall include the other Party in all written communications with the Consultant.
• The Parties acknowledge and agree that they may receive confidential information from the other party during the course and scope of this Agreement and when utilizing the Tablet Command software , as AMR is acting as a contractor for the County EMS. If such confidential information is received or accessed by either party, it agrees that it will treat all such information as confidential and it will only be used for purposes that are consistent with existing law.
• Both Parties agree to notify the other immediately upon any request for any records created pursuant to the Consultant’s Agreement. To the extent that a Party receives a request to disclose any such records, and the Party does not identify a legal basis to withhold such records, the Party shall to the extent legally permitted provide written notice to the other Party, and the other Party shall be given a reasonable opportunity to seek at its expense a court order to preclude the Party to whom the request was made from disclosing such records, or applicable portion thereof, provided that in such event the Party seeking court intervention shall defend, indemnify, and hold the Party to whom the request was made harmless regarding any claim or litigation by an third party, and such obligation shall survive termination of this Agreement. Except as expressly provided herein, this provision shall not impact either Party’s obligation to timely respond to any request for records.
3. INVOICING AND PAYMENT. Each month following CITY’s payment to the Consultant, the CITY shall invoice AMR for reimbursement. The invoice shall document the actual amount paid by the CITY to Consultant and the allocable share of such amount owed by AMR to CITY as indicated in Exhibit A.
4. INDEMNIFICATION. To the full extent permitted by law, AMR will indemnify, hold harmless, release, and defend the CITY (including its officers, elected or appointed officials, employees, volunteers, and agents) from and against any and all liability or claims (including actions, demands, damages, injuries, settlements, losses, or costs [including legal costs and attorney's fees]) (collectively, “Liability”) of any nature, arising out of, pertaining to, or relating to AMR’s acts or omissions under this Agreement. Consistent with Civil Code Section 2782, AMR will not be obligated to indemnify CITY for the proportionate share of the Liability caused by the CITY’s active negligence, sole negligence, or willful misconduct. AMR’s indemnification obligations under this Agreement are not limited by any limitations of any insurance held by AMR, including, but not limited to, workers’ compensation insurance.
5. NO WAIVER. The waiver by any of the parties of any breach or violation of any 3 requirement of this Agreement shall not be deemed to be a waiver of any such breach in the future, or of the breach of any other requirement of this Agreement.
6. NOTICES. All notices required or authorized by this Agreement shall be in writing and shall be delivered in person or by UPS, USPS, or Fed Ex courier service. Any mailed notice, demand, request, consent, approval or communication that any party desires to give any other party shall be addressed to the other party at the address set forth below. Any party may change its address by notifying the other parties of the change of address pursuant to the provisions of this Paragraph 6. Any notice sent by courier service in the manner prescribed by this paragraph shall be deemed to have been received on the day of delivery by such express courier with proof of delivery.
AMR CITY
Regional Director Gus Ulloth
841 Latour Court Communications Manager
Napa, Ca 94558 P.O. Box 660
Napa, CA 94559
7. COMPLIANCE WITH LAWS. In performing any services required under this Agreement to be reimbursed by AMR, CITY shall observe and comply with all applicable Federal, State and local laws, ordinances, and codes.
8. AUTHORITY TO CONTRACT. CITY and AMR each warrant hereby that they are legally permitted and otherwise have the authority to enter into and perform this Agreement.
9. THIRD PARTY BENEFICIARIES. Nothing contained in this Agreement shall be construed to create any rights in third parties and CITY and AMR do not intend to create such rights.
10. ATTORNEY'S FEES. In the event that either of the Parties commences legal action of any kind or character to either enforce the provisions of this Agreement or to obtain damages for breach thereof, the prevailing party in such litigation shall be entitled to all costs and reasonable attorney's fees incurred in connection with such action.
11. ENTIRETY OF CONTRACT. This Agreement constitutes the entire agreement between the Parties relating to the subject of this Agreement and supersedes all previous agreements, promises, representations, understandings and negotiations, whether written or oral, among the parties with respect to the subject matter hereof.
12. SEVERABILITY. If any term of this Agreement (including any phrase, provision, covenant, or condition) is held by a court of competent jurisdiction to be in valid or unenforceable, this Agreement will be construed as not containing that term, and the remainder of this Agreement will remain in full force and effect; provided, however, this section will not be applied to the extent that it would result in a frustration of the parties’ intent under this Agreement.
17. COUNTERPARTS. This Agreement may be executed in counterparts, each one of which is deemed an original, but all of which together constitute a single instrument.
[SIGNATURES ON FOLLOWING PAGE]
4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective on the Effective Date set forth below.
CITY OF NAPA, a California Charter City: AMR
American Medical Response West, a
California corporation
Steve Potter, City Manager By: Thomas Wagner, Group President
By: Sean Russell, Region President
ATTEST:
Tiffany Carranza, City Clerk
Date: ___________________________
(“Effective Date”)
COUNTERSIGNED:
Joy Riesenberg, City Auditor
APPROVED AS TO FORM:
Michael W. Barrett, City Attorney
5 Exhibit A
The allocable share of such services owed by AMR to CITY is described below:
Initial Deployment Services:
CAD API Integration Development Deployment and Testing
HEXAGON XALT API
Staffing Integration Deployment - Cloud Hosted, Configuration. Testing
Tablet Command Customer Onboarding and Account Configuration
Tablet Command On Site User Training
MDM Management and Configuration Workshop On Site Training
MDM Device configuration and deployment services - VM Ware
Recurring Services:
VMWare Annual Subscription
Tablet Command Enterprise Pro Agency License (Multi Agency) Annual Subscription:
Administrative access, updates, support
Tablet Command CAD + STATUS + AVL Integration License Annual Subscription:
24/7/365 monitoring, updates, support
Tablet Command Mobile End User Licenses - iPhone/Android: Updates, end user support
Tablet Command End User License: View, Manage, + Status + AVL - Tablet: Updates, end user support