1 City of Napa Agreement No. _______
American Canyon Fire Protection District 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 the American Canyon Fire Protection District, a California special district (“AMERICAN CANYON”) is effective as of the effective date identified on the signature page . CITY and AMERICAN CANYON may be identified as “a Party,” or collectively, as “the Parties”. The Parties are public entities organized and operating under the laws of the State of California and each is a public agency as defined in California Government Code Section 6500.
RECITALS
A. The CITY and AMERICAN CANYON 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 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 AMERICAN CANYON worked with Tablet Command Inc., (“Consultant”) to develop a scope of work and single point billing mechanism.
E. The CITY and AMERICAN CANYON would benefit from the Tablet Command Software and both desires to participate in the program.
F. City will serve as the single point of billing and contract holder with the Consultant for the Tablet Command software.
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 funded by American Medical Response West.
NOW, THEREFORE, the CITY and AMERICAN CANYON for the considerations hereinafter set forth, mutually agree as follows:
1. RIGHT TO TERMINATE . CITY may terminate this Agreement for convenience (with or without cause) by providing written notice of termination to consultant, effective upon the date stated in the notice. If CITY terminates the Agreement, it will pay Consultant for all Services satisfactorily performed up to and including the effective date of the termination.
Notwithstanding the foregoing, if the Consultant’s Agreement (defined below) is terminated for any reason, this Agreement shall automatically terminate at the same time.
AMERICAN CANYON may terminate this Agreement with CITY for convenience (with or without cause) by providing written notice of termination to CITY. Any such termination by AMERICAN CANYON will not affect the Agreement between CITY and Consultant.
Attachment 4
2 2. SOFTWARE SERVICES.
(a) Costs. AMERICAN MEDICAL RESPONSE WEST will reimburse the CITY for all costs associated with AMERICAN CANYON’s Tablet Command Software.
(c) Collaboration Between the Parties. The Parties agree to the following:
• The City will notify American Canyon of any Software updates, training or any other pertinent information provided by Tablet Command associated with the service.
• The City and American Canyon shall communicate frequently 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. If such confidential information is received or accessed by either party, it agrees that it will treat all such information as confidential and it wi ll 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 provide written notice to the other Party, and the other Party shall be given a reasonable opportunity to seek 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 t ermination 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 AMERICAN MEDICAL RESPONSE WEST . The invoice shall document the full amount paid by the CITY to Consultant and the amount owed by AMERICAN MEDICAL RESPONSE WEST to CITY.
4. INDEMNIFICATION. To the full extent permitted by law, each party will indemnify, hold harmless, release, and defend one another (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 the other party’s acts or omissions under this Agreement. Consistent with Civil Code Section 2782, the parties will not be obligated to indemnify one another for the proportionate share of the Liability caused by the other party’s active negligence, sole negligence, or willful misconduct. The indemnification obligations under this Agreement are not limited by any limitations of any insurance held by the parties, 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 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 deposit in the United States mail, by certified mail, postage prepaid, return receipt requested. Any mailed notice, demand, request, consent, approval or communication that any party 3 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. Any notice sent by mail in the manner prescribed by this paragraph shall be deemed to have been received on the date noted on the return receipt or five days following the date of deposit, whichever is earlier.
AMERICAN CANYON FIRE PROTECTION DISTRICT CITY
Geoff Belyea Gus Ulloth
Fire Chief Communications Manager
911 Donaldson Way East P.O. Box 660
American Canyon, Ca 94503 Napa, CA 94559
7. COMPLIANCE WITH LAWS. In performing any services required under this Agreement to be reimbursed by AMERICAN CANYON, CITY shall observe and comply with all applicable Federal, State and local laws, ordinances, and codes.
8. AUTHORITY TO CONTRACT. CITY and AMERICAN CANYON 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 AMERICAN CANYON 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]
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: AMERICAN CANYON FIRE PROTECTION DISTRICT, a local fire district:
Steve Potter, City Manager Geoff Belyea, Fire Chief
4 ATTEST:
Tiffany Carranza, City Clerk
Date: ___________________________
(“Effective Date”)
COUNTERSIGNED: ATTEST:
Joy Riesenberg, City Auditor , District Secretary
APPROVED AS TO FORM: APPROVED AS TO FORM:
Michael W. Barrett, City Attorney , District Counsel