AMENDMENT NO. 10 TO COOPERATIVE JOINT POWERS DISPATCHING SERVICES AGREEMENT NAPA CITY AGREEMENT NO. C2013-363
NAPA COUNTY AGREEMENT NO. 170779B
City Budget Code: 10021400-43420
This Amendment No. 10 (“Amendment”) to City Agreement No.C2013-363 & Napa County Agreement No. 1707998, entitled Cooperative Joint Powers Dispatching Services Agreement (“Agreement”), by and between the City of Napa, a California charter city (“City”), and the County of Napa, a political subdivision of the State of California (“County”), is effective on the date last signed by the City, which is identified on the signature page as the “Effective Date.”
RECITALS
A. 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 for dispatching emergency vehicles and related services, in the amount of $1,739,796 for Fiscal Year 2013/2014 and $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; Amendment No 4 extended the Agreement for Fiscal Year 2018/2019 for $1,977,165; Amendment No 5 extended the Agreement for Fiscal Year 2019/2020 for $2,036,480; Amendment No 6 extended the Agreement for Fiscal Year 2020/2021 for $2,097,574; Amendment No 7 extended the Agreement for Fiscal Year 2021/2022 for $2,160,501; Amendment No 8 extended the agreement for Fiscal Years 2022/2023 and 2023/2024 for $4,669,534; and Amendment No 9 extended the agreement for Fiscal Years 2042/2025 and 2025/2026 for $5,029,227.
B. The parties would like to extend the Agreement for one (1) additional year, from July 1, 2026 through June 30, 2027.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND CONDITIONS IDENTIFIED HEREIN, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. 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, 2027 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.”
3. AMENDMENT. Exhibit “A”, attached hereto and incorporated here by reference, sets forth the rate at which County will pay City for compensation for services during Fiscal Year 2026/2027. Thus, the total compensation payable to the City in accordance with this Agreement as amended herein shall not exceed $29,695,303 ($5,271,581 for FY’s 2013/2014 through 2015/2016, as set forth in the original Agreement and Amendment No. 1; $1,845,748 for FY 2016/2017 for Amendment No. 2; $1,919,578 for Amendment No 3; $1,977,165 for Amendment No 4; $2,036,480 for Amendment No 5; $2,097,574 for Amendment No 6; $2,160,501 for Amendment No 7; $4,669,534 for Amendment No 8; $5,029,227 for Amendment No 9) and $2,687,915 for this Amendment No 10.
4. 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 2022, the Mark43 RMS system was implemented. The City and County jointly selected the Mark43 RMS system. A grant from the U.S. Department of Justice covered the capital costs of the new system. The Mark43 system is a Software as a Subscription model; the yearly cost is $154,516. Using the pro rata or proportional share of 38.51% set for in Section 4(e) of the Agreement, the County share of Mark43 RMS yearly subscription is calculated to be $59,516 and is hereby incorporated into Exhibit “A” of this Agreement No 10.
5. ENTIRE AGREEMENT. This Amendment (including the Agreement as amended herein and all documents incorporated herein by reference) comprises the entire integrated understanding between the parties concerning the services described in this Amendment. 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.
6. 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.
7. 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: COUNTY:
CITY OF NAPA, a California charter city COUNTY OF NAPA, a political subdivision of the State of California By: _________________________________ By: SEE PAGE #4________________________ Steve Potter, City Manager
Date: _______________________________
(“Effective Date”)
COUNTERSIGNED:
Erika Leahy, City Auditor
APPROVED AS TO FORM:
Christopher Diaz, Interim City Attorney
IN WITNESS WHEREOF, the parties have duly executed this Agreement the day and year first above written.
COUNTY OF NAPA:
(Signature)
Amber Manfree, Chair of the Board of Supervisors
(Type name and title)
ATTEST:
(Signature)
Neha Hoskins, Clerk of the Board of Supervisors
(Type name and title)
APPROVED AS TO FORM:
(Signature)
Deputy County Counsel
(Type name and title)
APPROVED BY THE NAPA COUNTY BOARD OF SUPERVISORS:
(Signature)
Deputy Clerk of the Board
(Type name and title)
Date:
Exhibit “A”
Rate for Dispatching Services and Mark43 Subscription Per Year Fiscal Year Rate 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 Dispatching Services
$59,516 Mark43 RMS
$2,295,635 Total
FY 2023/2024 $2,314,383 Dispatching Services
$59,516 Mark43 RMS
$2,373,899 Total
FY 2024/2025 $2,406,958 Dispatching Services
$59,516 Mark43 RMS
$2,466,474 Total
FY 2025/2026 $2,503,237 Dispatching Services
$59,516 Mark43 RMS
$2,562,753 Total
FY 2026/2027 $2,628,399 Dispatching Services
$59,516 MARK43 RMS
$2,687,915 Total
Amendment No.10 to Agreement No.C2013 363 Page 3 of 4 Form 2.3-3 (7/09)
ATTACHMENT 1