1 AGREEMENT FOR THE CITY OF RIPON TO PROVIDE POLICE
DISPATCH SERVICES TO THE CITY OF ESCALON
This Agreement for the City of Ripon to Provide Police Dispatch Services to the City of Escalon (hereinafter, the “Agreement”) is made and entered into this ___ day of ___________ 2022 (“Effective Date”), by and between the CITY OF RIPON, a municipal corporation (“Ripon”) and the CITY OF ESCALON, a municipal corporation (“Escalon”), each of which may be referred to herein as (“Party”) or collectively as (“Parties”).
RECITALS
A. Ripon has been providing dispatch services to Escalon since 1995 and in 2021 entered into a dispatch services agreement with the City of Lathrop.
B. The dispatch services provided by Ripon require that certain infrastructure be constructed, as well as staff hired/trained, and software/equipment purchased and maintained to implement the “Agreement for the City of Ripon Police Dispatch Services to the City of Escalon” Agreement, which shall be referred to herein as the (“Agreement”).
C. This Agreement is intended to address the roles and responsibilities of the Parties.
D. The Parties have determined there is mutual benefit associated with Ripon providing dispatch services to Escalon, and desire to enter into an Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Duties of the Parties-Operations Phase. Ripon shall provide “Police Dispatch Services” as defined in Exhibit “A” to Escalon for and during the Term of this Agreement, and any extension thereof. Notwithstanding any other provision of this Agreement, the intention of the Parties is as follows:
a. Communications Equipment. Escalon is responsible to design, purchase, install, and maintain the equipment necessary to transmit the communication from the Escalon 911 call system, patrol cars, and portable radios to the Ripon Dispatch Center. Ripon will provide annually a ten (10) year equipment forecast listing for future replacement needs. b. Dispatch Equipment. Ripon shall be responsible to maintain and replace the equipment, software, and hardware at the dispatcher consoles in the Ripon Dispatch Center. Ripon will provide dispatch equipment in the ten (10) year equipment listing as indicated in 1(a). c. Dispatch Center Expansion. The capital cost to expand the Ripon Dispatch Center necessary to accommodate growth in Lathrop, Ripon, and Escalon, including future dispatch consoles and tenant improvements to the building, including HVAC, and electrical necessary to accommodate the future dispatch consoles, shall be allocated to Lathrop, Ripon, and Escalon based 2 on a Dispatch Center Expansion Study (in progress) that will allocate future expansion cost equitably to Lathrop, Ripon, and Escalon.
i. On or prior to each annual anniversary of the Agreement, the Ripon Police Chief will evaluate the capital improvement schedule developed as part of the Ripon Dispatch Center Expansion Study and, after appropriate consultation with the Lathrop Police Chief and the Escalon Police Chief, shall make adjustments to the Capital Improvement Schedule, in his or her discretion, based on actual calls for service of each agency such that Ripon is able to continue to provide dispatch services. The results of this evaluation will be communicated to Escalon in writing. ii. Ripon shall be responsible to obtain the bids necessary to perform the capital improvements recommended in the Dispatch Center Expansion Study according to the Ripon procurement policy and contract with the contractors and vendors accordingly.
d. Staffing. Ripon shall be responsible to employ the dispatchers necessary to provide dispatch services as described herein. Ripon shall be responsible for all salary, benefits, training, uniforms, performance reviews, and future liabilities related to these positions. i. On or prior to each annual anniversary of the Agreement, the Ripon Police Chief will evaluate the staffing needs of the Ripon Dispatch Center projected over a five (5) year period in his or her discretion, based on actual growth and calls for service such that Ripon is able to continue to provide dispatch services. The results of this evaluation will be communicated to Escalon in writing and used as a basis for the subsequent fiscal year billing (see Section 4.b).
2. Term. The term of this Agreement shall commence on July 1, 2022 and shall expire on June 30, 2032. However, if neither Party informs the other Party of its intent to allow for the automatic expiration of this Agreement prior to June 30, 2030, this Agreement shall be automatically extended for another twenty-four (24) month term. Thereafter, and subject to the termination provisions of Section 2(a), if neither Party informs the other Party of its intent to terminate this Agreement prior to June 30th in any given year in which this Agreement remains in effect, this Agreement shall be automatically extended for another twenty-four (24) month term. a. Termination.
i. This Agreement shall automatically terminate on the date either Party ceases to be a member of the Central San Joaquin Valley Risk Management Authority (“CSJVRMA”) unless both parties mutually agree in writing that a requested substitution to the CSJVRMA is acceptable. If either Party receives notice, or obtains other knowledge, that the Party will cease to be a member of the CSJVRMA, that Party shall immediately so notify the other Party, and shall provide to the other Party the effective date that the Party will no longer be a member of the CSJVRMA.
3 ii. This Agreement may be terminated by either Party, with or without cause, at any time during the Original Term or the first sixty (60) days of any Extended Term by vote of that Party’s legislative body to terminate and notice of such action to the other Party. The effective date of said termination shall be twenty-four (24) months after the date of mailing the notice of termination, unless this Agreement is sooner terminated pursuant to subparagraph 2(a)(i) herein or paragraph 8(a)(ii) herein.
b. Pro Rata Payment. In the event of termination under paragraph 2(a)(i) herein, paragraph 2(a)(ii) herein or paragraph 8(a)(ii) herein, Escalon shall pay Ripon on a pro rata basis for services rendered up to the effective date of such termination; except that, in the event Escalon has paid for services in advance pursuant to paragraph 3 herein, Ripon shall pay to Escalon a refund on a pro rata basis for services rendered up to the effective date of such termination.
3. Payment. Escalon agrees to pay Ripon, in consideration for the services to be performed pursuant to this Agreement, the amounts for each phase of the Agreement, as described below:
a. Staffing. Escalon shall pay Ripon $161,000 annually per the Full Time Equivalent of dispatchers allocated to Escalon based on the annual staffing evaluation (see Section
1.d.i).
• Ripon will invoice Escalon each month.
• Invoice payable within 30 days of the date of the invoice. • Beginning January 1, 2023, this payment rate shall be annually adjusted to reflect any increases as shown in the Bureau of Labor Statistics, Bay Area Cities “Consumer Price Index, CPI-U All Items, 12 month % Change” as of June 30th.
b. Capital Improvements. Escalon shall be responsible to reimburse Ripon for Escalon’s share of future capital improvements to the Ripon Dispatch Center as described in Section 1c of this Agreement within 30 days from the date of the invoice.
4. Service Interruptions. Ripon shall not be responsible for any computer, network or telephone malfunction or service interruption, not the fault of Ripon that prevents or delays Ripon from providing Police Dispatch Services. Equipment malfunctions or service interruption within the Ripon computer system will be the responsibility of Ripon. Failures in T-1 connections or any other point-to-point link will be considered part of the Escalon computer system and Escalon shall be responsible for repair of these failures and any other malfunctions or interruptions within the Escalon computer system. At the time of any malfunction or interruption, designated personnel from each agency shall meet and confer regarding adequate coverage for the period of time that the malfunction or interruption occurs.
5. Personnel. All persons employed in the performance of Ripon’s and Escalon’s obligations under this Agreement shall be employees of Ripon. No person employed by Ripon shall have any rights to pension, civil service, or other status or right from Escalon by virtue of this Agreement. 4 6. California Law Enforcement Telecommunications System (“CLETS”) Training and Testing. Ripon shall be responsible for the training and testing of all sworn/non-sworn personnel employed by Ripon in adhering to all CLETS rules, regulations, policies, practices and procedures.
Escalon shall be responsible for the training and testing of all sworn/non-sworn personnel employed by Escalon in adhering to all CLETS rules, regulations, policies, practices and procedures.
7. Performance and Related Matters.
a. Ripon shall retain exclusive authority over the activities of Ripon personnel performing Police Dispatch Services pursuant to this Agreement. Subject to the terms of this Agreement, the planning, organization, scheduling, direction, supervision, standards of performance and discipline of Ripon personnel and all other related matters incident to delivery of Police Dispatch Services shall be determined by Ripon.
b. Ripon shall give prompt consideration to all requests of Escalon regarding the delivery of Police Dispatch Services pursuant to this Agreement. c. Each Party shall consult the other regarding any planned revisions or upgrades to the Party’s dispatch computer software or hardware. Each Party shall notify the other Party of the installation of all such upgrades or revisions.
8. Indemnification.
a. Indemnification by Escalon.
i. Escalon shall indemnify, defend and hold Ripon, and Ripon’s agents, officers and employees, harmless from and against all claims, damages, losses, causes of action and expenses, including attorneys’ fees, for any personal injury, bodily injury, loss of life or damage to property, violation of any federal, state or municipal law, collective bargaining agreement, ordinance or constitutional provision, or other causes which arise out of, relate to or result from the activities or omissions, negligent or otherwise, under this Agreement of Escalon, and Escalon’s officers, agents and employees.
ii. Escalon shall, upon execution of this Agreement, provide proof to Ripon that Escalon has obtained from the Central San Joaquin Valley Risk Management Authority a Certificate of Additional Covered Party issued to Ripon (“CSJVRMA Certificate”). The CSJVRMA Certificate shall include coverage amounts equal to the coverage amounts in the applicable Risk Management Authority Coverage. Escalon shall keep the CSJVRMA Certificate in effect during the Term of this Agreement, and any extension thereof. Escalon shall obtain the CSJVRMA Certificate and keep the CSJVRMA Certificate in effect at Escalon’s sole cost and expense. If, for any reason, either the CSJVRMA Certificate is not in effect at any time during the Term of this Agreement, and any extension thereof, Ripon shall have the right to terminate this Agreement immediately.
5 iii. For all claims, damages, losses, causes of action and expenses, including attorneys’ fees, covered by this paragraph 8, Escalon shall pay any and all applicable Retained Limit (deductible) amounts under any Risk Management Authority Coverage, including any Retained Limit increases pursuant to Central San Joaquin Valley Risk Management Authority Resolution Number 18-91 and Escalon shall indemnify and hold Ripon harmless from and against any and all liability not covered by Risk Management Authority Coverage. b. Indemnification by Ripon. Ripon shall indemnify, defend and hold Escalon, and Escalon’s agents, officers and employees, harmless from and against all claims, damages, losses, causes of action and expenses, including attorney’s fees, for any personal injury, bodily injury, loss of life or damage to property, violation of any federal, state or municipal law, ordinance or constitutional provision, or other causes which arise out of, relate to or result from the “intentional conduct” (as defined in exclusion #10 of the Central San Joaquin Valley Risk Management Agency Memorandum of Coverage) under this Agreement of Ripon and Ripon’s officers, agents, and employees.
c. No Agency. At all times during this Agreement, Ripon shall be an independent contractor, and not an employee, partner, agent, or principal of Escalon. At all times during this Agreement, Escalon shall be an independent contractor, and not an employee, partner, agent, or principal of Ripon.
d. Notification. Each Party shall give the other prompt notification when it first learns of an incident or occurrence covered, or likely to be covered, under the terms of this paragraph 8, as well as prompt notification if a claim is made or suit is brought against a Party based on an incident or occurrence covered, or likely to be covered, by the terms hereof. e. Related Agreements. Except as provided in such other agreements, these indemnification provisions shall apply to and shall be deemed to be a part of all law enforcement agreements now existing or hereafter entered into, including amendments, renewals, or other extensions thereof, wherein Escalon and Ripon have contracted under circumstances wherein the liability of Escalon and Ripon is joint and several under section 895.2 of the California Government Code. Except as provided in such other agreements, the provisions of this indemnification paragraph shall supersede and control over any other provisions inconsistent therewith in any such contract, heretofore and hereafter entered into by and between the Parties hereto.
f. Continuing Obligation. To the extent that Ripon has agreed to indemnify, defend and hold harmless Escalon, its officers, agents and employees under this Agreement, said obligations shall continue to exist during this Agreement and subsequent to this Agreement for those acts or omissions giving rise to liability which occurred during this Agreement. To the extent that Escalon has agreed to indemnify, defend and hold harmless Ripon, its officers, agents and employees under this Agreement, said obligations shall continue to exist during this Agreement and subsequent to this Agreement for those acts or omissions giving rise to liability which occurred during this Agreement.
6 g. Insurance. Either Party may purchase commercial insurance to cover their exposure hereunder, in whole or in part.
9. General Provisions.
a. Good Faith. Wherever in this Agreement a Party has the right to approve an act of another Party, the former shall exercise such discretion reasonably and in good faith. Similarly, where a Party is required to satisfy a condition or complete an act in a certain fashion or within a specified time period, that Party shall pursue such objectives in good faith and make all reasonable efforts to accomplish the same; the other Party shall likewise in good faith cooperate and assist the other Party in accomplishing this task to cause the consummation of the Agreement as intended herein.
b. Other Instruments. The Parties hereto shall, whenever and as often as reasonably requested to do so by the other Party, execute, acknowledge and deliver or cause to be executed, acknowledged and delivered any and all documents and instruments as may be necessary, expedient or proper in the reasonable opinion of the requesting Party to carry out the intent and purposes of this Agreement, provided that the requesting Party shall bear the cost and expense of such further instruments or documents (except that each Party shall bear its own attorneys’ fees). c. Construction. The provisions of this Agreement should be liberally construed to effectuate its purposes. The language of all parts of this Agreement shall be construed simply according to its plain meaning and shall not be construed for or against either Party. Each Party acknowledges that they have had the opportunity to have their legal counsel review this Agreement.
d. Captions, Headings and Exhibits. The captions, headings and index of this Agreement are for convenience only and have no force and effect in the interpretation or construction of this Agreement. All exhibits attached hereto are by this reference incorporated herein as though fully set forth in this Agreement.
e. Severability. If any term, provision, covenant or condition of this Agreement shall be or become illegal, null or void or against public policy, or shall be held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected, impaired or invalidated thereby. The term, provision, covenant or condition that is so invalidated, voided or held to be unenforceable shall be modified or changed by the Parties to the extent-possible to carry out the intentions and directives set forth in this Agreement. f. Assignment. Neither Party shall have the right to assign its rights or delegate any of its obligations or duties hereunder without the express written consent of the other Party, which consent shall not be unreasonably withheld.
g. Successors and Assigns. Except as restricted herein, this Agreement shall be binding on and shall inure to the benefit of the Parties and their respective legal representatives, successors and assigns.
7 h. Waiver. The waiver of any breach of any provision hereunder by any Party to this Agreement shall not be deemed to be a waiver or any preceding or subsequent breach hereunder, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver.
i. Governing Law. This Agreement shall be governed by the laws of the State of California. Venue for all purposes shall be proper only in the County of San Joaquin, State of California.
j. Notices. All notices, approvals, acceptances, demands and other communications required or permitted hereunder, to be effective shall be in writing and shall be delivered either in person or by mailing the same by United States mail (postage prepaid, registered or certified, return receipt requested) to the Party to whom the notice is directed at the address of such Party as follows:
To Ripon: Chief of Police
City of Ripon
259 North Wilma Avenue
Ripon, California 95366
With copy to: City Administrator
City of Ripon
259 North Wilma Avenue
Ripon, California 95366
With copy to: City Attorney
Thomas H. Terpstra
Terpstra Henderson Hatfield, A Professional Corporation 578 North Wilma Avenue, Suite A
Ripon, California 95366
To Escalon: Chief of Police
City of Escalon
2040 McHenry Avenue
Escalon, CA. 95320
With copy to: City Manager
City of Escalon
2060 McHenry Avenue
Escalon, CA. 95320
With copy to: City Attorney
Best, Best, and Krieger 500
Capitol Mall, Suite 1700
Sacramento, CA 95814
8 Any written communication given by mail shall be deemed delivered two (2) business days after such mailing date. Either Party may change its address by giving the other Party written notice of its new address as herein provided.
k. Attorneys’ Fees. If any action at law or equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing Party shall be entitled to recover actual attorneys’ fees incurred in bringing such action and/or enforcing any judgment granted therein, all of which shall be deemed to have accrued upon the commencement of the action and shall be paid whether or not such action is prosecuted to judgment. The attorneys’ fees to be awarded the prevailing Party may be determined by the court in the same action or in a separate action brought for that purpose. The attorneys’ fees award shall not be computed in accordance with any court schedule but shall be made as to fully reimburse for all attorneys’ fees, paralegal fees, costs and expenses actually incurred in good faith, regardless of the size of the judgment, it being the intention of the Parties to fully compensate for all attorneys’ fees, paralegal fees, costs and expenses paid or incurred in good faith. l. Authorization. All officers and individuals executing this and other documents on behalf of the respective Parties do hereby certify and warrant that they have the capacity and have been duly authorized to so execute the documents on behalf of the entity so indicated. Each signatory shall also indemnify the other Parties to this Agreement and hold them harmless, from any and all damages, costs, attorneys’ fees, and other expenses, if the signatory is not so authorized. m. No Third-Party Rights. Nothing in this Agreement, whether express or implied, is intended to confer any rights at remedies under or by reason of this Agreement on any persons other than the Parties hereto and their respective successors and assigns, nor is anything in this Agreement intended to relieve or discharge the obligations or liability of any third persons to any Party to this Agreement, nor shall any provision give any third persons any right or subrogation or action over or against any Party to this Agreement.
n. Remedies. Each Party hereto acknowledges that a remedy at law for any breach or attempted breach of this Agreement may be inadequate, agrees that in addition to any remedy provided at law, each Party hereto shall be entitled to specific performance and injunctive and other equitable relief in case of any such breach or attempted breach, and further agrees to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement at Ripon, California on the date first above written.
[Signatures on the next page]
9 “Ripon”
CITY OF RIPON,
a municipal corporation
By: ______________________________
DEAN UECKER, Mayor
ATTEST: APPROVED AS TO FORM:
By: ______________________________ By: ______________________________ LISA ROOS THOMAS H. TERPSTRA
City Clerk City Attorney
“Escalon”
CITY OF ESCALON,
a municipal corporation
By: ______________________________
EDWARD B. ALVES, Mayor
ATTEST: APPROVED AS TO FORM:
By: _______________________ By: ________________________________ COURTNEY MOGG MARK VELASQUEZ, City Attorney
Deputy City Clerk
10 EXHIBIT “A”
Police Dispatch Services
Dispatching functions:
1. Receive complaints and requests for assistance and information from citizens by telephone, including 911 calls.
2. Maintain two-way radio communications with units on routine or emergency situations and general activities.
3. Maintain and type various logs.
4. Maintain computerized records of incidents.
5. Enter all CLETS entries for staff, including but not limited to: Missing Persons, Stored Vehicles, Stolen Vehicles, Firearm Entries, etc. outside of normal business hours or when Escalon assigned staff is not available. Escalon Police Department will be responsible for second party CLETS entry checks to verify accuracy of the MUPS/10851 entries as required by DOJ. Any modifications needed thereafter are to be done by Escalon Police Department.
6. Sending out of BOLO’s that meet the following criteria: crimes in progress, time sensitive, and urgent in nature.
7. Run Criminal History checks at the request of Escalon, however Ripon Dispatch will not be responsible for interpretation of the information contained in the Criminal History. The Criminal Histories can be sent to officer’s Mobile Computer.
8. Respond to Out of State Hit Confirmations utilizing the same criteria as the Ripon Police Department policies. Any follow up needed in regard to possible extradition would be handled by Escalon Police Department.
9. Handle In-State warrant confirmations including cite/release information in accordance to the guidelines provided by the Escalon Police Department.