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FD Dispatch Services; First Amendment (missing COM signature)FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT This First Amendment ("First Amendment") to Agreement, dated as of / 2 2 20v2- , is by and between the COUNTY OF MARIN (Tax I.D. Number 94-6000519f, a political subdivision of the State of California (hereinafter referred to as "COUNTY") acting by and through its Sheriff's Office and the CITY OF SAN RAFAEL for its Fire Department (hereinafter referred to as "AGENCY"). RECITALS WHEREAS, COUNTY and AGENCY entered into that certain Agreement, dated February 28, 2012 for COUNTY to provide normal and customary services related to the performance of public safety communications dispatching services, including, but not limited to emergency and routine calls for service, telephone answering services, radio communications, and computer data entry related to said services ("Agreement"); and WHEREAS the COUNTY is required by policy to recover costs for providing services to other local government agencies; and WHEREAS, in the judgment of the COUNTY and AGENCY, it is necessary and desirable to amend the Agreement to extend the term to June 30, 2022, and for additional compensation for these services. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Section IV. A. of Exhibit A of the Agreement concerning Other General Provisions is hereby deleted and replaced with the following language: A. This agreement shall commence on the date of initial contract execution, the term of which shall continue through June 30, 2022. No later than November 1, 2021, representatives of COUNTY and AGENCY shall meet to decide whether to renew this, or a modified agreement to allow this agreement to terminate on June 30, 2022. Should COUNTY and AGENCY agree to renew or modify this agreement, the term of the new contract shall commence July 1, 2022, and end June 30, 2023. Thereafter, the agreement will automatically renew for a one (1) year period each and every year, unless terminated by COUNTY or AGENCY, as described below. COUNTY, AGENCY, and all other CONSORTIUM agencies shall have the right to terminate this agreement, by giving written notice of that intent to the other parties in the manner stated in Section IV(I) no later than December 30 of each calendar year. Once the required notice of intent to terminate has been provided to all parties, the agreement, along with all rights and obligations attached thereto, shall terminate effective June 30 the following calendar year. However, the parties' obligations to indemnify pursuant to this Agreement, as specified in Section J, below, shall survive the termination of this Agreement. Page 1 of 6 Notification by AGENCY or by any other CONSORTIUM agency of its intent to terminate this agreement shall result in a re -negotiation of the cost sharing formulas established by COUNTY and agreed to by AGENCY within thirty (30) calendar days of the written notice of intent to terminate being provided to all of the parties. The revised cost sharing formula will account for the loss of revenue heretofore collected by COUNTY from the terminating agencies and shall spread that cost between the remaining agencies on a prorated basis. The total amount of revenue collected shall continue to equal the full cost to COUNTY for providing the number of full time equivalent (FTE) employees and any additional administrative fees agreed to in this contract. At the conclusion of that re -negotiation, the remaining CONSORTIUM agencies may elect to renew the agreement, subject to the terms described above, or terminate the agreement, termination of which shall occur on the same date as the termination of the agency giving notice of intent to terminate in accordance with the immediately preceding paragraph. On the date of termination, the COUNTY shall immediately cease rendering the services required by this Agreement, and the following shall apply: 1. AGENCY shall pay COUNTY at the termination of the Agreement any and all bills outstanding for the services rendered by COUNTY to the date of termination pursuant to this Agreement. COUNTY shall furnish to AGENCIES such financial information as, in the judgment of the AGENCY, is necessary to determine the amount due for the services rendered by COUNTY. The foregoing is cumulative and does not affect any right or remedy which AGENCY or COUNTY may have in law or equity. 2. COUNTY may terminate its services under this Agreement upon one hundred and eighty (180) calendar days written notice to the AGENCY, without liability for damages, if COUNTY is not compensated according to the provisions of the Agreement or upon any other material breach of the Agreement by AGENCY, provided that COUNTY has first provided AGENCY with a written notice of any alleged breach, specifying the nature of the alleged breach and providing not less than twenty (20) working days within which time AGENCY may cure the alleged breach. 3. AGENCY may terminate its services under this Agreement upon one hundred and eighty (180) calendar days advance written notice to COUNTY, upon any material breach of the Agreement by COUNTY, provided that AGENCY has first provided COUNTY with a written notice of any alleged breach, specifying the nature of the alleged breach and providing not less than twenty (20) working days within which time the COUNTY may cure the alleged breach. 2. Section IV. 1. of Exhibit A of the Agreement concerning Other General Provisions is hereby deleted and replaced with the following language: 1. All notices and demands of any kind which either party may require or desire to serve on the other in connection with this Agreement must be served in writing either by personal service or by registered or certified mail, return receipt requested, and shall be deposited in the United States Mail with postage thereon fully prepaid, and addressed to the party to be served as follows: Page 2 of 6 If to COUNTY: Board of Supervisors, County of Marin Civic Center, Room 315 3501 Civic Center Drive San Rafael, CA 94903 and to: Sheriff, County of Marin 1600 Los Gamos Dr., Ste 200 San Rafael, CA 94903 If to AGENCY: Darin White, Fire Chief San Rafael Fire Department 1375 Fifth Avenue San Rafael, CA 94901 and to: Jim Schutz, City Manager City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 Each party shall provide the other with telephone and written notice of any change of address as soon as practicable. Notices given by personal delivery shall be effective immediately. 3. Section IV. K. of Exhibit A of the Agreement concerning Other General Provisions is hereby deleted and replaced with the following language: K. RESPONSIBLE PARTIES A. County of Marin Name Rank Function Oflic Fax Email Robert T. Doyle Sheriff Department head 499-7250 507-4126 S_doyle@marinsheriff.org Jamie Scardina Undersheriff Assistant dept. head 499-7249 507-4126 J seardinagmarinsheriff.org Scott Harrington Captain Bureau Commander 499-7469 507-4126 S hanington@marinsheriff.org Heather Costello Communications Manager Division Manager 473-2304 499-3636 H_costello@marinsheriff.org B. San Rafael Fire Department Name Rank Function Telephone Fax Email Darin White Fire Chief Department head 485-3308 453-1627 Darin.white@cityofsanrafael.org Page 3 of 6 4. Section B of Exhibit B of the Agreement concerning Determination of Cost of Services is hereby deleted and replaced with the following language: B. Determination of Cost of Services. I. COUNTY provides several types of services to local government agencies, including emergency telephone answering and dispatching services, as well as providing local agencies with access to the CAD system for use by those agencies personnel. 2. COUNTY owns, operates and maintains a Computer Aided Dispatch (CAD) system for use by agencies directly dispatched by MARIN COMM as well as for use by other agencies that operate their own dispatch center. Using data from the CAD information system (MIS), COUNTY will determine the amount of activity handled by MARIN COMM for AGENCY within their jurisdiction for a twenty- four (24) month period. This information is displayed in Appendix A, Section 2, in the columns labeled "24M CAD Activity". This activity is exclusive of any response to mutual aid request occurring outside AGENCY's jurisdictional boundary. 3. COUNTY utilizes formulas based on CAD activity to determine the allocation of costs for services rendered to AGENCY and others by MARIN COMM. The costs of these services will be incorporated into the annual charge to AGENCY by COUNTY for services described in Exhibit A. Appendix A of this Exhibit (B) contains the fiscal year 2020-2021 formulas and costs for AGENCY and others contracting for dispatching and/or CAD services. 4. The CAD activity data displayed in Appendix A, Section 2 in the column labeled "24M CAD Activity" of this EXHIBIT B will be refreshed each January and will include an accounting of all the CAD activity, as described in Section B, Paragraph 3, of this Exhibit B, for the two full calendar years preceding that calculation. 5. AGENCY will pay COUNTY for AGENCY'S percentage of the cost of the CAD Service Maintenance Agreement, plus a five (5) percent administrative fee as determined by the overall activity on the CAD system. Appendix A, Section 2, Column A displays the percentage of use of the CAD system for all entities operating from the CAD system. 6. In addition to the CAD Service Maintenance Agreement, entities contracting for fire dispatch service will pay COUNTY for the full salary and benefit cost of twelve (12) full-time Communications Dispatcher II employees, fifty percent cost for one (1) Technology Support Specialist III, and one (1) full-time Assistant Communications Manager plus a five percent (5%) administrative fee. Agency will pay COUNTY for the twelve (12) Communications Dispatchers' contractually mandated holidays to be paid at one and a half times the dispatchers' base rate of pay in accordance to the dispatchers' Marin Association of Public Employees (MAPE) memorandum of understanding (MOU). a) Appendix A, Section 1 displays the personnel costs for FY 2020-2021 Page 4 of 6 b) Appendix A, Section 2, Column C displays the overall CAD activity for fire departments and districts, law dispatch agencies, and identifies each AGENCY's respective percentage of use of the full time employees mentioned in this section, and each AGENCY's share of that cost. C) For the city of Mill Valley, the total costs for services for the fire department and the police department are incorporated into their annual cost for dispatch service. d) For the city of Sausalito, the fire department costs are included into the separate agreement between COUNTY and the Southern Marin Fire Protection AGENCY for the term of their contract to provide fire and EMS service to the city of Sausalito. 7. CAD Enhancements. a) COUNTY will coordinate improvements and enhancements to the CAD periodically. b) If AGENCY or others benefit from the improvement or enhancement, they will share in the cost of these changes with other agencies that benefit by the change. For example, an enhancement that only benefits one agency will be paid for by that agency, but if the enhancement benefits all agencies, all will pay their share, based on the formula in Appendix A, Section 2, Column A. C) Depending on how agencies are benefited by an enhancement or change in the CAD, COUNTY may develop a special formula to pay for that particular change, such as fire departments only, or grouping of police departments. d) In no circumstance will COUNTY allow improvements or enhancements to the CAD that will be paid for by AGENCY or others without the express written consent of AGENCY'S authorized representative. 5. Appendix A of Exhibit B of the Agreement concerning Agencies Served and Cost for Services is hereby deleted and replaced with the following language: APPENDIX A AGENCIES SERVED AND COST FOR SERVICES SECTION 1— PERSONNEL Communications Dispatcher II (12 positions; full salary and benefits as of FY 2021-2022 ) Assistant Communications Manager (1 position; full salary and benefits as of FY 2021-2022) 2,220,530 111,026 2,331,556 Technology Services Specialist III (1 position; full salary and benefits as FY 2021-22) SECTION 2 —AGENCY COSTS (Excel spreadsheet Marin CAD Activity 24M -v2.1) Page 5 of 6 6. Except as expressly modified by this First Amendment, all of the terms and conditions of the Agreement are and remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day here first above written. LUX Title: "COUNTY" "AGENCY" COUNTY OF MARIN CITY OF SAN RAFAEL RPM WA Title: JIM'SeKUTZ, City M er By signing above, signatory warrants and represents that he/she executed this First Amendment in his/her authorized capacity and that by his/her signature on this First Amendment, he/she or the entity upon behalf of which he/she acted, executed this First Amendment. APPROVED AS TO FORM: 'L,r, Robert F. Epstein, City A mey Page 6 of 6 DRAFT FY 20M CAD Maintenance B Dispatch Services Cost 24 Months CAD Southern Marin Police 5.6 HE Central Mann Police 6 FTE Fire Dispatch Service o 21 Contract Total Per Agency 24M CAD Activity Pclg Cost 24M CAD ActMty Pctg Cost 24M CAD Activity Pctg Cast 24M CAD Activity Pctg Cost Cost CAD/Dispatch 5% ADM FEE ANNUAL Total C� Ouanerly inupce Consortium Agencies 386" , S 214,!88 : / S 76011 8,886 1 51.717 S 7,1 S 3,6,4,767 $ R0. $4 Belvedere PO 12,527 3.24% $ 8.904 12,527 12.52% S 103.310 0.00% S 112,214 f 5,611 $ 117 $ 29,456.26 Central Mann 89,462 23.13% S 63.606 $ 89,482 100.00% S 750 213 S 613,819 S 40,691 S 864,61 $213,62744 Mann SO 126,081 32.59% $ 89,621 S 0.00% f 09.621 S 4,481 a 94,1 $ 23,525-56 MITI Valley PO 40,297 10.42% $ 28.644 40.297 4027% $ 332,328 0.00% $ 360,972 $ 18,049 S 818,011 $ 94,755.26 Sausalito PO 27,164 702% $ 19,302 27154 27.14% $ 223.936 0.00% S 243240 f 12162 i 26MM $ 63,850.52 Tiburon PO 20,087 5.19% $ 14,276 20 067 2007% $ 165 657 0.00% $ 179 935 S 8,997 S 11118,WA 5 47,233.02 Central Mann FD 6,944 179% S 4-936 0 $ 0.00% 6,944 10.70% S 183,777 $ 188,713 $ 9436 a 198, $ 49,537.25 Nentleln FD 2,312 0.60% S 1.643 0 $ 0.00% 2,312 3.56% S 61,1 $ 62,832 $ 3,142 $ 16,493.39 Mann County FD' 6,346 164% S 4.511 0 $ 000% 0 0.66% S $ 4,511 S 226 1,194 111 Mill Valor FD 4.346 1.12% $ 3,089 0 S 0.00% 4,346 6.70% S 115,020 $ 118,109 S 5,905$ 31,003 59 Novato FO 14.624 33M4111 10.395 0 S 000% 14,624 22.54% $ 387,034 $ 397,429 S 19,871 $$104,325.00 Ross Valley FD 5.994 1.55% S 4,261 0 S 0.00% 5,994 9.24% S 156,635 $ 162,1196 S 8145 42,760-12 San Ratae'�Fir 19.891 5.14% $ 14,139 0 $ 0.00% 19,891 30.66% S 526,428 $ 540,567 S 27,028$141,898.84 Southern Mann FD 7,930 205% S 5,637 0 S 0.00% 7,930 12.22% $ 209,873 f 215,509 f 10,775 56,571.20 Tiburon FD 2,844 0.74% S 2.022 0 $ 0.00% 2,844 4.38% f 75,268 S 77,290 S 3,864$ 20,286Point Reyes NPS 0.00% $ 0 $ 0.0096 S 7,100 f 7,100 S 355$ 1,863 75 6. Except as expressly modified by this First Amendment, all of the terms and conditions of the Agreement are and remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day here first above written. LUX Title: "COUNTY" "AGENCY" COUNTY OF MARIN CITY OF SAN RAFAEL RPM WA Title: JIM'SeKUTZ, City M er By signing above, signatory warrants and represents that he/she executed this First Amendment in his/her authorized capacity and that by his/her signature on this First Amendment, he/she or the entity upon behalf of which he/she acted, executed this First Amendment. APPROVED AS TO FORM: 'L,r, Robert F. Epstein, City A mey Page 6 of 6 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Fire Project Manager: Darin White Extension: 3084 Contractor Name: Marin County Sheriff's Office Contractor's Contact: Scott Harrington Contact's Email: S—Harrington@marinsheriff.org ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION DEPARTMENT Project Manager a. Email PINS Introductory Notice to Contractor REVIEWER Check/Initial COMPLETED DATE 1 Click here to ❑ enter a date. b. Email contract (in Word) and attachments to City 4/5/2021 Attorney c/o Laraine.Gittens@cityofsanrafael.org City Attorney a. Review, revise, and comment on draft agreement ❑ 2 4/9/2021 and return to Project Manager Click here to ❑ b. Confirm insurance requirements, create Job on enter a date. PINS, send PINS insurance notice to contractor Department Director Approval of final agreement form to send to ❑ 3 4/12/2021 ❑ contractor Project Manager Forward three (3) originals of final agreement to ❑ 4 N/A — city contractor for their signature Project Manager When necessary, contractor -signed agreement signs first 5 ❑ N/A agendized for City Council approval * *City Council approval required for Professional Services ❑ Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 4/19/2021 Date of City Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City 5/3/2021 Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed s/�/�Zl Q �J agreement City Attorney Review and approve insurance in PINS, and bonds 8 S� �u (for Public Works Contracts) City Manager/ Mayor Agreement executed by City Council authorized ) _ 9 official L 10 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager ��