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Home My WebLink AboutContract 1778SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN CITY OF CATHEDRAL CITY AND CITY OF DESERT HOT SPRINGS FOR PUBLIC SAFETY DISPATCHING SERVICES This SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT ("Second Amendment") is made and entered into this day of -}(,k 4,l , 2018 by and between the City of Cathedral City, a Municipal corporation ("Cathedrid City") and City of Desert Hot Springs, a Municipal corporation ("Desert Hot Springs") as follows: RECITALS A. Cathedral City and Desert Hot Springs entered in an agreement for Dispatching Services on January 1, 2015 ("Original Agreement"). The Original Agreement provided that Cathedral City Police Department would provide dispatching services for the Desert Hot Springs Police Department. B. Section 2 [Term] of the Original Agreement provided that its term would remain in effect until July 1, 2018, whereby it terminated unless extended in writing by the parties. C. Section 4 [Compensation] of the Original Agreement provided that the Reoccurring Costs were $1,224,723 annually. D. Section 5 [Method of Payment] of the Original Agreement provided that Cathedral City would submit quarterly billings to Desert Hot Springs and that Desert Hot Springs would pay Cathedral City no later than 30 days after receipt of the quarterly invoice. E. Section 7 [Termination} of the Original Agreement provided that the Agreement may be terminated on one (1) year's notice by either party. However, in no event will this Agreement continue, and Cathedral City will not be required to provide any services under this Agreement after 5 pm of the Cessation Date. F Section 17 [Notices] of the Original Agreement listed George Crum as the Chief of Police for Cathedral City. G. The Original Agreement expired on July 1, 2018. On July 3, 2018, Cathedral City and Desert Hot Springs entered into a First Amendment to the Original Agreement that revived the Original Agreement and amended Sections 2, 4, and 5. H. Specifically, the First Amendment amended Section 2 to provide that the Agreement would be extended to September 1, 2018. The First Amendment amended Section 4 to provide that the Reoccurring Costs were $1,269,119.00 annually, billed monthly at $105,759.92. The First Amendment amended section 5 so that Cathedral City would submit monthly billings to Desert Hot Springs and that Desert Hot Springs will pay Cathedral City no later than 30 days after receipt of the monthly invoice. This Second Amendment amends Section 2 [Term] to extend the term of the Original Agreement to September 1, 2022. RIV #4816-2732-1199 v1 1 J. This Second Amendment amends Section 4 [Compensation] of the Original Agreement to provide for an initial cost of One Million Two Hundred Sixty Nine Thousand One Hundred Nineteen Dollars ($1,269,119) for year 2018/2019 with annual increases of three and six hundred twenty five thousandths percent (3.625%) per year for years 2019/2020, 2020/2021, and 2021/2022 (Reoccurring Costs). K. This Second Amendment amends Section 7 [Termination] of the Original Agreement to provide that the Agreement may be terminated on one hundred twenty (120) days' notice by either party. L. This Second Amendment amends Section 17 [Notices] of the Original Agreement to list Travis Walker as the Cathedral City Chief of Police. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the promises made and recited herein, the parties do hereby enter into this Second Amendment which modifies and amends the Original Agreement as follows: 1. AMENDMENT. The Original Agreement is hereby modified and amended as follows: 1.1 Section 2 [Term]. Section 2 of the Original Agreement is hereby amended as follows: "This Agreement shall become effective upon the Effective date, and shall last for a period of forty-eight (48) months, expiring on September 1, 2022, unless said Agreement is otherwise extended in writing by both Parties or otherwise terminated by either Party pursuant to this Agreement prior to said expiration date or unless a Regional Dispatching system commences dispatch operations under the Eastern Riverside County Interoperable Communications Authority ("ERICA") and Cathedral City ceases operating dispatch services from its own dispatch center. The date of such cessation shall hereinafter be referred to as the "Cessation Date." This Agreement shall automatically terminate without notice at 5 pm on the Cessation Date, and Cathedral City shall not be required to perform any further dispatching services under this Agreement." 1.2. Section 4 [Compensation]. Section 4 of the Original Agreement is hereby amended as follows: a. Reoccurring Costs: "Desert Hot Springs agrees to pay Cathedral City for and in consideration of the performance of the dispatching services and duties set forth in this Agreement, and Cathedral City agrees to accept from Desert Hot Springs, compensation for the performance of said services and duties, at an initial rate of One Million Two Hundred Sixty Nine Thousand One Hundred Nineteen Dollars ($1,269,119) per year. This rate shall increase by three and six hundred twenty five thousandths percent (3.625%) on September 1, 2019, to One Million Three Hundred Fifteen Thousand One Hundred Fifteen Dollars ($1,315,125). This rate shall increase by three and six hundred twenty five thousandths percent (3.625%) on September 1, 2020, to One Million Three Hundred Sixty Two Thousand Seven Hundred Ninety Eight Dollars (1,362,798). This rate shall RIV #4816-2732-1199 v1 2 increase by three and six hundred twenty five thousandths percent (3.625%) on September 1, 2021 to One Million Four Hundred Twelve Thousand One Hundred Ninety Nine Dollars ($1,412,199). The annual amounts set forth in this provision shall be referred to herein as the "Reoccurring Costs." Desert Hot Springs agrees to pay to Cathedral City the Reoccurring Costs, regardless of how many actual employees Cathedral City has during a specific year." b. Fully Burdened Rate: "The Parties acknowledge that the fully burdened rate incurred by Cathedral City to provide dispatch services to Desert Hot Springs for 2018/2019 is One Million Two Hundred Sixty Nine Thousand One Hundred Nineteen Dollars ($1,269,119), for 2019/2020 is One Million Three Hundred Fifteen Thousand One Hundred Fifteen Dollars ($1,315,125), for 2020/2021 is One Million Three Hundred Sixty Two Thousand Seven Hundred Ninety Eight Dollars (1,362,798), and for 2021/2022 to One Million Four Hundred Twelve Thousand One Hundred Ninety Nine Dollars ($1,412,199) (the "Fully Burdened Rate")." 1.3. Section 7 [Termination]. Section 7b of the Original Agreement is hereby amended as follows: b. Termination by Either Party: This Agreement may be terminated on one hundred twenty (120) days' written notice by either party. However in no event will this Agreement continue, and Cathedral City will not be required to provide any services under this Agreement after 5 pm of the Cessation Date. 1.4. Section 17 [Notices]. Section 17 of the Agreement is hereby amended as follows: a. Any notice to be provided pursuant to this Agreement shall be in writing, and all such notices shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, and addressed to the parties as follows: To Cathedral City: With a Copy to: RIV #4816-2732-1199 v1 3 Charles P. McClendon City Manager Cathedral City of Cathedral City 68-700 Avenida Lalo Guerrero Cathedral City, CA 92234 Telephone No: (760) 770-0391 Facsimile No: (760) 770-0399 Chief of Police Travis Walker Cathedral City Police Department 68-700 Avenida Lalo Guerrero Cathedral City, CA 92234 To Desert Hot Springs: With a Copy to: 2. GENERAL PROVISIONS. City Manager City of Desert Hot Springs 68950 Pierson Blvd Desert Hot Springs, CA 92240 Telephone No: (760)-329-2904 ext. 101 Facsimile No: (760) 288-3129 Chief of Police Desert Hot Springs Police Department 68950 Pierson Blvd Desert Hot Springs, CA 92240 2.1 Remainder Unchanged. Except as specifically modified and amended in this Second Amendment, the Original Agreement remains in full force and effect and binding upon the parties. 2.2 Integration. This Second Amendment consists of pages 1 through 5 inclusive, which constitute the entire understanding and agreement of the parties and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the transaction discussed in this Second Amendment. 2.3 Effective Date. This Second Amendment shall not become effective until the date it has been formally approved by the City Council and executed by the appropriate authorities of Cathedral City and Desert Hot Springs. 2.4 Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Second Amendment. 2.5 References. All references to the Original Agreement include all their respective terms and provisions. All defined terms utilized in this Second Amendment have the same meaning as provided in the Original Agreement. [THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK] RIV #4816-2732-1199 v1 4 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above. CITY OF CATHEDRAL CITY: CITY OF DESERT HOT SPRINGS: Bv• Mayor APPROVED AS TO FORM: By: Mayor ATTEST: By ty Clerk APPROVED AS TO FORM: By: Ca" By: City Attorney RIV #4816-2732-1199 v1 5 itk,Attorney