AGREEMENT BETWEEN
THE CITY OF ALAMEDA
AND
THE ALAMEDA COUNTY FIRE DEPARTMENT
REGARDING THE
REGIONAL EMERGENCY COMMUNICATIONS CENTER
AND
FIRE DISPATCH SERVICES
Final – July 2022
AGREEMENT BETWEEN THE CITY OF ALAMEDA AND
THE ALAMEDA COUNTY FIRE DEPARTMENT REGARDING
THE REGIONAL EMERGENCY COMMUNICATIONS
CENTER AND FIRE DISPATCH SERVICES
THIS AGREEMENT is made and entered into by and between the Alameda County Fire District, a dependent fire district formed under the Fire Protection District Law of 1961 (Health and Safety Code Sections 13801 et seq.) and governed by its Board of Directors, hereinafter referred to as ALAMEDA COUNTY FIRE DEPARTMENT ("ACFD") and the CITY OF ALAMEDA ("City"), a municipal corporation, "Parties" collectively, regarding the Alameda County Regional Emergency Communications Center (solely administered and managed by ACFD).
In consideration of the mutual promises contained herein, the parties hereto agree as follows:
SECTION 1 -DEFINITIONS AND ACRONYMS
ACFD "ACFD" means the Alameda County Fire District (also known as the Alameda County Fire Department), or any successor organization or successor governmental entity.
Authorized
Representative
"Authorized Representative" means the person authorized by the ACFD or the City to act on behalf of AFCD or City on all issues pertaining to services provided under this Agreement.
Board of Directors "Board of Directors" means the Board of Directors of the Alameda County Fire Department and governing body of the ACFD.
ACRECC "ACRECC" means Alameda County Regional Emergency Communications Center which is solely administered and managed by ACFD.
City "City" means the City of Alameda.
City Council "City Council" means the City Council of the City of Alameda .
City Manager "City Manager" means the City Manager of the City of Alameda .
Designee Designee means the person authorized by the Fire Chief or the City Manager to act on their behalf in connection with this Agreement.
County "County" means the County of Alameda.
Fire Chief "Fire Chief" means the chief executive officer of the ACFD.
Fiscal Year "Fiscal Year" means the annual period commencing on July 1 and ending June 30.
Dispatch Specific
Terminology
Dispatch specific terminology used in this Agreement shall be used in a manner consistent with the definitions published by the National Fire Protection Association (NFPA) as it may exist from time to time. 3 SECTION 2 - TERM
This Agreement is for the provision of emergency fire and medical dispatch services for a five- year period, commencing, July 1, 2022, and continuing through June 30, 2027, unless earlier terminated in accordance with the provisions of Section 10 of this Agreement. The Agreement may be e xtended for an additional five (5) year period, upon mutual written agreement between CITY and ACFD.
SECTION 3 - SCOPE OF SERVICES
ACFD utilizing the ACRECC shall provide to City and be fully responsible for the following services.
3.1 Dispatch General Service Criteria and Guidelines
3.1.1 ACFD utilizing the ACRECC shall provide all dispatch services identified below to all areas within the incorporated limits of the City and areas outside the City when City is providing mutual aid in areas covered by ACFD.
3.1.2 ACFD shall operate the ACRECC dispatch center in accordance with all applicable laws and National Fire Protection Association® (NFPA) Codes and Standards. ACFD shall also consider nationally recognized standards of best practices established by professional as sociations (e.g.: Association of Public Safety Communications Officials, and National Emergency Number Association), and recommendations of the ACRECC Advisory Board.
3.1.3 ACFD shall maintain continuous accreditation as an Accredited Cen ter of Excellence (ACE ) by the National Academies of Emergency Dispatch (NAED®).
3.1.4 ACFD shall utilize appropriate radio systems for dispatch communications at ACRECC.
3.1.5 ACFD utilizing the ACRECC shall receive and respond twenty-four hours a day, three hundred and sixty -five days per year all 911 calls for fire, res cue, hazardous materials and emergency medical calls, etc. for the CITY.
3.1.6 ACFD utilizing the ACRECC shall monitor and reply to twenty-four hours a day all emergency radio traffic from the City. This includes the recall of off duty personnel, making notifications to Command Staff, calling for mutual aid assistance, notifying utility companies, and notifying other Public Safety Organizations, and other notifications as required in CITY fire department policies and procedures. ARECC staff shall take direction from CITY designated fire Command Staff.
4 3.1.7 ACFD utilizing the ACRECC shall monitor and reply to all non-emergency radio traffic from the CITY twenty -four hours a day. This shall include companies in service for work details and training and companies in and out of service status.
3.1.8 ACFD utilizing the ACRECC will provide a high level of customer service to the City in accordance with the City's customer service philosophies.
3.1.9 ACFD utilizing the ACRECC will provide agreed upon dispatch services in accordance with current CITY fire department policies and procedures on record with ACRECC as amended from time to time.
3.2 Fire Dispatch
During the term of this Agreement:
3.2.1 For fire dispatch, ACFD through ACRE CC will operate and maintain a Computer-Aided Dispatch (CAD) system that is capable of:
3.2.1.1 Tracking the status of all City resources.
3.2.1.2 Entering locations of incidents by street address, intersection, common place name, or latitude/longitude coordinates.
3.2.1.3 Alerting fire stations of new incidents by voice and radio announcement.
3.2.1.4 Entering in pertinent information related to active incidents.
3.2.1.5 Ensuring that all systems and electronic interfaces are maintained and working.
3.2.2 ACFD utilizing the ACRECC will utilize the following radio systems for unit- to- dispatch communications:
3.2.2.1 Alameda County 800 MHz Trunked Radio System
3.2.2.2 Lawrence Livermore Laboratory 400 MHz Trunked Radio System
3.2.2.3 VHF Mutual Aid frequencies
3.2.3. Fire and other non-medical emergencies shall be answered using State dispatch standards (currently within 15 seconds 95% of the time) and dispatched within 60 seconds 90% of the time in accordance with the agreed upon standard of cover and fire department policies and procedures on record with ACRECC.
3.3 Emergency Medical Dispatch
5 ACFD through ACRECC shall provide Emergency Medical Dispatch (EMD ) Service, in accordance with Medical Priority Dispatch System ("MPDS® ") standards, twenty -four hours a day, three hundred and sixty-five days per year.
3.3.1 For EMD dispatch, ACFD shall operate and maintain a Computer-Aided Dispatch (CAD) system capable of:
3.3.1.1 Tracking the status of all fire agency resources.
3.3.1.2 Entering locations of incidents by street address, intersection, c ommon place name, or latitude/longitude coordinates.
3.3.1.3 Alerting fire stations of new incidents by voice and/or radio announcement.
3.3.1.4 Entering pertinent information related to active incidents.
3.3.1.5 Ensuring that all systems and ele ctronic interfaces are maintained and working.
3.3.1.6 Tracking all dropped calls by time elapsed before the call was dropped.
3.3.1.7 Tracking all calls placed on hold, including the amount of time the caller is kept on hold.
3.3.1.8 Tracking calls for which First Responde r Advanced Life Support (FRALS) and/or ambulances are sent to an incorrect location including cause if known and if call results in a late response.
3.3.2 ACFD shall adhere to the following the National Academies of Emergency Dispatch (NAED®) standards:
3.3.2.1 Every 9-1-1 call for medical assistance received by ACRECC will receive the appropriate EMD in accordance with NAED® and MPDS® standards.
3.3.2.2 All dispatchers shall be certified in EMD by the NAED® before he /she completes the initial training program and shall maintain certification for the duration of his/her employment. If a dispatcher certification expires, that dispatcher may not perform the duties of an EMD until the 6 certification has been renewed.
3.3.2.3 Pre-Arrival Instructions (PA Is) shall be given to the caller based on the outcome of the EMD protocol.
3.3.2.4 Patient updates, including updates to MPDS® determinants, shall be given to all County contracted ambulance providers responding to the scene.
3.3.2.5 FRALS units responding via ACRECC dispatch shall receive patient updates on the designated FRALS channel(s). FRALS units not responding via ACRECC dispatch may receive updates on the ACRECC designated channel.
3.3.3 ACFD shall operate and maintain 9 -1-1 telephony equipment in accordance with all State, Federal, and industry standard guidelines.
3.3.3.1 Emergency Medical 9 -1-1 calls shall be answered using State dispatch standards (currently 15 seconds or less 95% of the time). Calls placed on hold and not re -answered within the initial 10 second limit shall not be considered compliant. Exception: Should the workload of the dispatch center require it, the EMD shall apply the “emergency rule” and temporarily suspend the provision of PAIs.
3.3.3.2 Emergency medical 9 -1-l calls shall be processed from the time the location is verified until the recommended units are notified in 60 seconds or less 90% of the time. Exception One: A call requiring the use of translation services. Exception Two: Should the workload of the dispatch center require it, the EMD shall apply the “emergency rule” and temporarily suspend the provision of PAIs.
SECTION 4 – QUALITY IMPROVEMENT
4.1 ACFD shall use ProQA® I AQUA™ software, or other software agreed upon in writing by the Parties, to perform regular Quality Assurance / Quality Improvement review in accordance with NAED® standards.
SECTION 5 – REQUIRED REPORTS AND ANCILLARY SERVICES
5.1 Within 30 calendar days’ time after and upon request by the CITY, ACFD shall submit reports to CITY on the following:
5.1.1 Summary Report – Includes total number of medical calls and Communication 7 Center Protocol Compliance Report.
5.1.2 Calls by Event Type – Includes total number of dispatched calls utilizing the EMD/ProQA system.
5.1.3 Total Calls Dispatched by Responding Agency.
5.1.4 Dispatch Time Analysis.
5.1.5 Dispatch compliance with call-taking and dispatching goals in this Agreement.
5.2 ACFD shall inform the CITY designated fire Command Staff of any and all substantial complaints regarding the provision of services under this agreement by ACFD utilizing ACRECC through submission of an Unusual Occurrence Report to City designated fir e Command Staff within ten (10) business days of receipt of a complaint.
5.3 ACFD shall reasonably accom modate requests for service from the City designated fire Command Staff. Requests for service which are not included within the scope of this Agreement shall be provided by ACRECC subject to mutual agreement by Fire Chief and City Manager or his/her designee.
SECTION 6-FACILITY LOCATION/PERSONNEL REQUIREMENTS
6.1 The ACRECC dispatch center is located within the Lawrence Li vermore Nation al Laboratory and may be relocated as approved by the ACFD after consultation with t he ACRECC Advisory Board.
6.2 ACFD shall ensure all Emergency Medical Dispatchers maintain continuous certification in Advanced Emergency Medical Dispatch by the NAED®.
6.3 ACFD shall ensure all Emergency Medical Dispatchers provide medical dispatch services utilizing the MPDS®.
6.4 ACFD shall provide E mergency Medical Dispatchers training in the use of ProQA ® dispatch software.
6.5 All individuals employed at ACRECC are employees of ACFD. CITY shall not be liable for the payment of any salary, wages, benefits or other compensation to ACFD’s personnel performing services hereunder. AFCD shall be responsible for wages, worker ’s compensation and other benefits.
ACFD will identify the total number of fulltime employees (FTE’s) allocated to ACRECC annually during the budget development process. In the absence of dispatch supervisors, qualified and trained personnel, meeting all requirements of this Agreement, working “out- 8 of-class” (acting) will be used. ACFD shall consult with CITY designated fire Command Staff if it intends to change ACRECC staffing within any given fiscal year.
SECTION 7 – ADMINISTRATION
7.1 Liaison from ACFD to CITY
7.1.1 The Fire Chief and City Manager are authorized representatives of ACFD and City respectively for purposes of administration of this Agreement
The Fire Chief, or designee, and City Manager, or designee, shall meet as needed to discuss issues pertaining to:
7.1.1.1. Budget
7.1.1.2. Operational issues, including changes to service delivery
7.1.1.3. Technical issues related to information technology and system components; and
7.1.2.4 Dispatch operational issues related to field unit reporting and system status management
7.2 Records
7.2.1 ACFD shall provide to CITY all financial and other records reasonably requested by the City Manager or d esignee related to this Agreement and operation of the ACRECC by ACFD. Records shall be in a form sufficient to enable CITY to meet its reporting obligations.
7.2.2 It is understood by CITY and ACFD that the ACFD will continue the current practice of a yearly i ndependent audit of ACFD ’s financial performance. ACFD shall provide such audit reports to the City Manager or designee within thirty (30) business days of completion of the audit.
SECTION 8 – ACRECC ADVISORY BOARD AND OTHER REQUIRED COMMITTEES
8.1 The purpose of the CITY’s participation with the ACRECC Advisory Board shall be to:
8.1.1 Review the ACRECC Strategic Plan, Annual Plan and Budget an d provide advisory comments to ACFD.
8.1.2 Identify opportunities for improvement of services based on best practices.
9 8.1.3 Adhere to the most current version of the Advisory Board Bylaws, as amended by the Advisory Board from time to time, including payment of any amount determined to be the CITY ’s financial responsibility under the cost allocation formula set by the Advisory Board, pursuant to the Bylaws.
8.1.5. Notwithstanding any other provision in this agreement, CITY acknowledges that the ACRECC Advisory Board is not a separate legal entity, and its sole purpose is to advise ACFD in connection with the ACRECC.
8.1.6. The guidelines for the operation of ACRECC are ACF D’s Official Action Guidelines, which may be amended from time to time and shall be provided to City upon request.
8.2 CITY shall be entitled to one representative on the ACRECC Advisory Board.
8.3 ACFD shall utilize quality improvement structures as described in the MPDS®.
8.3.1 Operations Committee:
8.3.3.1 The City Manager or designee shall attend the Operations Committee meeting.
8.3.2 QI team - Internal QI review between EMD manager and EMD-Q's.
8.3.3 Dispatch Review meetings (MDRC)- ACFD shall attend meetings quarterly or as scheduled with compliance and quality managers from other dispatch centers within the County to discuss dispatch policies and other issues as appropriate.
8.3.4 ACFD shall create other committees as appropriate or required.
SECTION 9 - BREACH OF CONTRACT
9.1 Material Breach by ACFD
9.1.1 Acts or omissions that shall constitute a material breach by ACFD include:
9.1.1.1 Failure to maintain continuous NAED® Accreditation. (see 10. 4)
9.1.1.2 Failure to meet contract compliance regarding employee certifications.
9.1.1.3 Failure of ACFD to provide services under this Agreement in substantial compliance with the requirements of the terms and conditions of this Agreement, applicable Federal and State, laws, rules, and regulations . Minor deviations from such requirements shall not constitute a material breach.
9.1.1.4 Falsification of data supplied to CITY during the course of operations, including but not limited to dispatch data, patient report data, response 10 time data, financial data, or falsification of any other data required under the Agreement.
9.1.1.5 Failure to maintain equipment in accordance with the requirements of this Agreement.
9.2 Notice and Cure of Material Breach
9.2.1 CITY shall give ACFD written notice, in accordance with Section 15, setting forth with reasonable specificity the nature of a material breach.
9.2.2 ACFD shall have the right to cure the material breach within ten (10) business days of receipt of notice. Within five (5) business days of receipt of a material breach notice, ACFD shall deliver to CITY, in writing, a plan of action to cure the material breach or its reasons for disputing CITY's claim of a ma terial breach.
9.2.3 If the material breach, by its nature, cannot reasonably be cured within ten (10) business days, ACFD may request additional days to complete the cure of the breach. Such a request by ACFD shall not be unreasonably denied by CITY.
9.3 CITY Remedies
9.3.l CITY shall have the right to terminate this Agreement in addition to any other legal remedy in the event of a material breach that is not cured within ten (10) business days or additional time granted by CITY.
9.3.2 CITY's remedies for any breach are non-cumulative and in addition to any other remedy available to CITY under this Agreement.
9.4 Material Breach by CITY and ACFD Remedies
9.4.1 ACFD shall give CITY written notice, pursuant to Section 15, setting forth with reasonable specificity the nature of a material breach.
9.4.2 Acts or omissions that s hall constitute a material breach by CITY include the failure to make timely payment of undisputed amounts under the terms of this Agreement or uncured violations of any other material provision in this Agreement. Within five (5) business days of receipt of a material breach notice, City shall deliver to ACFD, in writing, a plan of action to cure the material breach or its reasons for disputing ACFD's claim of a material breach.
9.4.3 CITY shall have the right to cure the material breach within ten (10) business days of receipt of notice. If the material breach, by its nature, cannot reasonably be cured within ten (10) business days, CITY may request additional days to complete the cure of the breach. Such a request by CITY shall not be 11 unreasonably denied by ACFD.
9.4.4 ACFD shall have the right to terminate this Agreement in addition to any other legal remedy in the event of a material breach that is not cured within ten (10) business days or additional time granted by ACFD.
9.4.5 ACFD's remedies for any breach are non-cumulative and in addition to any other remedy available to ACFD under this Agreement.
SECTION 10 - ADMINISTRATIVE PROVISIONS
10.1 Continuous Service Delivery
ACFD agrees that there is a public health and safety obligation to assist CITY in every effort to ensure uninterrupted and continuous service delivery in the event of a material breach, even if ACFD disagrees with the alleged determination of material breach.
Accordingly, ACFD will continue to provide services under this Agreement during any dispute resolution process. Additionally, in the event the Agreement terminated for any reason, ACFD shall cooperate with CITY in its transition to a new service provider.
10.2 Dispute Resolution
10.2.1 In the event that either party disputes any provision or interpretation of or performance under this Agreement or contends there has been a material breach of the Agreement, the parties shall meet to attempt to resolve the dispute.
Disputes not resolved at the City Manager and Fire Chief (or his/her designee) level may be escalated by giving written notice to the other party of the need to proceed with mediation. It is the Parties' intention to avoid the cost of litigation and to resolve any issues that may arise amicably if possible.
10.2.2 Within ten (10) business days from the effe ctive date, pursuant to Section 15, of written notice from one party to the other indicating that a dispute is to be mediated, the parties shall mutually select one person who shall mediate the dispute. The parties should select a qualified professional with expertise in the subject matter of the dispute. If the parties are unable to mutually agree upon a mediator within fourteen (14) business days following the notice, the parties shall each designate one person as a mediator within twenty (20) business days following the notice.
10.2.3 These two designated mediators shall mutually select a third mediator (also a qualified professional with expertise in the subject of the dispute) within twenty (20) business days of the notice. The one selected mediator shall mediate the dispute. The mediation shall be completed within thirty (30) business days of the appointment of the mediator. The mediation shall be conducted in accordance with the discretion of the mediator. However, if the mediator is unable to resolve the dispute within thirty (30) business days and the parties do 12 not agree to an extension of time, the mediator shall submit specific and written recommendations for full resolution of the dispute within ten (10) business days thereafter. The parties shall cons ider the written recommendations of the mediator.
10.2.4 The fees and expenses of the one selected mediator shall be divided equally between the Parties. The above deadlines shall be enforced unless extensions are mutually agreed upon or granted to either party by the mediator for good cause shown.
10.3 Termination
10.3.1. This Agreement may be terminated early upon mutual agreement of the parties.
10.3.2 Notwithstanding section 10.4.1, this Agreement may be terminated early upon twelve months advance written notice to the ACFD from the CITY.
10.4 Termination for Cause
If either party fails to cure any material breach, following notice and opportunity to cure, either party, upon written notice to the other, may terminate this Agreement for cause. The termination shall be effective not less than 90 days from the date of the notice or such longer time as determined by the CITY.
10.5 Termination for Non-Allocation of Funds
The terms of this Agreement and the services to be provided and paid for under this Agreement, are contingent upon the appropriation of funds by the governing bodies of the respective parties in each fiscal year. Should sufficient funds not be allocated: (1) the services provided may be modified upon the parties mutual written agreement; or (2) this Agreement may be terminated upon twelve months advance written notice by City to ACFD.
SECTION 11 - COST OF SERVICES
11.1 Operating Budget
11.1.1 For purposes of budgeting for the cost of services to be provided hereunder the Fire Chief shall prepare and submit a budget for the succeeding one or two fiscal years to the City Manager in accordance with the City's budget instructions and required deadlines. The proposed annual budget will generally be presented in a format consistent with Exhibit A ( FY 2022-23 ACRECC Budget) or another format pursuant to direction by the Advisory Board.
11.1.2 Prior to April 1 of each contract year ACFD shall provide City with an estimate of the cost for services in the next contract year. The estimate shall be based on 13 the City's proportion of the total the number of dispatch events in the previous year (July 1 to June 30) multiplied by the ACRECC total operating costs minus the revenue paid to ACRECC from the Alameda County EMS Agency and the ambulance transport provider for services provided on their behalf.
11.1.3 The cost of services is directly based on the total number of calls dispatched by ACRECC and total numbers of calls dispatched for the City annually. City's Annual dispatch cost may be lower or higher depending on the number of calls for service in the previous fiscal year.
11.2 Capital Requirements
11.2.1 The Fire Chief will make capital improvement project recommendations to the ACRECC Advisory board during the annual budget process. The ACRECC annual capital improvement project fund contribution amount will be based on the fixed asset replacement schedule prepared by ACFD. The City Alameda shall pay their portion annual capital improvement project fund contribution in the amount established during the annual budget process.
11.3 Management of Budget
11.4.1 In accordance with the expenditures authorized by the ACRECC budget, the Fire Chief shall be responsible for managing the ACRECC budget to keep dispatch expenditures within the amount budgeted. If during the year, the Fire Chief believes that the approved ACRECCC budget is insufficient in any respect to ensure the provision of service at the service levels required by this Agreement, the Fire Chief shall immediately inform the City Manager/designee in writing specifying the budgetary deficiency.
An annual budget shall be presented by the Fire Chief to the City Manager prior to April 1 and shall be adopted no later than June 1 of each year. At the discretion of the Fire Chief a multi- year budget may be adopted, thereby eliminating the requirements of annual presentation and adoption during the term of such multi-year budget.
The Fire Chief shall be responsible for the strict accountability of all funds and reports of all receipts and disbursements. It will comply with all provisions of law relating to the subject, particularly section 6505 of the California Government Code. All of the funds shall be strictly accounted for.
The Fire Chief or his des ignee shall receive and disburse funds only in accordance with County of Alameda accounting, financial, and procurement procedures and in conformity with applicable law. The Fire Chief or designee shall have the authority to expend funds which have been approved in the budget.
The Fire Chief shall have the authority to levy a cash assessment upon a determination that it is necessary to meet the ACRECC obligations. All cash 14 assessments shall be determined and payable in accordance with the "Payment of Services" section.
Cost Allocation: The basis of the Center's financial responsibility shall be shared and shall be proportionate to the number of dispatch events annually based on the previous fiscal year. For the purposes of calculating dispatch events the period of calculation will be from July 1 to June 30 of the previous fiscal year. The City will provide sufficient funds to cover their proportionate share in advance to reimburse ACFD for costs incurred in performance of the work described in this Agreement, and ACFD will have no obligation to perform in the absence of adequate advance funds. ACFD will initially invoice the City for ninety (90) days in advance on a monthly basis. Payment will be made directly to the ACFD. Upon termination, any funds for dispatch services after the date of termination will be refunded by ACFD to the City.
The total costs allocated to the jurisdictions utilizing the cost per call methodology will be the ACRECC total operating costs minus the revenue paid to ACRECC from the Alameda County EMS Agency and the ambulance transport provider for services provided on their behalf. This assumed revenue will be in accordance with the Alameda County EMS and the a mbulance transport provider established contract for service amounts.
SECTION 12 - COMPENSATION FOR SERVICES
12.1 City Payment
The City shall pay ACFD the actual cost incurred by ACFD for prov iding any and all services to be provided to the City under this Agreement which may be more or less than the amount set forth in the annual estimated cost described in section 11 above.
Actual cost shall be limited to the elements of operating cost described in section 11 above.
12.2 Quarterly Expenditure Report
No later than 45 days following the end of each quarter, and upon request, ACFD shall deliver to the ACRECC Advisory Board a report setting forth the actual costs incurred by ACRECC in the performance of dispatch services during the preceding quarter.
12.3 Method of Billing and Payment
ACFD will invoice the City on a monthly basis, 90 days in advance , and the City will pay ACFD t he undisputed amounts of the invoice within 30 days of receipt of the monthly invoice. Billing disputes shall be subject to the dispute resolution process set forth in Section 10.3.
SECTION 13 - INDEMNIFICATION
15 13.1 Mutual Indemnification
Except as otherwise specifically provided in this Agreement or any attachment hereto, ACFD, shall defend, indemnify, and hold harmless the City, its elected and appointed officials, officers, and employees free and harmless from any and all claims for damage or injury to persons or property of whatever kind or nature , including consequential damages, based or asserted upon any act or o mission of or purported act of omission of ACFD, their elected or appointed officials, officers or employees in connection with or arising out of the performance by ACFD and its elected or appointed officials, officers and employees of this Agreement and w ith regard to any alleged illegality or unconstitutionality.
Except as otherwise specifically provided in this Agreement or any attachment hereto, the City shall defend, indemnify, and hold harmless the ACFD, their elected and appointed officials, officers, and employees free and harmless from any and all claims for damage or injury to persons or property of whatever kind of nature, including consequential damages, based or asserted upon any act or omission of or purported act of omission of City, its elected or appointed officials, officers or employees in connection with or arising out of the performance by City and its elected or appointed officials, officers and employees of this Agreement and with regard to any alleged illegality or unconstitutionality of a City ordinance.
The indemnity obligations of this Section 13 shall survive the expiration or earlier termination of this Agreement.
SECTION 14 - INSURANCE
14.1 General and Auto Liability
ACFD shall maintain general and auto liability insurance, including bodily injury and property damage, with a single combined liability limit of not less than $10 million insuring all liability of County, including ACFD and its authorized representatives arising out of and in connection with the provisio n of service by ACFD under this Agreement, including the use and/or occupancy of City owned equipment, apparatus, real property and premises.
The City shall be named as an additional insured and the policy shall contain cross liability endorsements. An endorsement shall be provided which states that the County coverage is the primary insurance and that no other insurance effected by the City will be called upon to contribute to a loss under this coverage. ACFD, on its own or through the County, may self-insure to these limits of coverage. ACFD shall furnish City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on forms provided by the City or on other than the City's forms provided those endorsements conform to City requirements. All certificates and endorsements are to be received and approved by the City. The City 16 reserves the right to require complete certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.
The City shall maintain general and auto liability insurance, including bodily injury and property damage, with a single combined liability limit of not less than $10 million insuring all liability of the City and its authorized representative arising out of and in connection with the provision of service by City under this Agreement, including the use and/or occupancy of City owned equipment, apparatus, real property and premises.
The ACFD shall be named as an additional insured and the policy shall contain cross liability endorsements. An endorsement shall be provided which states that the City coverage is the primary insurance and that no other insurance effected by the County or ACFD will be called upon to contribute to a loss under this coverage. The City may self-insure to these limits of coverage. The City shall furnish ACFD with original certificates and amendatory endorsements effec ting coverage required by this clause.
All certificates and endorsements are to be received and approved by the ACFD. The ACFD reserves the right to require complete certified copies of all required insurance policies, including endorsements e ffecting the coverage required by these specifications at any time.
SECTION 15 - NOTICES
All notices required or contemplated by this Agreement shall be in writing and shall be delivered to the respective party as set forth in this section. Communications shall be deemed to be effective upon the first to occur of: (a) actual receipt by a party, or (b) actual receipt at the address designated below, or (c) three working days following deposit in the United States Mail of registered or certified mail sent to the addr ess designated below. The Authorized Representative of either party may modify their respective contact information identified in this section by providing notice to the other party.
To: City of Alameda
Attn: Alameda Fire Chief
2263 1300 Park St.
Alameda, CA 94501
To: Alameda County Fire Department
Attn: Fire Chief
6363 Clark Ave
Dublin, CA 94568
17 SECTION 16 - RELATIONSHIP BETWEEN THE PARTIES
ACFD is, and at all times shall remain, an independent contractor solely responsible for all acts of its employees, agents, or contractors, including any negligent acts or omissions. ACFD is not City's agent and shall have no authority to act on behalf of the City, or to bind the City to any obligation whatsoever, unless the City provides prior written authorization to ACFD. ACFD is not an officer or employee of City, and shall not be entitled to any benefit, right, or compensation other than that provided in this Agreement. ACFD shall be solely responsible for providing to, or on behalf of, its employees all legally required employee compensation and benefits.
SECTION 17 - NO THIRD PARTY BENEFICIARIES
This Agreement shall not be construed as, or deemed to be, for the benefit of any third party; and no third party shall have any right of action under this Agreement.
SECTION 18 - COMPLIANCE WITH LAW
ACFD shall comply with all applicable legal requirements including all federal, state, and local laws in the performance of this Agreement.
SECTION 19 - HEADINGS
The heading titles for each paragraph of this Agreement are included only as a guide to the contents and are not to be considered as controlling, enlarging, or restricting the interpretation of the Agreement.
SECTION 20 - SEVERABILITY
If any term of this Agreement (including any phrase, provision, covenant, or conditi on) is held by a court of competent jurisdiction to be invalid or unenforceable, the Agreement shall be construed as not containing that term, and the remainder of this Agreement shall remain in full force and effect; provided, however, this paragraph shall not be applied to the extent that it would result in a frustration of the parties' intent under this Agreement.
SECTION 21- CHANGES TO AGREEMENT
Any changes to the Agreement shall be made mutually in writing by both parties.
SECTION 22 - ENTIRE AGREEMENT
This Agreement, including all documents incorporated herein by reference, comprises the entire integrated understanding between the parti es concerning the services described herein. Thi s Agreement supersedes all prior negotiations, agreements, and understandings regarding thi s matter, whether written or oral. The documents incorporated by reference into this Agreement are complementary; what is called for in one is binding as if called for in all.
SECTION 23 - GOVERNING LAW
18 The interpretation, validity, and enforcement of this Agreement shall be governed by and interpreted in accordance with the laws of the State of California.
SECTION 24 - COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same agreement.
SECTION 25 - SIGNATORY
IN WITNESS WHEREOF, the City, by resolution or ordinance duly adopted by its City Council, has approved the execution of this contract by its mayor, and the ACFD Fire Chief, has authorized the execution of this contract by the President of the Board of Directors of the Alameda County Fire Department, this day of , 2022.
ALAMEDA COUNTY FIRE DISTRICT, a Dependent Fire District
By: ____________________________ Date: ____________________________ William McDonald, Fire Chief
Approved as to form:
Donna R. Ziegler, County Counsel
By: ___________________________
Kathy Lee, Deputy County Counsel
19 ADOPTED BY:
CITY OF ALAMEDA, a Municipal Corporation
B
y: ________________________________ Date:__________________________ Dirk Brazil, Alameda Interim City Manager
A
ttest: ________________________________
Lara Weisiger, Alameda City Clerk
Ap
proved as to form:
_____________________________
Mazarin Vakharia,
City Attorney
Staff Counsel