1 LETTER OF INTENT BETWEEN
THE ALAMEDA COUNTY FIRE DEPARTMENT AND THE CITY OF FREMONT FIRE
DEPARTMENT
This Letter of Intent (“LOI”) is made and entered into as of the Effective Date set forth below, by and between the Alameda County Fire Department (“ACFD”) and the City of Fremont Fire Department (“FFD”) (each, a “Party” and collectively, the “Parties”).
This LOI is made with reference to the following facts and circumstances:
A. The County of Alameda (“County”) has tentatively scheduled for release in February 2023, a request for proposals for emergency ambulance services and/or emergency medical services (“EMS”) within County’s exclusive operating area (“EOA”) with service to begin July 1, 2024 (the “Solicitation”).
B. ACFD intends to submit a proposal (“the Proposal”) in response to the Solicitation.
C. The Parties are engaged in informational discussions regarding the Proposal, as well as opportunities in connection with the Solicitation, the Proposal, and any resulting contract between County and ACFD , including but not limited to first response advanced life support (“FRALS”) services.
D. In ad dition to the City of Fremont , other cities including Hayward, Oakland , Livermore/Pleasanton, are also considering participating in a letter of intent with ALCO FIRE regarding this proposal.
E. The Parties have determined that working collectively and levera ging their diverse capabilities will enable ACFD to develop a competitive Proposal that meets or exceeds the Solicitation’s requirements, which neither of the Parties could accomplish on their own.
ACCORDINGLY, the Parties agree as follows:
1. ACFD’s Roles and Responsibilities . ACFD agrees to the following roles and responsibilities under this LOI:
a. Proposal Development . ACFD shall plan, develop, draft, and submit to County, the Proposal in accordance with the Solicitation’s specifications and requirements and applicable laws and regulations.
b. Consultation and Negotiations. ACFD shall consult and negotiate with FFD regarding the extent of FFD’s participation in ACFD’s Proposal and resulting contract with County, if any, as ACFD’s subcontractor for related services, as well as the terms and conditions of any subcontracting arrangement between the Parties.
2. FFD’s Roles and Responsibilities . FFD agrees to the following roles and responsibilities under this LOI:
2 a. Proposal Development. FFD shall assist ACFD, as reasonably requested, to plan, develop, draft, and submit to County, the Proposal in accordance with the Solicitation’s specifications and requirements and applicable laws and regulations.
b. Consultation and Negotiations. FFD shall consult and negotiate with ACFD regarding the extent of FFD’s participation in ACFD’s Proposal and resulting contract with County, if any, as ACFD’s subcontractor for related services, as well as the terms and conditions of any subcontracting arrangement between the Parties.
c. Cooperation with ACFD Subcontractors and Consultants . FFD shall cooperate with subcontractors and consultants retained by ACFD to assist with the development of the Proposal and negotiation of a resulting contract with County, if any.
3. Subjects for Consultat ion and Negotiations . The subjects that the Parties shall consult on, and negotiate over, include but are not limited to the following:
a. Service Integration. The integration of FRALS and ambulance services into a unified incident response system within the EOA.
b. FRALS. FFD’s provision of FRALS and associated fees. c. Ambulance Stations. Feasibility of locating ACFD’s or its subcontractors’ ambulance units within the City of Fremont facilities and associated fees. d. Ambulance Deployment Plan . ACFD’s plan for deploying ambulances within the EOA, including system status management strategies and ambulance numbers, types, response times, and posting locations. e. FFD Provision of Ambulance Services . Whether, to what extent, and on what terms, FFD will provide ambulance services as an ACFD subcontractor.
f. Automatic and Mutual Aid . The extent to which ACFD and FFD will provide cross -jurisdictional automatic and mutual aid for FRALS and/or ambulance services.
g. Cost Recovery. Amounts and mechanisms for ACFD to recover the City of Fremont’s costs from payors, including administration fees to be charged by ACFD, and to reimburse the City of Fremont’s costs.
h. Personnel Matters . Relations between, and usage of, the firefighter and EMS personnel employed by ACFD, its subcontractors, and/or the FFD.
4. No Obligation to Contract . This LOI shall not be construed as creating any legal right or obligation in connection with the roles and responsibilities contained herein 3 or any legal right or obligation for any Party or their consultants, subcontractors, and agents to proceed with or enter into any transaction or agreement.
5. No Financial Obligation . This LOI does not obligate either Party financially; it merely serves as a bas is to identify the level of interest of FFD regarding the development and participation in ACFD’s Proposal and resulting contract with County, if any, as ACFD’s subcontractor for related services, as well as the terms and conditions of any subcontracting arrangement between the Parties.
6. Effective Date and Term.
a. The “Effective Date” of this LOI shall be the date of the last Party signature. b. The LOI shall end automatically if the County does not approve a service contract with ACFD , which includes FFD participation. If County approves a service contract with ACFD which allows for FFD participation, this LOI shall remain in effect through July 1, 2024, or the date when ACFD signs a contract with County for emergency ambulance services, whichever is later.
7. Termination. Either Party may terminate its participation in this LOI by providing 30 days’ advance written notice of its termination to the other Party
8. Independent Contractor Status . It is understood and agreed that the Parties shall perform as independent contractors under this LOI and in respect to their relationships with each other and that they are not and shall not be deemed an employee, officer, or agent of the other Parties. It is further understood and agreed that the Parties, their officers, agents, and employees shall in no event be entitled to any benefits to which the employees of the other Parties are entitled, including, but not limited to, overtime, retirement, worker’s compensation, and leave benefits.
9. Jurisdiction and Venue . The laws of the State of California shall govern the interpretation and performance of this LOI. Venue for any litigation relating to the formation, interpretation or performance of this LOI shall be in Alameda County Superior Court.
10. Modification. This LOI may not be modified, nor may compliance with any of its terms be waived, except by written instrument executed and approved in the same manner as this LOI.
11. Notice.
a. Any notices required hereunder shall be given, in writing, as follows:
If to ACFD, to:
William McDonald, Fire Chief
Alameda County Fire Department
4 Administration Office
6363 Clark Ave, Dublin CA 94568
Phone: 510-632-3473 or 925-833-3437
[email protected]
If to the FFD, to:
Curtis Jacobson, Fire Chief
City of Fremont
3300 Capitol Ave.
Fremont, CA 94538
Phone: 510-494-4200
[email protected]
b. Notices shall be deemed given when received if by facsimile or by electronic means (if a record of receipt is kept by the sending party showing the date and time of receipt) or three (3) days following deposit in the United States Mail, postage prepaid, to the addressees set forth in s ubsection (a) above.
12. Authority to Execute. The individuals executing this LOI represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.
13. Counterparts. This LOI may be signed in counterparts , each of which shall be deemed to be an original. The Parties agree that the digital signatures of the parties included in this LOI are intended to authenticate this writing and to have the same force and effect as manual signatures. Any digital signature shall have the same legal validity and enforceability as a manually executed signature or use of a paper- based record keeping system to the fullest extent permitted by applicable law.
IN WITNESS WHEREOF, the Parties have executed this LOI:
ALAMEDA COUNTY FIRE
DEPARTMENT
CITY OF FREMONT FIRE DEPARTMENT
William McDonald, Fire Chief Date Curtis Jacobson, Fire Chief Date
5 Approved as to form:
Approved as to Form:
Counsel for Alameda County Fire Department
Rafael E. Alvarado Jr., City Attorney