LETTER OF INTENT BETWEEN
THE ALAMEDA COUNTY FIRE DEPARTMENT AND CITY OF HAYWARD
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 City of Hayward (each, a “Party” and collectively, the “Parties”).
This LOI is made with reference to the following facts and circumstances:
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”).
ACFD intends to submit a proposal (“the Proposal”) in response to the Solicitation (.
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.
The Parties have determined that working collectively and leveraging 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:
ACFD’s Roles and Responsibilities. ACFD agrees to the following roles and responsibilities under this LOI:
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.
Consultation and Negotiations. ACFD shall consult and negotiate with City of Hayward regarding the extent of City of Hayward 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.
City of Hayward’s Roles and Responsibilities. City of Hayward agrees to the following roles and responsibilities under this LOI:
Proposal Development. City of Hayward shall assist, as reasonably requested, ACFD to plan, develop, draft, and submit to County, the Proposal in accordance with the Solicitation’s specifications and requirements and applicable laws and regulations.
Consultation and Negotiations. City of Hayward shall consult and negotiate with ACFD regarding the extent of City of Hayward 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.
Cooperation with ACFD Subcontractors and Consultants. City of Hayward 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.
Subjects for Consultation and Negotiations. The subjects that the Parties shall consult on, and negotiate over, include but are not limited to the following:
Service Integration. The integration of FRALS and ambulance services into a unified incident response system within the EOA.
FRALS. City of Hayward’s provision of FRALS and associated fees.
Ambulance Stations. Locating ACFD’s or its subcontractors’ ambulance units within City of Hayward and associated fees.
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.
City of Hayward’s Provision of Ambulance Services. Whether, to what extent, and on what terms, City of Hayward will provide ambulance services as an ACFD subcontractor.
Automatic and Mutual Aid. The extent to which ACFD and City of Hayward will provide cross-jurisdictional automatic and mutual aid for FRALS and/or ambulance services.
Cost Recovery. Amounts and mechanisms for ACFD to recover City of Hayward’s costs from payors, including administration fees to be charged by ACFD.
Personnel Matters. Relations between, and usage of, the firefighter and EMS personnel employed by ACFD, its subcontractors, and/or City of Hayward.
No Obligation to Contract. This LOI shall not be construed as creating any legal obligation for any Party or their consultants, subcontractors, and agents to proceed with or enter into any transaction or agreement.
No Financial Obligation. This LOI does not obligate either party financially; it merely serves as a basis to identify the level of interest 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.
Effective Date and Term.
The “Effective Date” of this LOI shall be the date of the last Party signature.
This LOI shall remain in effect through July 1, 2024, or the date when ACFD implements services under a contract with County for emergency ambulance services, whichever is later.
Termination. Either Party may terminate its participation in this LOI by providing 30 days’ advance written notice of its termination to the other Party.
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.
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.
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.
Notice.
Any notices required hereunder shall be given, in writing, as follows:
If to ACFD, to:
William McDonald, Fire Chief
Alameda County Fire Department
Administration Office
6363 Clark Ave, Dublin CA 94568
Phone: 510-632-3473 or 925-833-3437
[email protected]
If to City of Hayward, to:
To the City: Attn: Kelly McAdoo, City Manager
City of Hayward
777 B Street, 4th Floor Hayward, CA 94541-5007
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 subsection (a) above.
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.
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the Parties have executed this LOI:
ALAMEDA COUNTY FIRE DEPARTMENT
CITY OF HAYWARD
William McDonald, Fire Chief
Garrett Contreras, Fire Chief Date
Date
Kelly McAdoo, City Manager Date
Approved as to form:
Attest:___________________________________
Miriam Lens, City Clerk Date
Approved as to Form and Procedure:
Counsel for Alameda County Fire Department
Michael S. Lawson, City Attorney, City of Hayward
ATTACHMENT III