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COOPERATIVE AGREEMENT
BETWEEN
THE CITY OF UNION CITY
AND
ALAMEDA COUNTY FIRE DEPARTMENT
__________________________________
Fire Station Alerting System
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This Cooperative Agreement (“Agreement”) is entered into this _____ day of ____________________, 2025, by and between the Alameda County Fire Department (“ACFD”), a dependent fire district governed by the Alameda County Board of Supervisors as its Board of Directors and the City of Union City, hereinafter referred to as “City,” collectively hereinafter referred to as “Parties,” for the Installation of the Phoenix G2 Station Alerting System by Honeywell (“Alerting System”) at the City’s fire stations.
RECITALS
This Agreement is made with reference to the following facts and objectives:
A. WHEREAS, the Parties have entered into an agreement for the provision of fire and emergency services (“Services Contract”), pursuant to which ACFD provides contract fire and emergency response services within the incorporated limits of the City, at City cost; and B. WHEREAS, under the Services Contract, the City provides ACFD the use of Cityowned fire stations and at no cost to ACFD; and C. WHEREAS, the Parties wish to enter into this Agreement for the installation of the Alerting System to provide an upgraded fire station alerting system to all City fire stations (the “Project”); and
D. WHEREAS, the Project consists of all aspects of the procurement and installation of the Alerting System, at each City fire station location (see attached list of components broken out by station in Attachment A) including receiving manufacturer certification of the Alerting System; and
E. WHEREAS, the Project involves pulling ethernet cables (with labels) within each of the City’s fire stations (see attached floor plan layout for each station in Attachment B), accompanying electrical work as required by the system manufacturer, installation of the alerting system speakers and lights, wall/ceiling patchwork, and other associated work as needed; and F. WHEREAS, the Project, including the Project budget, has been reviewed and approved by the City’s representative under the Services Contract; and G. WHEREAS, the ACFD has entered into a contract for the Project and will provide an ACFD Project Manager to oversee and coordinate the work with the City; and H. WHEREAS, City provided ACFD with recommendations and direction for the Project; and
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I. WHEREAS, the Parties have identified efficiencies to be gained from using ACFD’s contractor to complete the Project; and
J. WHEREAS, the Parties agree that THREE HUNDRED TWELVE THOUSAND THREE HUNDRED NINETY-EIGHT DOLLARS AND FIFTY-NINE CENTS ($312,398.59) (the “Not-to-Exceed Amount”) represents the Project cost without contingency, as detailed in Attachment A. The Project covers installation work to be performed at the following City Fire Stations:
Station 31 — 33555 Central Ave, Union City, CA 94587;
Station 32 — 31600 Alvarado Blvd, Union City, CA 94587; Station 33 — 33942 7th St, Union City, CA 94587.
The wiring diagrams for the project are detailed in Attachment B; and K. WHEREAS, City will reimburse ACFD for all of the actual costs ACFD incurs for the Project; and
L. WHEREAS, the City acknowledges that successful completion of the Project will require City cooperation, including timely responses; and M. WHEREAS, the City Council of the City of Union City has authorized the City Manager to enter into this Agreement.
NOW THEREFORE, THE PARTIES TO THIS AGREEMENT COVENANT AND AGREE AS FOLLOWS:
TERMS
ACFD agrees that it shall:
1. Contract for completion of the Project.
2. Track costs incurred due to the Project (“Costs”).
3. Send itemized invoices to the City in a timely manner for the Costs incurred. If Costs are anticipated to exceed the Not-to-Exceed Amount, ACFD will inform the City, and ACFD may place the Project on hold until additional funding is approved by the City. Any costs that result from placing the Project on hold shall be Costs to be borne by the City, however, ACFD shall take reasonable steps to mitigate such costs.
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4. Prevailing Wage. ACFD shall require the relevant contractors and subcontractors performing covered work on the Project to comply with California Labor Code Section 1770 et seq. and all regulations adopted pursuant thereto.
City agrees that it shall:
1. Identify a Project Manager who will coordinate the Project who has sufficient authority to act on behalf of the City with respect to the Project.
2. Provide timely support to ACFD in implementing the recommendations and directions provided by the City for the Project. Such support shall include, but not be limited to:
a. Providing and facilitating unobstructed access to each City fire station; b. Coordinating the participation of any needed City staff as required to respond to Project needs;
c. Providing review and responses to any requests for information, change orders, or notices within 2 business days or on a mutually-agreeable timeline; d. Participating in meetings, including any walk-throughs, and identifying items needed for project closeout, including any punch list items; e. Securing any required City approvals needed to complete the Project, including, but not limited to, approvals by planning staff, environmental staff, building official, public works director, construction manager, City Council, or City Manager.
3. Reimburse ACFD within forty-five (45) calendar days of receipt of ACFD’s invoice for Costs incurred, up to the Not-to-Exceed Amount.
4. If Costs are anticipated to exceed the Not-to-Exceed Amount3, seek any needed approval confirmed in writing for allocation of additional funding in a timely manner to avoid additional costs and timely complete the Project. If additional funding is not available to complete the project, ACFD may put the Project on hold.
City shall be responsible for any direct costs that result from placing the Project on hold, however, ACFD shall take reasonable steps to mitigate such costs.
5. Upon completion of the Project, assume ownership and responsibility for the components of the Alerting System, including maintenance, provided, however, that Alerting System Agreement Page 5 of 7
the Parties may separately agree in writing that ACFD will maintain the Alerting System, such as through the Services Contract.
LEGAL STATUS OF THIS AGREEMENT
Nothing in this Agreement shall be considered to establish a partnership or any other joint venture between the Parties, or a joint powers agreement under the California Government Code.
NO THIRD-PARTY BENEFICIARY
This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any causes whatsoever.
NOTICES
Notices regarding proposed changes to this Agreement are to be sent as follows:
TO CITY:
City Hall of Union City
34009 Alvarado Niles Rd.
Union City, CA 94587
Attn: Joan Malloy, City Manager
TO ACFD:
Alameda County Fire Department
6363 Clark Ave.
Dublin, CA 94568
Attn: Eric Moore, Deputy Chief
WAIVER
The parties’ waiver of any term, condition or covenant, or breach of any term, condition or covenant shall not be construed as a waiver of any subsequent breach or violation of the same or any other term, condition or covenant.
AMENDMENTS
No alterations or changes to the terms of this Agreement shall be valid unless made in writing and signed by all parties hereto.
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SEVERABILITY CLAUSE
In any case one or more of the provisions contained herein shall, for any reason, be held invalid, illegal, or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.
INDEMNIFICATION
ACFD agrees to indemnify, defend, and hold harmless the City, its City Council, boards, commissions, officials, employees, and volunteers (“Indemnitees”) from and against loss, damages, liability, claims, suits, costs and expenses, arising from or in any manner connected solely to ACFD’s negligent or willful misconduct regarding performance of services or work conducted or performed pursuant to this Agreement.
The City agrees to defend, indemnify, and hold harmless the Alameda County Fire Department, the County of Alameda, their governing bodies, their predecessors, successors, assignees, agents, departments, officials, representatives, employees and all persons acting by, through, under or in concert with any of them, and each of them (collectively “ACFD Indemnitees”) from and against loss, damages, liability, claims, suits, costs and expenses, arising from or in any manner connected solely to the City’s negligent or willful misconduct regarding performance of services or work conducted or performed pursuant to this Agreement.
TERM
The term of this Agreement shall be effective when this Agreement is fully executed by all parties, and this Agreement shall terminate when all the obligations for each party have been fulfilled.
MODIFICATION
This Agreement constitutes the entire Agreement, supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties.
COUNTERPARTS
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
SIGNATURE PAGE FOLLOWS
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IN WITNESS WHEREOF, the Parties hereto have executed this agreement as of the effective date, which is the date first written above.
ALAMEDA COUNTY FIRE
DEPARTMENT
By:
__________________________
CITY OF UNION CITY
By:
__________________________________
David Haubert
President, Board of Directors
Date: __________________________
Approved as to form:
Donna R. Ziegler, County Counsel
By: __________________________
Kathy Lee
Deputy County Counsel
Joan Malloy
City Manager
Date:_________________________________
Approved as to form and legality:
Kristopher Kokotaylo, City Attorney
By: __________________________________
Date: ________________________________
Attest:
By: __________________________________
By signing above, the signatory warrants and
represents that he/she executed this Agreement
in his/her authorized capacity and that by his/her
signature on this Agreement, he/she or the entity
upon behalf of which he/she acted, executed this
Agreement