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SR 05-23-2022 5K City Council Report City Council Meeting: May 23, 2023 Agenda Item: 5.K 1 of 7 To: Mayor and City Council From: Danny Alvarez, Fire Chief, Fire Department Joseph Cevetello, Chief Information Officer, Information Services Department Subject: Approval of Urban Area Security Initiative 2021 and 2022 Grant Acceptance Recommended Action Staff recommends that the City Council: 1. Authorize the City Manager to accept two grants with a total awarded amount of $2,120,000 from the 2021 and 2022 Urban Area Security Initiative (UASI) for homeland security projects in the Fire and Information Services Departments, and to accept all associated grant renewals. 2. Authorize the City Manager to execute all necessary documents to accept the grant, grant modifications, and all associated grant renewals. 3. Authorize the City Manager to negotiate and execute a second modification to Contractual Services Agreement #10967 with Advanced Problem Solving, LLC, (APS) a California-based company, in an amount not to exceed $850,000 and on the same terms and conditions. This will result in a five-year amended agreement with a new total contract amount not to exceed $4,870,000 over a five-year period. 4. Adopt a finding of categorical exemption pursuant to Section 15301 of the California Environmental Quality Act (CEQA) Guidelines and a finding of no possibility of significant effect on the environment pursuant to Section 15061(b)(3) (Common Sense Exemption) CEQA Guidelines. 5. Authorize budget changes as outlined in the Financial Impacts & Budget Actions section of this report. Summary Each year, the Federal government allocates grant funding to enhance regional preparedness for disasters, emergencies, and other threats to homeland security. The Los Angeles Mayor’s office awarded an additional $150,000 from UASI 2021 grant funds for the region to assist in a national emergency management exercise. Santa 5.K Packet Pg. 508 2 of 7 Monica Fire will host these funds on behalf of the region and the training modules will be completed by Advanced Problem Solving (APS). In the UASI 2022 grant cycle, $1,970,000 was awarded to the City of Santa Monica Fire Department and the Information Services Department as a part of the U.S. Department of Homeland Security, Federal Emergency Management Agency's Urban Area Security Initiative grant: • The Fire Department was awarded funding in the amount of $200,000 to be used for Hazardous Materials (HazMat) Training and Equipment, Urban Search and Rescue (USAR) Training and Equipment, and consumables for the Training Center. • Santa Monica Fire will allocate $650,000 on behalf of the Los Angeles Area Fire Chiefs’ Association Regional Training Group (LAAFCA RTG) for training programs. • The grant will use $750,000 to provide a secure cloud-based mapping portal for the operational area to be used for all hazard operational situational awareness, incident management, pre-planning, and reporting/analytics. The project mitigates threats to communications continuity and supports resiliency by allowing the region to purchase software that allows agencies to share data through the system as a redundant solution in case of a cyber-attack. • The Information Services Department was awarded funding totaling $370,000 to select consultants who will work with regional partners to identify current software platforms and road map implementation plan to ensure new software will meet the needs of the cybersecurity priority. Staff recommends that Council authorize acceptance of the 2022 UASI grant funds and execution of a subrecipient agreement with the City of Los Angeles for a performance period of September 1, 2022, to May 31, 2025. The City of Los Angeles administers the UASI grant on behalf of the Los Angeles-Long Beach Urban Area, which includes Santa Monica. Discussion 5.K Packet Pg. 509 3 of 7 The UASI program’s focus is on enhancing regional preparedness and capabilities in major metropolitan areas. The Santa Monica Fire Department requested funds to send staff to trainings that support its core public safety missions as well as regional homeland security goals. The following are the four major regional homeland security focus areas of the UASI grant program, known as Investment Justifications: 1. Strengthen interoperable and communications capabilities; 2. Strengthen information sharing, collaboration capabilities, and law enforcement investigations; 3. Protection of critical infrastructure and key resources; and 4. Catastrophic incident planning response and recovery. The Fire Department proposes to use $175,000 in grant funds to send members to training to support the City’s Type I Urban Search and Rescue and specialized Hazardous Materials CBRNE training. Funding in the amount of $650,000 would be used to host the LAAFCA’s RTG training delivery model, which creates and disseminates regional training. There are no direct staffing costs associated with the LAAFCA RTG funds. Santa Monica Fire and all other fire agencies in Los Angeles County have access to the training delivery modules and learning content provided under the grant funding. The remaining $25,000 funding would be used to support equipment purchases and consumables for the Fire Department’s Training Center. There are no additional ongoing costs associated with Fire’s grant funding and any equipment will be replaced with ongoing grant funding at the end of the equipment’s useful life. The Fire Department was also able to secure $370,000 from this year’s grant for use by the Information Services Department (ISD) to fund the City’s ongoing cybersecurity program. This funding will assist the information security team with applying enhancement measures to strengthen identity management, safeguard City data stored with cloud-based vendors and provide greater cybersecurity risk prioritization to aid in cyberattack prevention. The purchase of the requested measures will require an equipment and software subscription renewal in subsequent years, beginning in Fiscal Year 2023-24. Staff has secured UASI 2022 funds to cover the subscription costs in FY 5.K Packet Pg. 510 4 of 7 2023-24. While ongoing funding for these tools has not been secured, staff believes the City will benefit from the enhanced cyber security tools for at least two years. Staff will pursue additional grant funding opportunities for future funding. If future grant funds are not available for the ongoing subscription expenses thereafter, staff will discontinue its use of these tools. Procurement for projects funded by the UASI grant will follow Santa Monica’s policies regarding competitive procurement processes. The UASI program directly supports the national priority of expanding regional collaboration within the National Preparedness Goal, which defines what it means for the whole community to be prepared for all types of disasters and emergencies. The UASI grant is intended to assist participating jurisdictions in developing integrated regional systems for prevention, protection, response, and recovery from natural or human-made disasters. These funds cannot be used for general purposes and must be specified at the time of application. Homeland security purchases must be pre- approved by the state and align with grant guidelines. The UASI grant program is 100% federally funded from the Department of Homeland Security and managed through the State of California's Office of Emergency Services. The City of Santa Monica has received over $20 million in homeland security grant funding since 2003. These funds have been used to purchase necessary interoperable communication and infrastructure equipment, supplies, and training in direct support of overall regional goals to promote effective information gathering, sharing, and response to threats and/or acts of terrorism. There are no ongoing costs related to the Fire Department’s grant funding. Future grant funding will be requested to fund any equipment replacement at the end of its useful life. Information Services Department’s staff plans to utilize future UASI funds to support the on-going operational costs for the cybersecurity solutions. If future grant funds are not allocated to the City to cover the costs of the subscription renewals, staff will discontinue its use of these tools. Environmental Review 5.K Packet Pg. 511 5 of 7 The use of grant funds to fund emergency preparedness equipment is categorically exempt from the California Environmental Quality Act (CEQA) under Section 15301 (Class 1 Existing Facilities) of the CEQA Guidelines. Section 15301 exempts projects that consists of the operation, repair, maintenance, leasing, licensing, permitting, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of the existing or former use. Grant funding will be used to replace equipment at the end of the equipment’s useful life as previously stated. Furthermore, the use of grant funds for cybersecurity, programs, equipment, supplies, and training would have no possibility of significant effect on the environment, and therefore, is also exempt pursuant to Section 15061(b)(3) (Common Sense Exemption) of the CEQA Guidelines. Grant funds would support the administration of programs to ensure regional preparedness and would not result in physical effects on the environment. Past Council Actions Meeting Date Description 5/10/2022 (Attachment A) Authorization to accept the 2021 Urban Area Security Initiative (UASI) Grant Funds for Homeland Security Projects and enter into a Subrecipient agreement with the City of Los Angeles 10/13/2020 (Attachment B) Acceptance of 2019 Measure B Grant and increase to the Agreement with Advanced Problem Solving, LLC for the Los Angeles Area Fire Chiefs Regional Training Group (LAAFCA RTG) Training Delivery Model 11/12/2019 (Attachment C) Award of agreement with Advanced Problem Solving for video and curriculum development services for the Los Angeles Area Fire Chiefs Regional Training Group Attachment D Original Contractual Agreement Attachment E Modification 1 Attachment F Renewal 1 Financial Impacts and Budget Actions Staff seeks authority to accept a grant totaling $1,970,000 from the U.S. Department of Homeland Security, Federal Emergency Management Agency for the 2022 UASI program to fund training and equipment in direct support of overall regional goals to promote effective information gathering, sharing, and response to threats and/or acts of terrorism. 5.K Packet Pg. 512 6 of 7 Staff also seeks authority to accept a grant totaling $150,000 from the U.S. Department of Homeland Security, Federal Emergency Management Agency for the 2021 UASI program. This is in addition to the $1,177,692 previously awarded from the 2021 UASI program. FY 2022-23 Grant Budget Changes Establish Revenue Budget Amount Appropriate Funds Amount 20190001.40428F $150,000 20190001.55518F $150,000 20140001.40428G $370,000 20140001.55518G $370,000 20190001.40428G $1,600,000 20190001.55518G $1,600,000 Contract Modification Request Agreement # Current Authorized Amount Modified Request Amount Account Number Total Amount 10967 $850,000 - 20190001.55518F $3,000,000 10967 Mod 1 $1,020,000 - 20190001.556530 $4,020,000 10967 Mod 2 - $200,000 20190001.55518F $200,000 10967 Mod 2 - $650,000 20190001.55518G $650,000 Total Revised Contract Amount $4,870,000 Prepared By: Deanna Kendall, Administrative Analyst Approved Forwarded to Council Attachments: A. Staff Report May 10, 2022 - UASI 2021 B. Staff Report October 13, 2020 - APS Mod #1 C. Staff Report November 12, 2019 - APS Award D. CSA 10967 expires 12-05-22 E. CSA First Modification with APS 10967 F. CSA APS through 12.5.23 Renewal 5.K Packet Pg. 513 7 of 7 G. 07 APS Oaks 5.K Packet Pg. 514 City Council Report City Council Meeting: May 10, 2022 Agenda Item: 3.B 1 of 5 To: Mayor and City Council From: Danny Alvarez, Fire Chief, Fire Department Subject: Authorization to accept the 2021 Urban Area Security Initiative (UASI) Grant Funds for Homeland Security Projects and enter into a Subrecipient agreement with the City of Los Angeles Recommended Action Staff recommends that the City Council: 1. Authorize the City Manager to accept a grant awarded in the amount of $1,869,845 from the 2021 Urban Area Security Initiative (UASI) for homeland security projects in the Fire and Information Services Departments, and for authority to accept all associated grant renewals. 2. Authorize the City Manager to execute all necessary documents to accept the grant, grant modifications, and all associated grant renewals. 3. Authorize budget changes as outlined in the Financial Impacts & Budget Actions section of this report. Summary Each year, the Federal government allocates grant funding to enhance regional preparedness for disasters, emergencies, and other threats to homeland security. In 2021, $1,869,845 was awarded to the City of Santa Monica Fire Department and the Information Services Department as a part of the U.S. Department of Homeland Security (DHS), Federal Emergency Management Agency's Urban Area Security Initiative (UASI) grant: • The Fire Department was awarded funding totaling $1,177,692 to be used for Chemical, Biological, Radiological, Nuclear and Explosives (CBRNE) Equipment, Hazardous Materials (HazMat) Training and Equipment, Urban Search and Rescue (USAR) Training and Equipment, Tactical Emergency Medical Support 5.K.a Packet Pg. 515 Attachment: Staff Report May 10, 2022 - UASI 2021 (5741 : UASI 2021 and 2022 Grant Acceptance) 2 of 5 (TEMS) equipment, equipment and props for the Training Center, and programs on behalf of the Los Angeles Area Fire Chiefs’ Association Regional Training Group (LAAFCA RTG). • The Information Services Department was awarded funding totaling $692,153 to be used on cybersecurity program enhancements. These enhancements include implementing solutions that provide adequate means to monitor and safeguard City’s data stored with cloud-based providers, strengthen identity management, and provide greater cybersecurity risk prioritization to aid in cyberattack prevention. Staff recommends that Council authorize acceptance of the 2021 UASI grant funds and execution of a subrecipient agreement with the City of Los Angeles for a performance period of September 1, 2021 to May 31, 2024. The City of Los Angeles administers the UASI grant on behalf of the Los Angeles-Long Beach Urban Area, which includes Santa Monica. Discussion The UASI program’s focus is on enhancing regional preparedness and capabilities in major metropolitan areas. The Santa Monica Fire Department requested funds to send staff to trainings that support its core public safety missions as well as regional homeland security goals. The following are the four major regional homeland security focus areas of the UASI grant program, known as Investment Justifications: 1. Strengthen interoperable and communications capabilities; 2. Strengthen information sharing, collaboration capabilities, and law enforcement investigations; 3. Protection of critical infrastructure and key resources; and 4. Catastrophic incident planning response and recovery. The Fire Department proposes to use $277,692 in grant funds to send members to training to support the City’s Type I USAR and HazMat teams and specialized Hazardous Materials CBRNE training. Funding in the amount of $900,000 would be 5.K.a Packet Pg. 516 Attachment: Staff Report May 10, 2022 - UASI 2021 (5741 : UASI 2021 and 2022 Grant Acceptance) 3 of 5 used to host the LAAFCA’s RTG training delivery model, which creates and disseminates regional training. There are no direct staffing costs associated with the LAAFCA RTG funds. Santa Monica Fire and all other fire agencies in Los Angeles County have access to the training delivery modules and learning content provided under the grant funding. The remaining funding would be used to support equipment purchases for the TEMS program and new equipment and props for the Fire Department’s Training Center. There are no additional ongoing costs associated with Fire’s grant funding and any equipment will be replaced with ongoing grant funding at the end of the equipment’s useful life. The Fire Department was also able to secure $692,153 from this year’s grant for use by the Information Services Department (ISD) to fund the City’s ongoing cybersecurity program. This funding will assist the information security team with applying enhancement measures to strengthen identity management, safeguard City data stored with cloud-based vendors and provide greater cybersecurity risk prioritization to aid in cyberattack prevention. The purchase of the requested measures will require an equipment and software subscription renewal in subsequent years, beginning in Fiscal Year 2023-24. Staff has secured UASI 2022 funds to cover the subscription costs in FY 2023-24. While ongoing funding for these tools has not been secured, staff believes the City will benefit from the enhanced cyber security tools for at least two years. Staff will pursue additional grant funding opportunities for future funding. If future grant funds are not available for the ongoing subscription expenses thereafter, staff will discontinue its use of these tools. Procurement for projects funded by the UASI grant will follow Santa Monica’s policies regarding competitive procurement processes. The UASI program directly supports the national priority of expanding regional collaboration within the National Preparedness Goal, which defines what it means for the whole community to be prepared for all types of disasters and emergencies. The UASI grant is intended to assist participating jurisdictions in developing integrated regional systems for prevention, protection, response, and recovery from natural or human-made disasters. These funds can not be used for general purposes and must be specified at the time of application. Homeland security purchases must be pre- 5.K.a Packet Pg. 517 Attachment: Staff Report May 10, 2022 - UASI 2021 (5741 : UASI 2021 and 2022 Grant Acceptance) 4 of 5 approved by the state and align with grant guidelines. The UASI grant program is 100% federally funded from the Department of Homeland Security and managed through the State of California's Office of Emergency Services. The City of Santa Monica has received over $20 million in homeland security grant funding since 2003. These funds have been used to purchase necessary interoperable communication and infrastructure equipment, supplies, and training in direct support of overall regional goals to promote effective information gathering, sharing, and response to threats and/or acts of terrorism. Financial Impacts Staff seeks authority to accept a grant totaling $1,869,845 from the U.S. Department of Homeland Security, Federal Emergency Management Agency for the 2021 UASI program to fund training and equipment in direct support of overall regional goals to promote effective information gathering, sharing, and response to threats and/or acts of terrorism. There are no ongoing costs related to the Fire Department’s grant funding. Future grant funding will be requested to fund any equipment replacement at the end of its useful life. Staff plans to utilize future UASI funds to support the on-going operational costs for the cybersecurity solutions. If future grant funds are not allocated to the City to cover the costs of the subscription renewals, staff will discontinue its use of these tools. FY 2021-22 Grant Budget Changes Establish Revenue Budget Amount Appropriate Funds Amount 20140001.40428F $692,153 20140001.55518F $692,153 20190001.40428F $1,177,692 20190001.55518F $1,177,692 5.K.a Packet Pg. 518 Attachment: Staff Report May 10, 2022 - UASI 2021 (5741 : UASI 2021 and 2022 Grant Acceptance) 5 of 5 Prepared By: Terese Toomey, Principal Administrative Analyst Approved Forwarded to Council 5.K.a Packet Pg. 519 Attachment: Staff Report May 10, 2022 - UASI 2021 (5741 : UASI 2021 and 2022 Grant Acceptance) City Council Report City Council Meeting: October 13, 2020 Agenda Item: 3.D 1 of 5 To: Mayor and City Council From: Bill Walker, Fire Chief, Fire Department Subject: Acceptance of 2019 Measure B Grant and increase to the Agreement with Advanced Problem Solving, LLC for the Los Angeles Area Fire Chiefs Regional Training Group (LAAFCA RTG) Training Delivery Model Recommended Action Staff recommends that the City Council: 1. Authorize the City Manager to accept a grant awarded in the amount of $1,322,000 from Los Angeles County 2019 Measure B for bioterrorism training projects for the Fire Department on behalf of the Los Angeles Area Fire Chiefs Regional Training Group (LAAFCA RTG); and to accept all grant renewals. 2. Authorize the City Manager to execute all necessary documents to accept the grant and all grant renewals. 3. Authorize the City Manager to negotiate and execute a first modification to Contractual Services Agreement #10967 with Advanced Problem Solving, LLC, (APS) a California-based company, in an amount not to exceed $1,020,000 on the same terms and conditions for a total amount not to exceed $4,020,000 over a five-year period, with future year funding contingent on Council budget approval and contingent upon the Fire Department securing the associated grant funding. 4. Authorize budget changes as outlined in the Financial Impacts & Budget Actions section of this report. Summary The Los Angeles Area Fire Chief’s Association (LAAFCA) is comprised of thirty-one fire chiefs throughout Los Angeles County. The Regional Training Group (RTG) is responsible for providing training through the Federal Homeland Security Grant Programs. The RTG recently applied for and was awarded $1,322,000 from a Measure B grant from Los Angeles County to develop the necessary Training Delivery Model 5.K.b Packet Pg. 520 Attachment: Staff Report October 13, 2020 - APS Mod #1 (5741 : UASI 2021 and 2022 Grant Acceptance) 2 of 5 (TDM) to support the Los Angeles region in responding to a bioterrorist emergency. Measure B funds will expire June 30, 2021 unless extended by the County. SMFD has accepted a request by LAAFCA to coordinate and host the grant funding for the RTG TDM including the development and delivery of the Haz Mat specialty courses. Sponsorship of RTG TDM ensures that the City of Santa Monica remains a regional stakeholder and participant in upcoming training programming. The RTG will be responsible for direct administration of the grant with SMFD oversight. Discussion SMFD has received Federal Homeland Security Grant funds to facilitate the training delivery model to support the region’s core public safety missions as well as regional homeland security goals. The grant programs directly support the national priority of expanding regional collaboration, which defines what it means for the whole community to be prepared for all types of disasters and emergencies. In addition to the Homeland Security Grant funds, the additional Measure B grant funds will be used to develop and deliver mission-specific training courses to improve the all-hazards readiness of Los Angeles-area emergency response personnel in responding to a bioterrorist emergency. The funding will be used to collaboratively develop and deliver a comprehensive bioterrorism training program targeted for first responders, public health officers, healthcare workers, and emergency managers to improve the all-hazards readiness in Los Angeles County. The funding also includes the development and delivery of mission-specific training courses to improve the specialty bioterrorism readiness and response of the county’s 14 regional fire agencies Hazardous Materials Teams. The grant funds will cover the costs of the Fire Department’s facilitation of the RTG TDM and to collaboratively develop and deliver a comprehensive bioterrorism training program. In November 2019, Council approved an Agreement with Advanced Problem Solving (APS), LLC for video and curriculum development services for the Los Angeles Area Fire Chiefs Regional Training Group, Training Delivery Model after a competitive process. The not to exceed amount of the five-year agreement with APS was 5.K.b Packet Pg. 521 Attachment: Staff Report October 13, 2020 - APS Mod #1 (5741 : UASI 2021 and 2022 Grant Acceptance) 3 of 5 $3,000,000. The Fire Department will use $1,020,000 of the $1,322,000 new Measure B grant to fund the increased contract with APS for video and curriculum development services of the county-wide multi-disciplinary bioterrorism content. The remaining $302,000 will be used for the development of specialty first-responder hazardous materials curriculum for the Los Angeles Area Fire Chiefs Regional Training Group. SMFD will return to Council to award these funds once a competitive process has been completed. The LAAFCA RTG facilitates and provides training videos and curriculum development to fire departments within Los Angeles County. Centralized regional training effectiveness requires continuing education with new curriculum and with streamlined, compatible technology. Utilizing the RTG’s contract with APS, the team has developed and presented curriculum on the following: Mutual Threat Zone, Operational Risk Assessment, Rapid Intervention Crew, May Day Calls, Marine Firefighting, Coordinated Wildland Response, COVID-19 Response, Cyber Security, COVID-19 Safety Stand Down, Firefighter Safety Stand Down, Firefighter Safety Stand Down: Leadership and Behavioral Wellness, Firefighter Safety Stand Down: Maintaining Cohesion in Times of Stress, and Operational Risk Management. The RTG will now facilitate the new bioterrorism curriculum utilizing the Measure B funding. The RTG staff will be responsible for the direct delivery of the training. SMFD staffing will not be impacted by the delivery of the grant. SMFD will benefit for the training courses to improve the specialty bioterrorism readiness and response as one of the county’s fourteen regional fire agencies Hazardous Materials Teams. Past Council Actions Meeting Date Description 11/12/2019 (Attachment A) Award of agreement with Advanced Problem Solving for video and curriculum development services for the Los Angeles Area Fire Chiefs Regional Training Group Financial Impacts and Budget Actions Staff seeks authority to accept a grant from Los Angeles County 2019 Measure B funds for an amount of up to $1,322,000. SMFD will manage the contract with APS on behalf 5.K.b Packet Pg. 522 Attachment: Staff Report October 13, 2020 - APS Mod #1 (5741 : UASI 2021 and 2022 Grant Acceptance) 4 of 5 of the RTG. The RTG is responsible for the development and delivery of the necessary training to support the Los Angeles region in responding to a bioterrorism emergency and appropriate funds. Staff seeks authority to increase the amount of the contract #10967 with Advanced Problem Solving for video and curriculum development services for the Los Angeles Area Fire Chiefs Regional Training Group. The remaining $302,000 will be used to contract with a different vendor for the development of the fire-specific hazardous materials curriculum for the RTG. SMFD will return to Council to award these funds once a competitive process has been completed. Future year funding is contingent upon SMFD being awarded annual federal homeland security grant funds and on Council budget approval. If SMFD is not awarded additional grant funds, SMFD is not obligated to fulfil the LAAFCA RTG Training Delivery Model Contract. FY 2020-21 Grant Budget Changes Establish Revenue Budget Appropriate Funds Account Number Amount Account Number Amount 20190001.405720 $1,322,000 20190001.556530 $1,322,000 Contract Modification Request Agreement # Current Authorized Amount Modified Request Amount Account Number Total Amount 10967 $1,950,000 - 20190001.555177 $1,950,000 $1,050,000 - 20190001.55518C $1,050,000 - $1,020,000 20190001.556530 $1,020,000 Total Revised Contract Amount $4,020,000 Prepared By: Terese Toomey, Principal Administrative Analyst Approved Forwarded to Council 5.K.b Packet Pg. 523 Attachment: Staff Report October 13, 2020 - APS Mod #1 (5741 : UASI 2021 and 2022 Grant Acceptance) 5 of 5 Attachments: A. Attachment A Staff Report Advanced Problem Solving Item 3 B 11.19.19 B. APS Oaks expires 6-18-21 5.K.b Packet Pg. 524 Attachment: Staff Report October 13, 2020 - APS Mod #1 (5741 : UASI 2021 and 2022 Grant Acceptance) City Council Report City Council Meeting: November 12, 2019 Agenda Item: 3.B 1 of 5 To: Mayor and City Council From: Bill Walker, Fire Chief, Fire Department Subject: Award Request for Proposal and enter into Agreement with Advanced Problem Solving, LLC for the Los Angeles Area Fire Chiefs Regional Training Group (LAAFCA RTG) Training Delivery Model Staff recommends that the City Council: 1. Award RFP# 210 to Advanced Problem Solving, LLC a California-based company for video and curriculum development services for the Los Angeles Area Fire Chiefs Regional Training Group (LAAFCA RTG); 2. Authorize the City Manager to negotiate and execute an agreement with Advanced Problem Solving, LLC, in an amount not to exceed $1,800,000 for three years, with two-additional one-year renewal options in the amount of $1,200,000, on the same terms and conditions for a total amount not to exceed $3,000,000 over a five-year period, with future year funding contingent on Council budget approval and contingent upon the Fire Department securing the associated grant funding. Summary The Los Angeles Area Fire Chief’s Association (LAAFCA) is comprised of thirty-one (31) fire chiefs throughout Los Angeles County. The Regional Training Group (RTG) is responsible for providing training through the Federal Homeland Security Grant Programs. In 2018, the City of Santa Monica Fire Department (SMFD) was awarded $600,000 from the State Homeland Security Grant Program (SHSGP) and Urban Area Security Initiative (UASI) grants. The Fire Department was awarded funding to be used for facilitation of a Training Delivery Model (TDM) encompassing Chemical, Biological, Radiological, Nuclear and Explosives (CBRNE) Training, for Hazardous Materials Training (HazMat), and for Urban Search and Rescue Training (USAR). The grant funds will cover the costs of the Fire Department’s facilitation of the RTG TDM; 5.K.c Packet Pg. 525 Attachment: Staff Report November 12, 2019 - APS Award (5741 : UASI 2021 and 2022 Grant Acceptance) 2 of 5 continued facilitation in future years will be contingent on the receipt of additional grant funds. The LAAFCA RTG facilitates and provides training videos and curriculum development to fire departments within Los Angeles County. Centralized regional training effectiveness requires continuing education with new curriculum and with streamlined, compatible technology. Local fire agencies are eligible to be awarded grant funding to achieve regional homeland security goals. SMFD has accepted a request by LAAFCA to coordinate and host the grant funding for the Regional Training Group Training Delivery Model (RTG TDM). Sponsorship of RTG TDM ensures that the City of Santa Monica remains a regional stakeholder and participant in upcoming training programming. Discussion The SHSGP and UASI programs focus on enhancing regional preparedness and capabilities in major metropolitan areas. SMFD received funds to facilitate the training delivery model to support the region’s core public safety missions as well as regional homeland security goals. The grant programs directly support the national priority of expanding regional collaboration within the National Preparedness Goal, which defines what it means for the whole community to be prepared for all types of disasters and emergencies. The grants are intended to assist participating jurisdictions in developing integrated regional systems for prevention, protection, response, and recovery from natural or man-made disasters. The SHSGP and UASI programs fund projects in 29 high-threat, high density areas selected by DHS. The UASI grant program was created to support large, "core" cities and those other cities with contiguous borders to the core city. The City of Los Angeles is the region's core city for the UASI grant and allocates funds to the City of Santa Monica. A regional working group and approval authority, made up of UASI stakeholders from throughout the Los Angeles-Long Beach Urban Area, are the 5.K.c Packet Pg. 526 Attachment: Staff Report November 12, 2019 - APS Award (5741 : UASI 2021 and 2022 Grant Acceptance) 3 of 5 governance bodies that determine which regional projects to submit to DHS for grant funding. The Fire Department would use $600,000 in funds to host Regional Training Group’s Training Delivery Model to provide a regional training platform. The grant programs are 100% federally funded by DHS and managed through the State of California's Office of Emergency Services. The City of Santa Monica has received over $12 million in DHS funding since 2003. These funds have been used to purchase necessary interoperable communication and infrastructure equipment, supplies, and training in direct support of overall regional goals to promote effective information gathering, sharing, and response to threats and/or acts of terrorism. The regional training platform’s online training content for use on a Learning Management System (LMS) is in support of the RTG’s TDM project. Advanced Problem Solving, LLC (APS) will produce six (6) online 30–60-minute training lessons annually that provide training on topics that contain CBRNE, HazMat, and USAR related content. In addition, APS will provide a LMS platform for delivering the online training content to those LAAFCA agencies electing to use the LMS. The online training content will be provided via the Sharable Content Object Reference Model format to upload into existing systems for those LAAFCA agencies electing not to use APS LMS. Furthermore, APS will provide professional project support which includes, but is not limited to, a video producer and video production team as well as an LMS administrator and LMS support team. Lastly, APS will fulfill other general requirements, as required. Vendor Selection Bidder Recommendation Best Bidder Advanced Problem Solving, LLC Evaluation Criteria Credentials/experience, competence/skill, capacity/ability to perform services promptly, sufficiency of financial/other resources, character/reputation, ability to provide future services as needed and price. Municipal Code SMMC 2.24.180 RFPs Received Advanced Problem Solving, LLC MySafeLA Focus EduVation Film Crafter 5.K.c Packet Pg. 527 Attachment: Staff Report November 12, 2019 - APS Award (5741 : UASI 2021 and 2022 Grant Acceptance) 4 of 5 Blue Ridge Fire Starter Picture Business Mudturtle RFP Data Posted On Posted On Advertised In (City Charter & SMMC) Vendors Downloaded Date Publicly Opened 01/11/2019 City's Online Bidding Site Santa Monica Daily Press 58 03/27/2019 Justification to Award An evaluation panel of five interagency representatives reviewed and ranked all eight of the proposals using the criteria set out in the RFP. Based on this criteria and criteria in SMMC 2.24.180, staff recommends Advanced Problem Solving, LLC (APS) as the best bidder to provide fire department video and curriculum services. As an industry leader in technology-driven training courses developed in conjunction with subject matter experts, APS offers the ability to fulfill project tasks and to submit a product in a user- friendly format. 5.K.c Packet Pg. 528 Attachment: Staff Report November 12, 2019 - APS Award (5741 : UASI 2021 and 2022 Grant Acceptance) 5 of 5 Financial Impacts and Budget Actions Staff seeks authority to approve funding from the Miscellaneous Grant Fund to award an agreement with Advanced Problem Solving, LLC. Professional Services Agreement Request FY 2019-20 Request Amount Account # Future Year Requests Total Amount $390,000 20190001.555177 (2018 SHSGP) $1,560,000 $1,950,000 $210,000 20190001.55518C (2018 UASI) $840,000 $1,050,000 Total Contract Amount $3,000,000 Future year funding is contingent on Council budget approval. Future year expenditures are also contingent on SMFD being awarded either SHSGP or UASI annual grant funds in the amount of $600,000 annually between the 2018 and 2022 grant funding cycles. If SMFD is not awarded these regional grant funds, SMFD is not obligated to fulfil the LAAFCA RTG Training Delivery Model contract. Staff is not requesting a budget appropriation at this time and staff will return to Council to formally accept the grant once the official agreement is received. Prepared By: Terese Toomey, Principal Administrative Analyst Approved Forwarded to Council Attachments: A. APS Oaks expires 6-5-20 5.K.c Packet Pg. 529 Attachment: Staff Report November 12, 2019 - APS Award (5741 : UASI 2021 and 2022 Grant Acceptance) Contract No. 10967 (CCS) CONTRACTUAL SERVICES AGREEMENT This Contractual Services Agreement (“Contract”), entered into as of _________________(“Execution Date”), by and between the CITY OF SANTA MONICA, a municipal corporation (“City”), and Advanced Problem Solving LLC (“APS” or “Consultant”), is made with reference to the following: RECITALS: A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the Constitution of the State of California and the Charter of the City. B. APS is qualified to do business, and is doing business, in the State of California. APS represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Contract. C. The City and APS desire to enter into an agreement for the APS to provide contractual services to the City as set forth herein, upon the terms and conditions set forth below. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: TERMS AND CONDITIONS 1. Term. This Agreement shall commence on the Execution Date and have an initial term of three (3) years. The City, at its option, may extend the term of this Agreement for two (2) additional one-year periods (“Option Years”) which, if exercised, shall run consecutively. The City shall give APS no less than thirty (30) days written notice of its intent to exercise its option to extend the term of this Agreement. This Agreement shall terminate upon the expiration of its term unless sooner terminated in accordance with Section 14. The term of this Agreement, including all Option Years, may not exceed five (5) years, and in no case shall last past June 30, 2024, upon which time the Agreement shall automatically terminate. 2. Consultant Services. APS will perform all of the services (“Services”) described in Exhibit A, Scope of Services. APS will complete the Services in accordance with Exhibit B, Budget. In addition to its obligation to perform all of the Services under this Agreement, APS shall comply with mandated Federal grant reporting guidelines that include: 2.1 Invoicing - The work performed by APS must be listed on the invoices submitted to the City and needs to specifically describe and directly correspond with the project work performed by APS. Invoicing shall provide as much itemized detail of the work performed as possible. DocuSign Envelope ID: 467C42ED-FC89-4004-B146-B5A0F60F5244 12/5/2019 5.K.d Packet Pg. 530 Attachment: CSA 10967 expires 12-05-22 [Revision 2] (5741 : UASI 2021 and 2022 Grant Acceptance) These include but are not limited to project start date(s), times, major milestones, work performed and project completion. All invoicing documentation submitted to the City by APS shall conform to the following sample invoice: Step name Associated documentation Invoicing Kick-off meeting Minutes reflecting meeting date and participants, identification of lead SME, identification of topic of TDM, and projected final delivery (go-live) date. Project outline meeting Minutes reflecting meeting date and participants plus reference to draft project plan. Draft project plan including name of lead SME, names of additional (potential) SMEs, names of assigned APS personnel (project manager, instructional designer, video producer, video director), topic of TDM and likely associated drill, and names of source materials identified by SMEs for topic. Project development meetings Draft lesson outline, including the following elements: draft drill plan, draft lesson summary, and draft media concepts. 25% Validation meeting Minutes reflecting meeting date and participants plus reference to proposed changes to draft lesson outline. Post-validation meeting revisions Revised (final, approved) lesson outline. 25% Media pre- production Media outlines and/or scripts. Media production List of media filming days including featured crews/personnel for each filming day, or equivalent in case of other media development. Media post- production (editing) Completed (final, approved) video files, animation files, or other media files as appropriate. 25% DocuSign Envelope ID: 467C42ED-FC89-4004-B146-B5A0F60F5244 5.K.d Packet Pg. 531 Attachment: CSA 10967 expires 12-05-22 [Revision 2] (5741 : UASI 2021 and 2022 Grant Acceptance) Online lesson pre-production Storyboards, lesson printout or equivalent. Online lesson production SCORM files 25% 2.2 Meetings – all meetings shall include agendas with the reason for the meeting, meeting minutes with attendees, meeting dates and times. 2.3 Files - Provide digital and hard copies of all final projects that include project planning notes, Training Delivery Model (TDM) outlines, video scripts, lesson plans, drill videos and Shareable Content Object Reference Model (SCORM) files. 2.4 All documentation provided by APS shall tie directly to an invoice. 2.5 In the event that federal grant documentation guidelines change, APS agrees to comply with any required documentation request made by the City. 3. City Services. The City agrees to: 3.1 Make available to APS any existing documents, data, or information reasonably necessary for the performance of the Services. 3.2 Designate a representative authorized to act on behalf of City. 3.3 Promptly examine and render findings on all documents submitted for staff review by APS. 4. Compensation. The City will compensate APS for the Services performed in an amount not to exceed $1,800,000 for the term of this agreement in accordance with Budget attached as Exhibit B. The total amount of compensation for Services Rendered during Original Term and all the Extension Terms, if any, shall not exceed $3,000,000 as set forth in Exhibit B. 5. Invoices. Invoices sent to the City under this Agreement shall conform to the requirements of Section 2.1 of this Agreement. In addition, APS will invoice the City for the Services in accordance with Exhibit B and the City will pay undisputed invoices within 30 days of receipt. 6. Notices. All notices, demands, requests or approvals to be given under this Agreement, must be in writing and will be deemed served when delivered personally, by email, or on the third business day after deposit in the United States mail, postage prepaid, registered or certified, addressed as follows: 6.1 All notices, demands, requests or approvals to the City: Santa Monica Fire Department City of Santa Monica DocuSign Envelope ID: 467C42ED-FC89-4004-B146-B5A0F60F5244 5.K.d Packet Pg. 532 Attachment: CSA 10967 expires 12-05-22 [Revision 2] (5741 : UASI 2021 and 2022 Grant Acceptance) 333 Olympic Drive Santa Monica, California 90401 Attention: Tom Clemo – Deputy Fire Chief Re: Contract No. 10967 (CCS) with a copy to: Santa Monica City Attorney’s Office 1685 Main Street, Third Floor Santa Monica, California 90401 Attention: City Attorney Re: Contract No. 10967 (CCS) 6.2 All notices, demands, requests or approvals to APS: ADVANCED PROBLEM SOLVING LLC Sepulveda Center 3415 South Sepulveda Blvd, Suite 1100 Los Angeles, CA 90034 Attn: Dave Andrews 310-881-2746 Re: Contract No. 10967 (CCS) 7. Independent Parties. Both parties to this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers of one another. Neither the City nor its officers or employees will have any control over the conduct of APS or any of APS’s agents, employees, or subconsultants, except as otherwise provided in this Agreement. 8. Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement. This Agreement may be modified only by written agreement signed by the City and APS and approved as to form by the City Attorney. 9. Insurance. Prior to commencing work, APS must procure, maintain and pay for insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the Services by APS or its agents, representatives, employees or subconsultants for the duration of this Agreement. APS must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit C, Insurance Requirements and Verifications. 10. Defense and Indemnification. DocuSign Envelope ID: 467C42ED-FC89-4004-B146-B5A0F60F5244 5.K.d Packet Pg. 533 Attachment: CSA 10967 expires 12-05-22 [Revision 2] (5741 : UASI 2021 and 2022 Grant Acceptance) 10.1 APS agrees to defend, indemnify, protect, and hold harmless the City, its agents, officers, boards and commissions, and employees (collectively, “City”) from and against any and all liability, claims, demands, damages, or costs, including but not limited to attorney’s fees, or payments for injury to any person or property (collectively, “Losses”) caused or claimed to be caused by the act, errors, and/or omissions of APS or its employees, agents, officers, and subconsultants. APS’s responsibilities under this Section 10.1 include liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, which may be in combination with the acts or omissions of APS, its employees, agents or officers, or subconsultants; provided, however, that APS’s duty to defend, indemnify, protect and hold harmless the City shall not include any Losses arising from the sole negligence or willful misconduct of the City. Notwithstanding ADVANCED PROBLEM SOLVING LLC’s obligation to defend the City hereunder, the City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from APS, if City chooses to do so. 10.2 Enforcement Costs. APS agrees to pay any and all costs the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 10.1. 11. Prohibition Against Transfers. 11.1 APS may not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any attempt to do so without the City’s consent will be null and void, and any assignee, hypothecatee or transferee acquires no right or interest by reason of such attempted assignment, hypothecation or transfer. 11.2 The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of APS or of any general partner or joint venturer or syndicate member of APS, if a partnership or joint venture or syndicate exists, which results in changing the control of APS, will be construed as an assignment of this Agreement. Control means 50% or more of the voting power of the corporation. 12. Permits and Licenses. APS, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses and certificates. 13. Waiver. A waiver of any breach of this Agreement may not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition of this Agreement. 14. Default and Termination. 14.1 If APS fails to perform, or refuses to perform, any of its obligations under this Agreement, and if such default is not cured—nor any efforts commenced by APS to reasonably cure— within a period of five (5) days after the City’s written notice of default specifying the nature DocuSign Envelope ID: 467C42ED-FC89-4004-B146-B5A0F60F5244 5.K.d Packet Pg. 534 Attachment: CSA 10967 expires 12-05-22 [Revision 2] (5741 : UASI 2021 and 2022 Grant Acceptance) of the default is sent to APS, the City may immediately terminate this Agreement upon written notice to APS. 14.2 Irrespective a default of this Agreement, the City has the option, at its sole discretion and without cause, of terminating this Agreement by giving APS ten days written notice. Upon termination of this Agreement, City will pay APS any compensation earned and unpaid up to the effective date of termination. 15. Compliance with Law. APS must comply with all laws of the State of California and the United States, and all ordinances, rules and regulations enacted or issued by City. 16. Discrimination. APS may not discriminate in the provision of services hereunder because of race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability. 17. Nuisance. APS may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement. 18. Records. 18.1 APS must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by the City for any services provided where compensation is on the basis of hourly rates, subconsultant costs, or other direct costs. APS must keep the records, together with supporting documents, separate from other documents and records and maintain them for a period of three years after receipt of final payment. 18.2 APS must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles. APS must clearly identify all records and make them readily accessible to the City. At the City’s request, APS must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records. 18.3 APS must allow the City to have free access to APS’s books and records and to inspect all work, data, documents, proceedings and activities related to this Agreement. The City has the right to examine or audit APS’s records, and APS agrees to cooperate with any examination or audit of its records. If a City audit discloses an error of 5% or more in information reported by APS, APS agrees to pay the cost of the City’s audit computed on the basis of four times the direct payroll of the audit staff completing the audit and audit report. 19. Work Product; Reports. 19.1 Any work product prepared or caused to be prepared by APS or any subconsultant for this Agreement will be the exclusive property of City. No work product given to or prepared by DocuSign Envelope ID: 467C42ED-FC89-4004-B146-B5A0F60F5244 5.K.d Packet Pg. 535 Attachment: CSA 10967 expires 12-05-22 [Revision 2] (5741 : UASI 2021 and 2022 Grant Acceptance) APS or any subconsultant pursuant to this Agreement may be made available to any individual or organization by APS without prior written approval by City. 19.2 At the City’s request, APS must furnish reports concerning the status of the Services. 20. Standard of Care. APS agrees to provide all Services, including services performed by any subconsultant, in a manner consistent with the level of care and skill ordinarily exercised by members of APS’s profession currently practicing in the same locality under similar conditions. 21. Subconsultants. 21.1 If APS proposes to have any subconsultant perform any part of the Services, APS must submit a request for approval in writing, describing the scope of work to be subcontracted, the name of the proposed subconsultant, and the total price or hourly rates used in preparing an estimated cost for the subconsultant’s services. The City, in its sole discretion, may grant or deny the request. 21.2 APS will be responsible for the quality of any subconsultant’s work. Every subcontract or agreement of any kind entered into between APS and any subconsultant (or between any subconsultant and others) must contain the following provision: This agreement is consistent with all terms and conditions of the Agreement No. 10967 (CCS) entered into between the City of Santa Monica and APS on^^____________________. 22. Governing Law. The laws of the State of California, without regard to any choice of law provisions, will govern this Agreement. 23. Venue and Jurisdiction. The City and APS agree that the Services will take place in Los Angeles County. Any litigation arising out of this Agreement may only be brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate. The parties agree that venue exists in either court, and each party expressly waives any right to transfer to another venue. The parties further agree that either court will have personal jurisdiction over the parties to this Agreement. 24. Survival of Provisions and Obligations. Any provision of this Agreement, which by its nature must be exercised after termination of this Agreement, will survive termination and remain effective for a reasonable time. Any obligation that accrued prior to termination of this Agreement will survive termination of this Agreement. DocuSign Envelope ID: 467C42ED-FC89-4004-B146-B5A0F60F5244 12/5/2019 5.K.d Packet Pg. 536 Attachment: CSA 10967 expires 12-05-22 [Revision 2] (5741 : UASI 2021 and 2022 Grant Acceptance) 25. Exhibits. The following exhibits are incorporated by reference into this Contract as though fully set forth herein. Exhibit A Scope of Services Exhibit B Budget Exhibit C Insurance Requirements In witness whereof, the parties have caused this Agreement to be executed the day and year first above written. ATTEST: ______________________________ DENISE ANDERSON-WARREN City Clerk APPROVED AS TO FORM: ______________________________ LANE DILG City Attorney CITY OF SANTA MONICA, a municipal corporation By: ______________________________ RICK COLE City Manager ABC Corporation #VENDOR By: ________________________________ DocuSign Envelope ID: 467C42ED-FC89-4004-B146-B5A0F60F5244 City Attorney 11/26/2019 Lane Dilg 11/27/2019 Sr. Director, Business Development Advanced Problem Solving LLC (APS). David Andrews Rick Cole 12/5/2019 City Manager 12/5/2019 Denise Anderson-Warren City Clerk 5.K.d Packet Pg. 537 Attachment: CSA 10967 expires 12-05-22 [Revision 2] (5741 : UASI 2021 and 2022 Grant Acceptance) Exhibit A Scope of Services Personnel APS shall make available the following personnel to provide to the City the Services required under this Agreement: Contractor Project Manager: David Andrews Lead instructional designer: Jay Bostwick Video producer: Jessica Ristic Video director: Eric Jackson Content developer: Kerrie Dunn Project Work Plan The Scope of Work for this Agreement has four sections: 1. Training Content 2. Content Delivery 3. Project Support 4. General Requirements Requirements for Training Content APS shall produce six (6) online training lessons annually of approximately 30-60 minutes each on topics with Chemical, Biological, Radiological, Nuclear and Explosive (CBRNE) related content, and shall do so using an industry standard Learning Management System (“LMS”). APS shall also develop and make available the following:  A high-quality, fast-paced introductory video showing 'what right looks like.'  A high-quality, fast-paced sample drill video showing a company from the Los Angeles Area performing the drill described in the drill plan accompanying the lesson.  A high-quality, fast-paced trailer video showing a condensed version of the 'what right looks like' video and the sample drill video.  Videos shall incorporate high-quality graphics and motion graphics as appropriate.  Online lessons should be based on the “SCORM” (Sharable Content Object Reference Model) e-learning standard and should provide cognitive instruction on the subject matter. DocuSign Envelope ID: 467C42ED-FC89-4004-B146-B5A0F60F5244 5.K.d Packet Pg. 538 Attachment: CSA 10967 expires 12-05-22 [Revision 2] (5741 : UASI 2021 and 2022 Grant Acceptance)  Post-lesson tests should also be based on SCORM and should assess the learner's mastery of core concepts covered in the online lesson.  A drill plan outlining Terminal Learning Objectives (“TLO”) and Enabling Learning Objectives (“ELO”) for a hands-on drill associated with the cognitive lesson content covered in the online lesson." In addition, the City may require either or both of the following in conjunction with each training delivery:  Job aids as directed by the Regional Training Group (“RTG”) for development by the Contractor.  Links to additional pre-existing resources as identified by the RTG. Furthermore, the first delivery of training content is shall be posted online within 4-6 months of the Execution Date, with subsequent deliveries of training content to be completed and posted at two-month intervals thereafter. Online lessons shall be designed by professional instructional designers and developed in Articulate's Storyline 360. Storyline 360 should be also be based on the SCORM standard. Any lesson developed with this software should include the functionality of being capable of upload to any modern Learning Management System. Online lessons should generally last between 30 and 60 minutes. Online lessons may include the following topics:  Active Shooter  After Action Reviews  Clandestine Labs  Coordinated Response to Wildland Firefighting  Interoperable Communications  Managing a Hazardous Materials Incident  MCI Communication  MCI Triage  Metro Rail Incident Response  The Risk Management Process  Standards of Command  Synthetic Opioids  Transitional Attack  Wind-Driven Brush Fires Online lessons should also include the following components when possible: DocuSign Envelope ID: 467C42ED-FC89-4004-B146-B5A0F60F5244 5.K.d Packet Pg. 539 Attachment: CSA 10967 expires 12-05-22 [Revision 2] (5741 : UASI 2021 and 2022 Grant Acceptance)  Scenario-based learning exercises, requiring users to apply general principles to real-world situations.  Speed bump questions (sometimes called "knowledge checks"), including detailed feedback depending on the user's response.  Illustrative extracts from the "what right looks like" video. These extracts illustrate key learning points and demonstrate appropriate actions. Online lessons should use professional voiceover actors for audio content as well as high quality graphics and motion graphics for visual effects. For each online lesson, APS shall provide the City with SCORM-based post-tests. The post-tests should incorporate the following features:  10 questions randomly selected from test banks of 15-20 questions each.  Randomized sequence of responses to each of these questions. APS shall integrate drill plans for into the lessons with ELOs and TLOs consistent with the guidelines provided by State Fire Training. APS shall also prepare drill plan guidance materials for organizing and conducting drills on assigned topics; and, when applicable, APS shall also provide job aids to accompany the lessons. The format and substance of the training content requirements may be modified to reflect changing grant requirements and/or changing needs of the RTG. In such cases the Contractor will be required to provide an equivalent work effort to what is described in the Training Content and Content Delivery description of the original RFP Content Delivery APS the shall make the first delivery of training content to the City by posting it online within 4-6 months of the Execution Date. Subsequent deliveries of training content by APS shall be posted online every two months starting after the first delivery and until all training content required under this Agreement is completed by APS. APS shall make all reasonable efforts to ensure that the lessons created for the RTG will remain accessible to end users using the latest versions of popular internet web browsers. APS shall provide an LMS for delivering training content to up to 10,000 end users (firefighters). APS shall also provide SCORM files containing the training content for those agencies electing not to use the LMS. The LMS developed by APS must have a user-friendly interface and should include the following features and functionality:  APS’ LMS be device agnostic and be accessible from PC or Mac, tablet or smartphone. DocuSign Envelope ID: 467C42ED-FC89-4004-B146-B5A0F60F5244 5.K.d Packet Pg. 540 Attachment: CSA 10967 expires 12-05-22 [Revision 2] (5741 : UASI 2021 and 2022 Grant Acceptance)  APS' LMS should be able to include additional agency-specific content on each lesson topic to the LMS with content accessible only to those agencies' personnel.  APS’ LMS must have the ability to restrict access for certain content based on the end users' level of authorized privileges (e.g., Administration). The LMS should allow for the agency to designate one or more agency representatives as administrators within the agency's portal.  APS’ LMS should allow for individual agencies to monitor the performance (access dates, completion rates, post-test scores) of their personnel. Instructors should have the ability to create live calendared training events and manage attendance at those events.  APS’ LMS should allow for performance reports to be available for review in real time as well as in the form of either weekly or monthly reports that can be generated and sent by email. Agency supervisors should be able to mark lessons viewed by their personnel as complete or as partially complete.  APS' LMS should allow end users, upon completion of each course, to print a customized certificate with the name of the course, the end user's own name and agency affiliation, the date of course completion, and a transcript that lists the history of all course enrollments and completions.  APS’ LMS must allow for all lessons and lesson completion records to be accessible for one year from the date that the last lesson is launched on the LMS.  APS’ LMS should provide each agency with its own customizable portal that is accessible only to that agency’s personnel and is able to have agency content uploaded to it. Project Support In support of the Services provided to the City under this Agreement, APS shall provide the following:  A lead instructional designer and instructional design team. These individuals will work with local Subject Matter Experts (SMEs) under the direction of the RTG Project Manager. These local SMEs will be identified by the RTG from the 30 agencies in Los Angeles Area Fire Chiefs Association (“LAAFCA”) to assist the Lead Instructional Designer in the development of scripts for the videos and the online lesson as well as other associated materials.  A video producer and video production team. These individuals will produce videos based on video scripts developed by the instructional design team and approved by the RTG. The video producer will work with the RTG Project Manager, or with other personnel assigned by the RTG Project Manager, to coordinate with the LAAFCA agency fire crews that wilt be featured in the videos. DocuSign Envelope ID: 467C42ED-FC89-4004-B146-B5A0F60F5244 5.K.d Packet Pg. 541 Attachment: CSA 10967 expires 12-05-22 [Revision 2] (5741 : UASI 2021 and 2022 Grant Acceptance)  A course developer and course development team. These individuals will produce online courses based on lesson scripts or storyboards developed by the instructional design team and incorporating media created by the video production team as well as other team members. The lessons will be developed in SCORM-based format using Articulate, Captivate, or a similar high-end program for creating online lesson content.  An LMS administrator and support team. These individuals will upload courses created under this contract to the Contractor's LMS and ensure that they remain accessible. They shall also provide SCORM-formatted versions of the courses and supporting materials for upload to existing LMS systems for those agencies electing not to use the Contractor's LMS.  A project manager as the representative for APS (“APS Project Manager”). This individual will work in collaboration with the RTG Project Manager to ensure that timelines and quality standards are maintained to the RTG's satisfaction. In addition, the APS Project Manager, lead instructional designer, video producer, course developer and LMS administrator should each be experienced in their respective fields of expertise, with appropriate professional credentials and experience performing identified above or other tasks that are substantially similar for a minimum of 3 years. General Requirements APS shall also adhere to, comply with, and fulfill the following requirements of the Services to be provided under this Agreement:  APS shall provide excellent customer service to the RTG as well as to the individual end users that use APS’ LMS.  At the request of the City, APS shall surrender and turn over to the City any and all content, curriculum, videos, training materials, or products related to, or produced by APS in conjunction with, the Services required under this Agreement. Said content and materials shall be the property of the LAAFCA.  If during the provision of the Services under this Agreement APS desires to hire additional and non-local SMEs to assist with the development of lesson content and associated materials, APS shall recruit and hire all non-local SMEs at APS’ own expense. The names and qualifications of all non-local SMEs must be submitted to the RTG Project Manager for review and approval prior to APS engaging the services of the non-local SME.  The format and substance of the training content required by this Exhibit A – Scope of Services may be modified to reflect changing grant requirements and/or changing needs of the RTG. In such event APS shall provide an equivalent work product to what is described in this Scope of Services. DocuSign Envelope ID: 467C42ED-FC89-4004-B146-B5A0F60F5244 5.K.d Packet Pg. 542 Attachment: CSA 10967 expires 12-05-22 [Revision 2] (5741 : UASI 2021 and 2022 Grant Acceptance) DocuSign Envelope ID: 467C42ED-FC89-4004-B146-B5A0F60F5244 5.K.d Packet Pg. 543 Attachment: CSA 10967 expires 12-05-22 [Revision 2] (5741 : UASI 2021 and 2022 Grant Acceptance) Exhibit B Budget COST PROPOSAL FOR RFP 210 A. Annual cost of providing an LMS for up to 10,000 end users: $72,000 This cost includes the following (per the Scope of Work):  Providing an LMS for delivering the training content to up to 10,000 end users (firefighters) from those LAAFCA agencies electing to use the Contractor’s LMS.  Providing SCORM files containing the training content for those agencies electing not to use the Contractor’s LMS. B. Cost per lesson as described in the Scope of Work: $88,000 C. Total annual fee: A + (B x 6) = $600,000 This per-lesson cost is for each of six (6) online training lessons annually of approximately 30-60 minutes each on topics with CBRNE-related content for delivery via an LMS. This per-lesson cost will apply regardless of whether the format and/or substance of the training requirements remain as outlined in Exhibit A or are modified to reflect changing grant requirements and/or changing needs of the RTG, and provided that any such changes are limited to an equivalent work product as described in Exhibit A. The City will compensate Advanced Problem Solving LLC for the Services performed in an amount not to exceed $1,800,000 for the term of this agreement in accordance with Budget attached as Exhibit B. The total amount of compensation for Services Rendered during Original Term and all the Extension Terms, if any, shall not exceed $3,000,000 as set forth in Exhibit B. DocuSign Envelope ID: 467C42ED-FC89-4004-B146-B5A0F60F5244 5.K.d Packet Pg. 544 Attachment: CSA 10967 expires 12-05-22 [Revision 2] (5741 : UASI 2021 and 2022 Grant Acceptance) Exhibit C Insurance Requirements Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees or subcontractors. Minimum Scope and Limits of Insurance Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury, with limits of no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (Insurance Services Office Form CG 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and Code 9 (non-owned), with limits of no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: Workers’ Compensation insurance as required by the State of California, with Statutory Limits and Employers’ Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease (see footnote #1). If the Consultant maintains broader coverage or higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to any broader coverage and higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Monica. Other Insurance Provisions 1. The insurance policies are to contain, or be endorsed to contain, the following provisions: a. Additional Insured Status: The City of Santa Monica, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Consultant including materials, parts, or equipment furnished in connection with such work or operations. CGL coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as Insurance Services Office Form CG 20 10 11 85, or if not available, through the addition of a combination of (1) CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and (2) CG 20 37). DocuSign Envelope ID: 467C42ED-FC89-4004-B146-B5A0F60F5244 5.K.d Packet Pg. 545 Attachment: CSA 10967 expires 12-05-22 [Revision 2] (5741 : UASI 2021 and 2022 Grant Acceptance) b. Primary Coverage: For any claims related to this Agreement, the Consultant’s insurance shall be primary coverage at least as broad as Insurance Services Offices Form CG 20 01 04 13 as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of the Consultant’s insurance and shall not contribute with it. c. Notice of Cancellation: Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica. d. Waiver of Subrogation: Consultant hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Consultant may acquire against the City of Santa Monica by virtue of payment of any loss. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City of Santa Monica. The City of Santa Monica may require the Consultant to purchase coverage with a lower retention or provide satisfactory proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self- insured retention may be satisfied by either the named insured or City of Santa Monica. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to the City of Santa Monica. Verification of Coverage Consultant shall furnish the City of Santa Monica with original certificates and amendatory endorsements (or copies of the applicable policy language effecting coverage provided by this clause). All certificates and endorsements are to be received and approved by the City of Santa Monica before work commences. However, failure to obtain required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. The City of Santa Monica reserves the right to require complete, certified copies of all required insurance policies, including the endorsements required herein, at any time. Failure to Maintain Insurance Coverage If Consultant, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of contract. The City of Santa Monica, at its DocuSign Envelope ID: 467C42ED-FC89-4004-B146-B5A0F60F5244 5.K.d Packet Pg. 546 Attachment: CSA 10967 expires 12-05-22 [Revision 2] (5741 : UASI 2021 and 2022 Grant Acceptance) sole option, may terminate this Agreement and obtain damages from the Consultant resulting from said breach. Subcontractors Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. All exceptions must be approved in writing by the Risk Manager. Footnotes # 1: Workers’ Compensation insurance coverage is not required if the Consultant does not have employees. The Consultant must, however, execute the City’s Workers’ Compensation Coverage Exemption Declaration Form. DocuSign Envelope ID: 467C42ED-FC89-4004-B146-B5A0F60F5244 5.K.d Packet Pg. 547 Attachment: CSA 10967 expires 12-05-22 [Revision 2] (5741 : UASI 2021 and 2022 Grant Acceptance) 1 FIRST MODIFICATION OF AGREEMENT NO. 10967 (CCS) This First Modification of Agreement Number 10967 (CCS) (“First Modification”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and Advanced Problem Solving LLS (APS or Contractor) is made with reference to the following: RECITALS A. On or about December 5, 2019, the City and APS entered into Agreement Num- ber 10967 (CCS) for Training Delivery Model on behalf of the Los Angeles Area Fire Chiefs Regional Training Group (LAAFCA RTG) (“Original Agreement”). B. The City and APS desire to modify the Original Agreement to (include additional services to be performed by APS and to increase the contract price to pay for those additional services). TERMS AND CONDITIONS Now, therefore, the undersigned parties do hereby mutually agree to modify the Orig- inal Agreement as follows: 1. Section 2 of the Original Agreement entitled “APS Services” shall be modified by adding the following paragraph: Additional Services. APS will perform all of the additional services (“Additional Services”) described in Exhibit A-1, Scope of Services. APS will complete the Additional Services in accordance with Exhibit B-1, Budget. 2. Section 4 of the Original Agreement entitled “Compensation” shall be modified by adding the following paragraph: Compensation. The City will compensate APS for the Additional Ser- vices in an amount not to exceed $1,020,000 as set forth in Exhibit B- 1. The total contract price for services pursuant to the Original Agree- ment and this First Modification shall not exceed $4,020,000. 3. Exhibit A-1 and Exhibit B-1 are attached hereto incorporated herein by this refer- ence. DocuSign Envelope ID: 686DD18D-FC76-44E9-939F-C1C1DCAEA9DC 11/16/2020 5.K.e Packet Pg. 548 Attachment: CSA First Modification with APS 10967 (5741 : UASI 2021 and 2022 Grant Acceptance) 2 4. Except as expressly modified by this First Modification, all other terms and condi- tions of the Original Agreement shall be and remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this First Modification as of the date and year first written above. ATTEST: ______________________________ DENISE ANDERSON-WARREN City Clerk APPROVED AS TO FORM: ______________________________ LANE DILG City Attorney CITY OF SANTA MONICA, a municipal corporation By: ______________________________ RICK COLE City Manager APS Corporation ENDOR Advanced Problem Solving LLC (APS) By: _______________________________ DocuSign Envelope ID: 686DD18D-FC76-44E9-939F-C1C1DCAEA9DC Interim City Attorney 11/12/2020George Cardona Sr. Director, Business Development 11/12/2020David M. Andrews Interim City Manager 11/16/2020Lane Dilg11/23/2020Denise Anderson-Warren City Clerk 5.K.e Packet Pg. 549 Attachment: CSA First Modification with APS 10967 (5741 : UASI 2021 and 2022 Grant Acceptance) 3 Exhibit A-1 Scope of Services The additional funding provided by Los Angeles County Measure B funds will be used to collaboratively develop and deliver a comprehensive bioterrorism training program target- ed for first responders, public health officers, healthcare workers, and emergency manag- ers to improve the all-hazards readiness in Los Angeles County. Online Curriculum Development: Full instructional design support (instructional design services, course development ser- vices, quality assurance testing, etc.) for development of a 4-hour online curriculum on bioterrorism, with subject matter experts to be provided by LAAFCA. Curriculum to be organized into approximately 4 to 8 modules (number to be determined by LAAFCA RTG), with each module developed in Storyline 360 by Articulate. Curriculum to include: •Scenario-based learning exercises, requiring users to apply general principles to re- al-world situations. •One or more “what right looks like” videos demonstrating appropriate assessment and response procedures, with Illustrative extracts from these videos incorporated into lesson modules in order to demonstrate key learning points. •Other video content as appropriate, with total finished video content not to ex- ceed 8 minutes per hour of online content (32 minutes total). •Speed bump questions (sometimes called “knowledge checks”), including detailed feedback depending on the user’s response. •A post-test consisting of at least 10 questions randomly selected from a test bank of at least 15-20 questions, including randomized sequence of responses to each of these questions. Video Production Services: Full video production services for the following products: •Up to eight (8) different customized versions of a 3-5 minute commercial quality video informing different target audiences about the training efforts being under- taken by personnel from multiple disciplines to provide a coordinated response in the event of bioterrorism attack or incident in the Los Angeles area. •The video will feature leaders from multiple disciplines and/or target audiences; background footage (b-roll) from the greater Los Angeles region, including signifi- cant drone footage; and selected stock footage of actual emergency responses as appropriate (after securing necessary copyright permissions). DocuSign Envelope ID: 686DD18D-FC76-44E9-939F-C1C1DCAEA9DC 5.K.e Packet Pg. 550 Attachment: CSA First Modification with APS 10967 (5741 : UASI 2021 and 2022 Grant Acceptance) 4 •Each version of the video will be short (approximately 3-5 minutes long) in order to maximize its impact. Accordingly, not all officials who have been filmed will appear in every version of the video. •Due to the different versions of the video that will be created, we anticipate ap- proximately 30 minutes of finished video product in total. This SOW covers all pre-production, production and post-production costs, including the following: •Project manager overseeing all aspects of this project, including coordination of the video component with the online training component. •Instructional designer/script writer who will work with SMEs provided by the LAARTG to develop the finished script for the product. •Video producer, director, crew, editors. •Additional support staff as necessary. Online Training Platform: Learning Management System (LMS) standard subscription fee includes all standard APS LMS features (user support, admin support, branded portals, automated enrollment and due date reminder messages, manager reporting capabilities, etc.). LMS standard subscription for up to 35,000 subscribers. Implementation will consist of input of first name, last name and email address for each user. No data migration (importation of user information or course histories from any prior Learning Management System) is included as part of this implementation. DocuSign Envelope ID: 686DD18D-FC76-44E9-939F-C1C1DCAEA9DC 5.K.e Packet Pg. 551 Attachment: CSA First Modification with APS 10967 (5741 : UASI 2021 and 2022 Grant Acceptance) 5 Exhibit B-1 Budget The City will compensate Advanced Problem Solving LLC for the Services performed as noted in Exhibit A-1 in an amount not to exceed $1,020,000 for the term of this agreement. A.Annual cost of providing an LMS for up to 35,000 end users: $370,000 This cost includes the following per the Scope of Work: •Providing an LMS for delivering the training content to up to 35,000 end users from all County agencies electing to use the Contractor’s LMS. •Providing SCORM files containing the training content for those agencies electing not to use the Contractor’s LMS. B.Cost per eight modules $81,250 as described in the Scope of Work for a total of $650,000 C.Total annual fee: A + B = $1,020,000 This per-lesson cost is for each of eight (8) online training lessons of approximately 30-60 minutes each on topics with bioterrorism related content for delivery via an LMS. This per-lesson cost will apply regardless of whether the format and/or substance of the training requirements remain as outlined in Exhibit A-1 or are modified to reflect changing grant requirements and/or changing needs of the RTG, and provided that any such changes are limited to an equivalent work product as described in Exhibit A-1 DocuSign Envelope ID: 686DD18D-FC76-44E9-939F-C1C1DCAEA9DC 5.K.e Packet Pg. 552 Attachment: CSA First Modification with APS 10967 (5741 : UASI 2021 and 2022 Grant Acceptance) Bioterrorism Training Program Page 1 Agreement No.: ______________ MEMORANDUM OF AGREEMENT FOR BIOTERRORISM TRAINING PROGRAM THIS MEMORANDUM OF AGREEMENT (hereafter "MOA") is made and entered into this _________ day of ________________, 2020, By and between COUNTY OF LOS ANGELES (hereafter "County"), And CITY OF SANTA MONICA ON BEHALF OF THE SANTA MONICA FIRE DEPARTMENT (hereafter "Provider"). Business Address: 333 Olympic Drive Santa Monica, CA 90401 WHEREAS, pursuant to the authority granted under the Emergency Medical Services and Prehospital Emergency Medical Care Personnel Act (Health & Saf. Code, § 1797, et seq., hereinafter referred to as the "Act"), the County has established and maintains, through the County's Department of Health Services' (DHS) Emergency Medical Services Agency (EMS Agency), an advanced life support (ALS) system for Emergency Paramedic Transportation Services; and WHEREAS, under the California Health and Safety (H&S) Code, Division 2.5, Chapter 4, Article 1, Section 1797.204 the local EMS Agency shall plan, implement, and evaluate an emergency medical services system, in accordance with the provisions of this part, consisting of an organized pattern of readiness and response services based on public and private agreements and operational procedures; and WHEREAS, the Santa Monica Fire Department shall host the Los Angeles Area Regional Training Group on behalf of the Los Angeles Area Fire Chief's Association, to collaboratively develop and deliver a comprehensive bioterrorism training program targeted for first responders, public health officers, healthcare workers, and emergency managers to improve the all-hazards readiness in Los Angeles County; and DocuSign Envelope ID: 686DD18D-FC76-44E9-939F-C1C1DCAEA9DC 5.K.e Packet Pg. 553 Attachment: CSA First Modification with APS 10967 (5741 : UASI 2021 and 2022 Grant Acceptance) Bioterrorism Training Program Page 2 WHEREAS, Provider presented a proposal to County's Measure B Advisory Board to fund the development and delivery of mission-specific training courses to improve the all-hazards readiness of Los Angeles-area emergency response personnel using unallocated Measure B funds from Fiscal Year 2019-2020; and WHEREAS, on February 11, 2020, County's Board of Supervisors approved Measure B funding for an amount of up to $1,322,000 to develop the necessary training to support the Los Angeles region in responding to a bioterrorist emergency. NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: 1.0 SCOPE 1.1 Provider shall develop, and for which County shall reimburse Provider with Measure B funding, mission-specific training courses to improve the all-hazard readiness of Los Angeles-area emergency response personnel. 1.2 Courses shall be designed to teach enhanced skills, including a deeper understanding of bioterrorism incidents. 1.3 Additionally, bioterrorism training will include provision for Train-the-Trainer methods of instruction to allow participant personnel to further support their agencies by serving as instructors, which allows the building of capacity for continuous training of new personnel within the Los Angeles area. 1.4 Program delivery shall be conducted through video, classroom, and online sessions. 2.0 TERM 2.1 The term of this MOA is effective upon the date of execution by the Director of Health Services (Director), or designee. This MOA shall expire on June 30, 2021 unless sooner extended or terminated, in whole or in part, as provided herein. 2.2 In any event, this MOA may be terminated at any time by either party by giving at least thirty (30) calendar days advance written notice to the other party. 3.0 PAYMENT AND INVOICES 3.1 County's maximum reimbursement amount to Provider for the development and delivery of this training shall not exceed One Million, Three Hundred Twenty-Two Thousand Dollars ($1,322,000). 3.2 County shall not reimburse Provider for the delivery of this training to the extent that Provider receives funding from any other grant or third-party DocuSign Envelope ID: 686DD18D-FC76-44E9-939F-C1C1DCAEA9DC 5.K.e Packet Pg. 554 Attachment: CSA First Modification with APS 10967 (5741 : UASI 2021 and 2022 Grant Acceptance) Bioterrorism Training Program Page 3 source to offset the cost. 3.3 Provider shall submit copies of invoice(s) with proof of payment to the County that clearly reflects and provides details for the purchase. Invoice(s) and proof of vendor payment shall be forwarded to County via United States Postal Service, facsimile transmission [(562) 941-2397], or e-mail transmission (kfruhwirth@dhs.lacounty.gov) within thirty (30) days after payment to the vendor to the following address: Department of Health Services Emergency Medical Services Agency 10100 Pioneer Blvd., Suite 200 Santa Fe Springs, CA 90670 Attn: Kay Fruhwirth, County's Project Director 3.3.1 County Approval of Invoices All invoices submitted by Provider for payment must have the written approval of the County's Project Director prior to any payment thereof. In no event shall the County be liable or responsible for any payment prior to such written approval. Approval for payment will not be unreasonably withheld. 3.3.2 County shall reimburse Provider within ninety (90) days of receipt of complete and correct invoice(s), including Provider's purchase order(s) and proof of payment from Provider for allowable service costs. 4.0 COUNTY ADMINISTRATION 4.1 Director shall have the authority to administer this MOA on behalf of the County. Director retains professional and administrative responsibility for the services rendered under this MOA. 4.2 County's Project Director shall be responsible for ensuring that the objectives of this MOA are met and providing direction to the Provider in the areas relating to County policy, information requirements, and procedural requirements. County's Project Director is: Kay Fruhwirth Department of Health Services Emergency Medical Services Agency 10100 Pioneer Blvd., Suite 200 Santa Fe Springs, CA 90670 Telephone: (562) 378-1596 E-mail: kfruhwirth@dhs.lacounty.gov DocuSign Envelope ID: 686DD18D-FC76-44E9-939F-C1C1DCAEA9DC 5.K.e Packet Pg. 555 Attachment: CSA First Modification with APS 10967 (5741 : UASI 2021 and 2022 Grant Acceptance) Bioterrorism Training Program Page 4 4.3 County shall notify Provider in writing of any change in the name of the County's Project Director. 5.0 PROVIDER ADMINISTRATION 5.1 Provider's Project Manager shall be responsible for Provider's day-to-day activities as related to this MOA and shall coordinate with County's Project Director on a regular basis. Provider's Project Manager is: Tom Clemo Santa Monica Fire Department 333 Olympic Drive Santa Monica, CA 90401 Telephone: (310) 458-8652 E-mail: Tom.Clemo@SMGOV.NET 5.2 Provider shall notify County in writing of any change in the name or address of Provider's Project Manager. 6.0 AMENDMENTS For any change that affects the term or any conditions included under this MOA, an Amendment shall be prepared by County and then executed by Provider and by Director, or designee. 7.0 FACSIMILE AND/OR PORTABLE DOCUMENT FORMAT REPRESENTATIONS County and Provider hereby agree to regard signed Amendments received via facsimile transmission and/or in Portable Document Format (PDF) via e-mail, as representations of original signatures of authorized officers of each party, when appearing in appropriate places on the Amendments prepared pursuant to Sub-paragraph 6.0, and as legally sufficient evidence that such original signatures have been affixed to Amendments to this Agreement, and as such, the parties need not exchange with each other the signed original Amendment(s). 8.0 GOVERNING LAW, JURISDICTION, AND VENUE This MOA shall be governed by, and construed in accordance with, the laws of the State of California. Provider agrees and consents to the exclusive jurisdiction of the courts of the State of California for all purposes regarding this MOA and further agrees and consents that venue of any action brought hereunder shall be exclusively in the County of Los Angeles. 9.0 INDEPENDENT PROVIDER STATUS 9.1 This MOA is by and between County and Provider and is not intended, and shall not be construed, to create the relationship of agent, servant, employee, DocuSign Envelope ID: 686DD18D-FC76-44E9-939F-C1C1DCAEA9DC 5.K.e Packet Pg. 556 Attachment: CSA First Modification with APS 10967 (5741 : UASI 2021 and 2022 Grant Acceptance) Bioterrorism Training Program Page 5 partnership, joint venture, or association, as between County and Provider. The employees and agents of one party shall not be, or be construed to be, the employees or agents of the other party for any purpose whatsoever. 9.2 Provider shall be solely liable and responsible for providing to, or on behalf of, all persons performing work pursuant to this MOA all compensation and benefits. County shall have no liability or responsibility for the payment of any salaries, wages, unemployment benefits, disability benefits, Federal, State, or local taxes, or other compensation, benefits, or taxes for any personnel provided by or on behalf of Provider. 9.3 Provider understands and agrees that all persons performing work pursuant to this MOA are, for purposes of Workers' Compensation liability, solely employees of Provider and not employees of County. Provider shall be solely liable and responsible for furnishing any and all Workers' Compensation benefits to any person as a result of any injuries arising from or connected with any work performed by or on behalf of Provider pursuant to this MOA. 10.0 INDEMNIFICATION Provider shall indemnify, defend and hold harmless the County, its Special Districts, elected and appointed officers, employees, agents and volunteers ("County Indemnitees") from and against any and all liability, including but not limited to demands, claims, actions, fees, costs, and expenses (including attorney and expert witness fees), arising from or connected with Provider's intentional, willful, or negligent acts and/or omissions arising from and/or relating to this MOA, except as to the sole intentional, willful, or negligent acts and/or omissions of the County Indemnitees. 11.0 NOTICES All notices or demands required or permitted to be given or made under this MOA shall be in writing and shall be hand delivered with signed receipt or mailed by first-class registered or certified mail, postage prepaid, addressed to the parties as identified in Sub-paragraphs 4.2 and 5.1, and copies to: Julio C. Alvarado, Director Contracts and Grants Division 313 North Figueroa Street, 6th Floor East Los Angeles, California 90012 Addresses may be changed by either party giving ten (10) days' prior written notice thereof to the other party. / / DocuSign Envelope ID: 686DD18D-FC76-44E9-939F-C1C1DCAEA9DC 5.K.e Packet Pg. 557 Attachment: CSA First Modification with APS 10967 (5741 : UASI 2021 and 2022 Grant Acceptance) Bioterrorism Training Program Page 6 IN WITNESS WHEREOF, the Board of Supervisors of the County of Los Angeles has caused this MOA to be executed by the County's Director of Health Services and Provider has caused this MOA to be executed in its behalf by its duly authorized officer, the day, month, and year first above written. COUNTY OF LOS ANGELES CITY OF SANTA MONICA By: _________________________ By: ________________________ Christina R. Ghaly, M.D. Lane Dilg Director of Health Services Interim City Manager APPROVED AS TO FORM: MARY C. WICKHAM County Counsel By: __________________________ By: _________________________ Brian T. Chu George S. Cardona Principal Deputy County Counsel Interim City Attorney ATTEST TO: By: _________________________ Denise Anderson-Warren City Clerk DocuSign Envelope ID: 686DD18D-FC76-44E9-939F-C1C1DCAEA9DC 11/12/2020 11/16/2020 11/23/2020 5.K.e Packet Pg. 558 Attachment: CSA First Modification with APS 10967 (5741 : UASI 2021 and 2022 Grant Acceptance) 1685 Main Street, Suite 209, Santa Monica, CA 90401 • david.white@santamonica.gov www.santamonica.gov • @cityofsantamonica • @santamonicacity Date: #CMDate David M. Andrews Advanced Problem Solving LLC 411 University Circle Claremont, CA 91711 Re: Contract No. 10967 Renewal Option Contractual Services Dear Mr. Andrews: Please accept this letter as the City’s notification of its intent to extend the term of the above-referenced Contractual Services Agreement (the “CSA”) for a period of one (1) year. As noted in Section 1 of the Terms and Conditions of the CSA dated December 5, 2019, the City may extend the term for up to two (2) additional one (1)- year terms. This renewal will extend the term of the CSA commencing on December 6, 2022, and terminating on December 5, 2023. All other terms and conditions of the CSA shall remain the same and in full force and effect. If you have any questions, please contact Terese Toomey, Project Manager at (310) 434-2621 or terese.toomey@santamonica.gov. Sincerely, #CM Enclosure cc: Terese Toomey, Project Manager Oscar Santiago, Budget Manager contractsmailbox@santamonica.gov # DocuSign Envelope ID: A646EA03-74A8-4992-A8CF-E06AD17F468B 11/29/2022 City ManagerDavid White 5.K.f Packet Pg. 559 Attachment: CSA APS through 12.5.23 Renewal (5741 : UASI 2021 and 2022 Grant Acceptance) 1685 Main Street, Suite 209, Santa Monica, CA 90401 • david.white@santamonica.gov www.santamonica.gov • @cityofsantamonica • @santamonicacity VENDOR ACKNOWLEDGEMENT OF CONSENT AND AGREEMENT I, David M. Andrews, designated representative of Advanced Problem Solving LLC, a California based education technology firm, hereby consent and agree to the extension of the term of Contract No. 10967, commencing on December 6,2022 and terminating on December 5, 2023, as set forth in the renewal letter issued by the City of Santa Monica, dated __________. DocuSign Envelope ID: A646EA03-74A8-4992-A8CF-E06AD17F468B 11/29/2022 5.K.f Packet Pg. 560 Attachment: CSA APS through 12.5.23 Renewal (5741 : UASI 2021 and 2022 Grant Acceptance) ' .... la 11.,ai•• II CITY OF SANTA MONICA OAKS INITIATIVE DISCLOSURE FORM In order to facilitate compliance with the requirements of the Oaks Initiative, the City compiles and maintains certain information. That information includes the name of any person or persons who is seeking a "public benefit." If the "public benefit" is sought by an entity, rather than an individual person, the information includes the name of every person who is: (a) trustee, (b) director, (c) partner, (d) officer, or has (e) more than a ten percent interest in the entity. Public benefits include: 1.Personal services contracts in excess of $25,000 over any 12-month period;2.Sale of material, equipment or supplies to the City in excess of $25,000 over a 12-month period;3.Purchase, sale or lease of real property to or from the City in excess of $25,000over a 12-month period;4.Non-competitive franchise awards with gross revenue of $50,000 or more in any12-month period;5.Land use variance, special use permit, or other exception to an established landuse plan, where the decision has a value in excess of $25,000;6.Tax "abatement, exception, or benefit" of a value in excess of $5,000 in any 12-month period; or7.Payment of "cash or specie" of a net value to the recipient of $10,000 in any 12-month period. Name(s) of persons or entities receiving public benefit: Advanced Problem Solving LLC Name(s) of trustees, directors, partners, and officers: David Andrews Stephanie Andrews Name(s) of persons with more than a 10% equity, participation, or revenue interest: David Andrews Stephanie Andrews Prepared by: _o_av_id_A_n_d _re_w_s ________ Title: Principal Signature: it3 � Email: david@advancedproblemsolving.org FOR CITY USE ONLY: Bid/PO/Contract# ________ _ Date: \ \ / l'S /'2_o2?_r I Phone: 909-241-6403 Permit# ________ _ 5.K.g Packet Pg. 561 Attachment: 07 APS Oaks (5741 : UASI 2021 and 2022 Grant Acceptance)