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SR 10-24-2023 5I City Council Report City Council Meeting: October 24, 2023 Agenda Item: 5.I 1 of 5 To: Mayor and City Council From: Wolfgang Knabe, Interim Fire Chief, Fire Department Subject: Approval of Urban Area Security Initiative 2020 Additional Grant Acceptance and Approve Third Contract Modification with Advanced Problem Solving Recommended Action Staff recommends that the City Council: 1. Authorize the City Manager to accept an additional award in the amount of $62,000 from the 2021 Urban Area Security Initiative (UASI) for homeland security projects in the Fire Department, and to approve 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 third modification to Contractual Services Agreement #10967, in an amount not to exceed $62,000 with Advanced Problem Solving, LLC, (“APS”) for video and curriculum development services for the Los Angeles Area Fire Chiefs Regional Training Group (LAAFCA RTG) for the Fire Department on the same terms and conditions. This will result in a five-year amended agreement with a new total contract amount not to exceed $4,932,000, with future year funding contingent on council budget approval. 4. Adopt a finding of categorical exemption pursuant to Section 15322 of the California Environmental Quality Act (CEQA) Guidelines. 5. Authorize budget changes as outlined in the Financial Impacts & Budget Actions section of this report. Summary The Fire Department receives various grants annually for the purpose of enhancing regional preparedness for disasters, emergencies, and other threats to homeland security. The City of Santa Monica was awarded an additional $62,000 that requires City Council approval in order to accept the funds. The funding will be used for 5.I Packet Pg. 164 2 of 5 development and delivery of county wide nuclear threat courses as provided under contract #10967. To add this new scope to the contract, a third modification is required. In the UASI 2021 grant cycle, the Fire Department was awarded funding totaling $1,177,692 to be used for Chemical, Biological, Radiological, Nuclear and Explosives (“CBRNE”) equipment, hazardous materials training and equipment, urban search and rescue training and equipment, tactical emergency medical support equipment, and other related equipment, display training props, and programs for the training center and on behalf of the RTG. Upon accepting the recently awarded, additional $62,000 from UASI 2021 grant funds, Santa Monica Fire’s total grant award for UASI 2021 is $1,439,692. Staff recommends that the City Council authorize acceptance of additional 2021 UASI grant funds and the execution of a subrecipient agreement modification with the City of Los Angeles for a performance period of September 1, 2020, to May 31, 2023. The City of Los Angeles administers the UASI grant on behalf of the Los Angeles-Long Beach Urban Area, which includes Santa Monica. Staff also recommends that Council authorize the City Manager to negotiate and execute a third modification to the City’s existing agreement with APS in an amount not to exceed $62,000 and on the same terms and conditions. This modification will result in an amended agreement with a new total contract amount that does not exceed $4,932,000 over a five-year period. 5.I Packet Pg. 165 3 of 5 Discussion The UASI program directly supports the national priority of expanding regional collaboration within the National Preparedness Goal, which sets forth what is required for a local 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. Santa Monica Fire has accepted a request by Los Angeles Area Fire Chiefs’ Association Regional Training Group (“RTG”) to coordinate and host the grant funding for the “Vista Forge” project which involves the development and delivery of county-wide Nuclear Threat Risk courses. These UASI 2021 grant funds in the amount of $200,000 were allocated to Santa Monica Fire on May 25, 2023. The RTG will be responsible for direct administration of the grant with SMFD oversight. Santa Monica Fire will host these funds on behalf of the region and the Vista Forge training delivery will be completed by Advanced Problem Solving (“APS”) under City contract no. 10967. 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. There are no ongoing costs related to the Fire Department’s grant funding. Vista Forge is a United States Northern Command facilitated series of CBRNE progressive engagements designed to strengthen relationships with civil authorities, improve CBRNE response operations, and build local resilience within the response community. The goals of the Vista Forge exercises are to develop partnerships with civil authorities, enable and integrate DoD response operations across the whole of government, build domestic resilience capabilities as a vital component of integrated deterrence, and collect a broad range of realistic data to assess and evaluate the adequacy of CBRNE response enterprise lifesaving (search & rescue, mass casualty decontamination, 5.I Packet Pg. 166 4 of 5 medical stabilization) capabilities. The Los Angeles/Long Beach UASI Vista Forge (LA/LB Vista Forge) Exercise will allow local jurisdictions to analyze their preparedness and interoperability with federal, military, state, and local agencies, and responders, receive targeted training from subject-matter-experts, and participate in Table-Top Exercises focused on key preparedness and operational topics during the first 72-hours following a nuclear detonation. Environmental Review The use of grant funds to fund emergency preparedness training is categorically exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15322 (Class 22 Educational or Training Programs) of the CEQA Guidelines. Section 15322 exempts projects that consists of the adoption, alteration, or termination of educational or training programs which involve no physical alteration in the area affected or which involve physical changes only in the interior of existing school or training structures. Grant funds would support the administration of programs to ensure regional preparedness and therefore is exempt pursuant to Section 15322 of the CEQA Guidelines. Past Council Actions Meeting Date Description 5/23/2023 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 Financial Impacts and Budget Actions Staff seeks authority to accept a grant totaling $62,000 from the U.S. Department of Homeland Security, Federal Emergency Management Agency for the 2021 UASI program to fund training in direct support of overall regional goals to promote effective information gathering, sharing, and response to threats and/or acts of terrorism. FY 2023-24 Grant Budget Changes 5.I Packet Pg. 167 5 of 5 Establish Revenue Budget Appropriate Funds Account Number Amount Account Number Amount 20190001.40428F $62,000 20190001.55518F $62,000 Staff also seeks authority to approve funding from the Miscellaneous Grants Fund to increase the amount of contract # 10967 with Advanced Problem Solving, LLC by $62,000. Contract Modification Request Agreement # Current Authorized Amount Modified Request Amount Account Number Total Amount 10967 $3,000,000 - 20190001.55518F $3,000,000 10967 Mod 1 $1,020,000 - 20190001.556530 $1,020,000 10967 Mod 2 $200,000 - 20190001.55518F $200,000 10967 Mod 2 $650,000 - 20190001.55518G $650,000 10967 Mod 3 $62,000 20190001.55518F $62,000 Total Revised Contract Amount $4,932,000 Prepared By: Terese Toomey, Principal Administrative Analyst Approved Forwarded to Council Attachments: A. 03 UASI 2022 Staff Report 5.23.23 Item 5.K B. APS Oaks exp 10.4.24 C. CSA 10967 Original Agreement D. CSA APS through 12.5.23 Renewal 5.I Packet Pg. 168 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.I.a Packet Pg. 169 Attachment: 03 UASI 2022 Staff Report 5.23.23 Item 5.K (6030 : Third Contract Modification With Advanced Problem Solving) 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.I.a Packet Pg. 170 Attachment: 03 UASI 2022 Staff Report 5.23.23 Item 5.K (6030 : Third Contract Modification With Advanced Problem Solving) 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.I.a Packet Pg. 171 Attachment: 03 UASI 2022 Staff Report 5.23.23 Item 5.K (6030 : Third Contract Modification With Advanced Problem Solving) 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.I.a Packet Pg. 172 Attachment: 03 UASI 2022 Staff Report 5.23.23 Item 5.K (6030 : Third Contract Modification With Advanced Problem Solving) 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.I.a Packet Pg. 173 Attachment: 03 UASI 2022 Staff Report 5.23.23 Item 5.K (6030 : Third Contract Modification With Advanced Problem Solving) 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.I.a Packet Pg. 174 Attachment: 03 UASI 2022 Staff Report 5.23.23 Item 5.K (6030 : Third Contract Modification With Advanced Problem Solving) 7 of 7 G. 07 APS Oaks 5.I.a Packet Pg. 175 Attachment: 03 UASI 2022 Staff Report 5.23.23 Item 5.K (6030 : Third Contract Modification With Advanced Problem Solving) • 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. Sate of mat~iol, equ1pment or supplies to the C1ty 1n exc-ess of $25,000 ov~ -a 12-month period; 3. Purchase, sale or lease of real property to or from the City in excess of $25,000 over a 12-month period; 4. Non-competitive franchise awards with gross revenue of $50,000 or more in any 12-month period; 5. Land use variance, speckll use permit, or other exception to on established land use plan, where the decision has a value in excess of $25,000; 6. i ax "abatement, exception, or benefit" of a value in excess of $5,000 in any 12-month period; or 7. 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: AA\J°""-(l_e).._ ~vo!:il~ So\ 'v "'j LL(_ Name"-..s) of trustees, directors, partners, and officers: ~ ~ \J \~ Uv?t-:)s Namirf p~ 1 ~ ~~O~ equity, participation, or revenue interest: ~\J\~ ~s Prep~!b~•~ ~ S . le: -----'p__,_V'_vh!_C.,=.....f jtt-=-~-~ ( __ _ Signature:_-7-~~LL...::.=-==---=::::...........~=-------Date: ( 0 f L:t f d-3 t I Email: si<f ki...t..-@oJ,~o\11i ~ ".f hone: 6 frf[ -J --1 / -( ~ S-3 FOR CITY USE ONLY: Bid/PO/Contract# ________ _ Permit# ________ _ 5.I.b Packet Pg. 176 Attachment: APS Oaks exp 10.4.24 [Revision 1] (6030 : Third Contract Modification With Advanced Problem Solving) 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.I.c Packet Pg. 177 Attachment: CSA 10967 Original Agreement (6030 : Third Contract Modification With Advanced Problem Solving) 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.I.c Packet Pg. 178 Attachment: CSA 10967 Original Agreement (6030 : Third Contract Modification With Advanced Problem Solving) 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.I.c Packet Pg. 179 Attachment: CSA 10967 Original Agreement (6030 : Third Contract Modification With Advanced Problem Solving) 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.I.c Packet Pg. 180 Attachment: CSA 10967 Original Agreement (6030 : Third Contract Modification With Advanced Problem Solving) 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.I.c Packet Pg. 181 Attachment: CSA 10967 Original Agreement (6030 : Third Contract Modification With Advanced Problem Solving) 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.I.c Packet Pg. 182 Attachment: CSA 10967 Original Agreement (6030 : Third Contract Modification With Advanced Problem Solving) 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.I.c Packet Pg. 183 Attachment: CSA 10967 Original Agreement (6030 : Third Contract Modification With Advanced Problem Solving) 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.I.c Packet Pg. 184 Attachment: CSA 10967 Original Agreement (6030 : Third Contract Modification With Advanced Problem Solving) 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.I.c Packet Pg. 185 Attachment: CSA 10967 Original Agreement (6030 : Third Contract Modification With Advanced Problem Solving)  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.I.c Packet Pg. 186 Attachment: CSA 10967 Original Agreement (6030 : Third Contract Modification With Advanced Problem Solving)  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.I.c Packet Pg. 187 Attachment: CSA 10967 Original Agreement (6030 : Third Contract Modification With Advanced Problem Solving)  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.I.c Packet Pg. 188 Attachment: CSA 10967 Original Agreement (6030 : Third Contract Modification With Advanced Problem Solving)  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.I.c Packet Pg. 189 Attachment: CSA 10967 Original Agreement (6030 : Third Contract Modification With Advanced Problem Solving) DocuSign Envelope ID: 467C42ED-FC89-4004-B146-B5A0F60F5244 5.I.c Packet Pg. 190 Attachment: CSA 10967 Original Agreement (6030 : Third Contract Modification With Advanced Problem Solving) 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.I.c Packet Pg. 191 Attachment: CSA 10967 Original Agreement (6030 : Third Contract Modification With Advanced Problem Solving) 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.I.c Packet Pg. 192 Attachment: CSA 10967 Original Agreement (6030 : Third Contract Modification With Advanced Problem Solving) 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.I.c Packet Pg. 193 Attachment: CSA 10967 Original Agreement (6030 : Third Contract Modification With Advanced Problem Solving) 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.I.c Packet Pg. 194 Attachment: CSA 10967 Original Agreement (6030 : Third Contract Modification With Advanced Problem Solving) 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.I.d Packet Pg. 195 Attachment: CSA APS through 12.5.23 Renewal (6030 : Third Contract Modification With Advanced Problem Solving) 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.I.d Packet Pg. 196 Attachment: CSA APS through 12.5.23 Renewal (6030 : Third Contract Modification With Advanced Problem Solving)