HomeMy WebLinkAbout16. Approve PSA w-Witt O'Brien's LLC for Regional Multi-Hazard Exercise Toolkit,.,
A. PRa
FROM:
BY: MARK GILLASPIE, FIRE CHIEF
i - • . - IN • •
•BRIEN'S, LLC IN THE AMOUNT OF i 1 1 TO BE COMPLETED
JANUARY 1 li 1 FOR THE REGIONALMULTI-HAZARD
• • AND
AUTHORIZE
MAYOR TO
EXECUTE THE AGREEMENT IN A •
ACCEPTABLE BY THE CITY ATTORNEY; i;
AUTHORIZE • EXECUTE ANY AND ALL
AMENDMENTS TO THE AGREEMENT AS DEEMED NECESSARY
FORM ACCEPTABLE BY THE CITY ATTORNEY.
- City of Downey awarded $179, 673 from• - r Security Grant
Program 1 to develop _ Regional Multi -Hazard Exercise Toolkit for• Angeles
Co
•- -
• - City Councilapproved the acceptance •; this this grant fund on November
13, 20
• -•-
i . The Toolkit is a compilationof emergency exercise • • help facilitate
table -top • • • better prepare • • r emergencies. The Toolkit
cover a range of regional threats as identified in the Los Angeles County Local Hazard
Mitigation Plan, including earthquake, flood, civil unrest, terrorist attack, and critical
utility failure.
Requests • Proposals w -- published o 1 2018 throughPlanet B• A totalof
lour proposals - - received from ConstantAssociates,i ; - and
Integrated • • proposals were revi- • by •n Committee consisting
APPROVE PROFESSIONAL SERVICES AGREEMENT WITH WITT O'RRIFN'S, LLC. FOR THE
REGIONAL MULTI -HAZARD EXERCISE TOOLKIT
FEBURARY 12, 2019
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• City of Pico Rivera
• City of La Mirada
• Area E Disaster Management Area Coordinator
• City of Commerce
• City of Downey
���W =T6.7mrom
• Compliance with RFP Requirements
• Understanding of the Project
• Demonstrating Historical Success
• Cost
Firm Evaluator Votes (Based on Proposed Fee
Highest Score)
$94,260.63
1 Witt O'Brien's 3 votes out of 5 $149,990
Constant Associates 2 votes out of 5
IEM $141,307.46
1__Integrated Solutions $59,776
Staff recommends that the City Council approve a Professional Services Agreement
with Witt O'Brien's, LLC in the amount of $149,990 (Attachment A). It is anticipated that
the project will begin on February 12, 2019 and be completed by January 30, 2020.
FISCAL IMPACT
The cost for completing this project is completely funded by the State Homeland
Security Grant Program 2017 (Account No. 14-4-2692).
REGIONAL
MULTI-HAZARD EXERCISE
FEBURARY
ATTACHMENTS
CITY OF DOWNEY
PROFESSIONAL SERVICES AGREEMENT
WITH WITT • FOR
EXERCISE PLANNING SERVICES I
1. PARTIES AND DATE.
This Agreement is m•- and entered • this 12th -day of -•; 1 • by ,•
between - City of •California•.l corporation an• charter
• •. place of business at 11111 Brookshire Avenue, l• - • 91
• Witt • Delaware Limited Liability Company,principal place of
business at 818 Towni Country Blvd., Suite 200, Houston,77024,("Consultant"). City
• Consultant- sometimesd • - - • to as - and collectively
■
HEEEEAMTMMT M-1
Consultant desires to perform and assume responsibility for the provision of certa
professional emergency exercise planning servicesrequired by City on - and
conditions - forthAgreement. Consultant^. • - - demonstrated
competence and experience in providing emergency exercise planning services to publi
clients, is licensed in the State of California, and is familiar with the plans of City.
RIKEEFUMM
City desires to engage Consultant to render such services for the Regional Multi -
Hazard Exercise Toolkit Planning Project ("Project") as set forth in this Agreement.
K, - 7
3.1 Scope of Services and
3.1.1 General Scoce of Services. Consultant promises and agrees to furnish
to City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional emergency exercise planning
services necessary for the Project ("Services"). The Services are more particularly described
in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to,
and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated
herein by reference, and all applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from February 12, 2019 to
January 31, 2020, unless earlier terminated as provided herein. Consultant shall complete
the Services within the term of this Agreement, and shall meet any other established schedules
and deadlines. The term of this Agreement may be extended by written amendment to this
Attachment "A"
personnel of at least equal competence upon written approval of City. In the event that City
and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to
terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to
perform the Services in a manner acceptable to the City, or who are determined by the City to
be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or
a threat to the safety of persons or property, shall be promptly removed from the Project by
the Consultant at the request of the City.
3.2.5itw's Representative. The City hereby designates Rakdy Khlok,
Emergency Manager, or his or her designee, to act as its representative for the
performance of this Agreement ("City's Representative"). City's Representative shall have
the power to act on behalf of the City for all purposes under this Contract. Consultant shall
not accept direction or orders from any person other than the City's Representative or his or
her designee.
3.2.6 Consultant's Representative. Consultant hereby designates
Mark Askey, Project Manager, or his or her designee, to act as its representative for the
performance of this Agreement ("Consultant's Representative"). Consultant's Representative
shall have full authority to represent and act on behalf of the Consultant for the scope of services
described in Exhibit "A" under this Agreement. The Consultant's Representative shall supervise and
direct the Services, using his best skill and attention, and shall be responsible for all means,
methods, techniques, sequences and procedures and for the satisfactory coordination of all portions
of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City
staff in the performance of Services and shall be available to City's staff, consultants and
other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Emolovees. Consultant shall perform
all Services under this Agreement in a skillful and competent manner, consistent with the
standards generally recognized as being employed by professionals in the same discipline in
the State of California. Consultant represents and maintains that it is skilled in the
professional calling necessary to perform the Services. Consultant warrants that all
employees and subcontractors shall have sufficient skill and experience to perform the
Services assigned to them. Finally, Consultant represents that it, its employees and
subcontractors have all licenses, permits, qualifications and approvals of whatever nature
that are legally required to perform the Services, including a City Business License, if
required, and that such licenses and approvals shall be maintained throughout the term of
this Agreement. As provided for in the indemnification provisions of this Agreement,
Consultant shall perform, at its own cost and expense and without reimbursement from the
City, any services necessary to correct those errors or omissions which are caused by the
Consultant's failure to comply with the standard of care provided for herein. Any employee of the
Consultant or its sub -consultants who is determined by the City to be uncooperative, incompetent, a
threat to the adequate or timely completion of the Project, a threat to the safety of persons or
property, or any employee who fails or refuses to perform the Services in a manner consistent with
the standard of care set forth herein, shall be promptly removed from the Project by the Consultant
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3.2.9 Laws and Requiations. Consultant shall keep itself fully informed of and
in compliance with all applicable local, state and federal laws, rules and regulations in force at
the time the Services are performed by Consultant and in any manner affecting the
performance of the Project or the Services, including all applicable Cal/OSHA requirements,
and shall give all notices required by law. Consultant shall be liable for those violations of
such laws and regulations in connection with Services of this Agreement. If the Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and without
giving written notice to the City, Consultant shall be solely responsible for all costs arising
therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers,
employees and agents free and harmless, pursuant to the applicable indemnification
provisions of this Agreement, from a claim or liability arising out of any failure or alleged
failure to comply with such laws, rules or regulations. Consultant's violation of such laws,
rules and regulations shall also constitute a material breach of this Agreement.
3.2.10.1 Time for Compliance. Consultant shall not commence the
Services or the Project under this Agreement until it has provided evidence satisfactory to the
City that it has secured all insurance required under this section. In addition, Consultant shall
not allow any subcontractor to commence work on any subcontract until it has provided
evidence satisfactory to the City that the subcontractor has secured all insurance required
under this section. The City reserves the right to modify these requirements, including limits,
based on the nature of the risk, prior experience with insurer, coverage or other special
circumstances.
3.2.10.2 Minimum Reouirements '. Consultant shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for injuries
to persons or damages to property which may arise from or in connection with the
performance of the Agreement, the Services or the Project by the Consultant, its agents,
representatives, employees or subcontractors. Consultant shall also require all of its
subcontractors to procure and maintain the same insurance for the duration of the
Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. (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; (2) Automobile Liability: Insurance Services Office Form
Number CA 0001 covering Code 1 (any auto) or if Consultant owns no autos, Code 8 (hired)
(B) bAinimum Limits of Insurance. Consultant shall maintair
limits no less than: (1) Commercial General Liability (CGQ: No less than $2,000,000 per
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occurrence for products and completed operations, bodily injury, property damage and
personal and advertising injury. If Commercial General Liability Insurance or other form with
general aggregate limit applies, either the general aggregate limit shall apply separately to
this Agreement/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be
twice the required occurrence limit; (2) Automobile Liability: No less than $2,000,000 per
accident for bodily injury and property damage; and (3) Workers' Compensation: Workers'
Compensation limits as required by the Labor Code of the State of California with Statutory
Limits; (4) Employer's Liability: Employer's Liability limits of no less than $2,000,000 per
accident for bodily injury or disease. Employer's Liability coverage may be waived by the City
if City receives written verification that Consultant has no employees.
If the Consultant maintains broader coverage and/or higher limits than the minimum shown in
this subdivision 3.2.10.2, the City requires and shall be entitled to the broader coverage
and/or the higher limits maintained by the Consultant. Any available insurance proceeds in
excess of the specified minimum limits of insurance and coverage shall be available to the
City.
t 4 Proles i.onal. i bility (Errors & Omissions). _Consultant shall procure
and maintain, and require its sub -consultants to procure and maintain, for a period of five (5)
years following completion of the Services or the Project, errors and omissions liability
insurance appropriate to its profession. Such insurance shall be in an amount not less than
$2,000,000 per occurrence or claim and $2,000,000 in the aggregate, and shall be endorsed
to include contractual liability. If the Consultant maintains broader coverage and/or higher
limits than the minimum shown in this subdivision 3.2.10.3, the City requires and shall be
entitled to the broader coverage and/or higher limits maintained by the Consultant. Any
available insurance proceeds in excess of the specified minimum limits of insurance and
coverage shall be available to the City.
3.2.10.3 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Consultant shall provide endorsements on forms
approved by the City to add the following provisions to the insurance policies:
(A) Additional Insured Status. The Commercial General
Liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers,
employees, agents and volunteers shall be covered as additional insureds with respect to
liability arising from the work, Services, Project or operations performed by or on behalf of the
Consultant, including materials, parts or equipment furnished in connection with such work,
Services, Project or operations; and (2) the insurance coverage shall be primary insurance as
respects the City, its directors, officials, officers, employees, agents and volunteers, or if
excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled
underlying coverage. Commercial General Liability insurance coverage may be provided in
the form of an endorsement to the Consultant's insurance (at lease as broad as ISO Form CG 20 10
11 85 or both CG 20 10, CG 20 26, CG 20 33 or CG 20 38; and CG 20 37 forms if later revisions are
used).
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(B) Waiver of Subrociation. Consultant hereby grants to City a
waiver of any right to subrogation which any insurer of said Consultant may acquire against
the City by virtue of the payment of any loss under said insurance policies set forth herein.
subrogation, but this provision applies regardless of whether or not the City has received a
waiver of subrogation endorsement from the insurer.
(C) All Coverag�fts. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided,
reduced or canceled except with written notice by certified mail, return receipt requested t•
the City; and (B) any failure to comply with reporting or other provisions of the policies,
including breaches of warranties, shall not affect coverage provided to the City, its director
officials, officers, employees, agents and volunteers.
3.2.10.4 Primary Coverage,. For any claims related to this
Agreement, the Consultant's insurance coverage shall be primary insurance and primary
coverage at least as broad as ISO CG 20 01 04 13 with respect to the City, its directors,
officials, officers, employees, agents and volunteers. Any insurance or self-insurance
maintained by the City, its directors, officials, officers, employees, agents and volunteers shall
be excess of the Consultant's insurance and shall not be called upon to contribute with it in
any way.
3.2.10.5 Separation of Insureds; No Soecial Limitations. All
insurance required by this Section shall contain standard separation of insureds provisions.
In addition, such insurance shall not contain any special limitations on the scope of protection
afforded to the City, its directors, officials, officers, employees, agents and volunteers.
3.2.10.6 Deductibles and Self -Insurance Retentions.. Any
deductibles or self-insured retentions must be declared to and approved by the City. City may
require Consultant to provide proof of ability to pay losses and related investigations, claim
administration and defense expenses and costs 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.
3.2.10.7 Acceptabilitv of Insurers. Insurance is to be placed with
insurers with a current A.M. Best's rating no less than A:VII, authorized to do business in
California, and satisfactory to the City.
3.2.10.8 Terification of Coverage, Consultant shall furnish City with
original certificates of insurance, including all required amendatory endorsements (or copies
of the applicable policy language effective coverage required by this provision) and a copy of
the Declarations and Endorsement Page of the Commercial General Liability policy listing all policy
endorsements to the City before the commencement of work under this Agreement.
However, failure to obtain the required documents prior to the commencement of work under
this Agreement shall not waive the Consultant's obligation to provide them to the City. The
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City reserves the right to require complete, certified copies of all required insurance policies,
including endorsements, at any time.
3.2.10.9 Claims -Made Policies. If any of the policies provide
coverage on a claims -made basis:
(A) The retroactive date must be shown and must be before the date of this
Agreement or the date work commences under this Agreement, whichever is earliest;
(B) Insurance must be maintained and evidence of insurance must be
provided for at least five (5) years after completion of the Services provided under this
Agreement;
(C) If coverage is canceled, non -renewed, and not replaced with another
claims -made policy form with a retroactive date prior to the effective date of this Agreement
or the date work commences under this Agreement, whichever is earliest, the Consultant
must purchase extended reporting coverage for a minimum of five (5) years after completion
of the Services under this Agreement.
3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid
injury or damage to any person or property. In carrying out its Services, the Consultant shall
at all times be in compliance with all applicable local, state and federal laws, rules and
regulations, and shall exercise all necessary precautions for the safety of employees
appropriate to the nature of the work and the conditions under which the work is to be
performed. Safety precautions as applicable shall include, but shall not be limited to: (A)
adequate life protection and life-saving equipment and procedures; (B) instructions in
accident prevention for all employees and subcontractors, such as safe walkways, scaffolds,
fall protection ladders, bridges, gang planks, confined space procedures, trenching and
shoring, equipment and other safety devices, equipment and wearing apparel as are
necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for
the proper inspection and maintenance of all safety measures.
3.3.1 Compensation. Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement at the rates set
forth in Exhibit "C" attached hereto and incorporated herein by reference. The total
compensation shall not exceed: One Hundred and Forty -Nine Thousand Nine Hundred and
Ninety Dollars and OOf100 cents ($149,990.00) without written approval of the City. Extra
Work may be authorized, as described below, and if authorized, said Extra Work will be
compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Comoensation. Consultant shall submit to City a monthly
itemized statement which indicates work completed and hours of Services rendered by
Consultant. The statement shall describe the amount of Services and supplies provided since the
initial commencement date, or since the start of the subsequent billing periods, as appropriate,
through the date of the statement. Payments of any undisputed amount shall be made within
30 days of receipt of statement by City. Payment shall not be unreasonable withheld or
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delayed. If the City disapproves any amount submitted for payment by Consultant, the City
shall give Consultant specific reasons for disapproval in writing within fifteen (15) days
after submission of the statement.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for
2ny expenses unless authorized in writing by City,
3.3.4 Extra Work. At any time during the term of this Agreement, City may
request that Consultant perform Extra Work. As used herein, "Extra Work" means any work
which is determined by City to be necessary for the proper completion of the Project, but
which the parties did not reasonably anticipate would be necessary at the execution of this
Agreement. Consultant shall not perform, nor be compensated for, Extra Work without
written authorization from the City Manager.
City shall notify Consultant in writing for "Extra Work" or changes to the Scope of Services
Schedule of Services as defined in Exhibit A and Exhibit B of this Agreement. Consultant sh
prepare an estimate of the additional costs and time required, if any, to perform the "Ext
Work" or change. Upon mutual written agreement, Consultant shall perform the "Extra Work"
change and an equitable adjustment shall be made to the price and/or time schedule
appropriate.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete and
accurate records with respect to all costs and expenses incurred under this Agreement. All
such records shall be clearly identifiable. Consultant shall allow a representative of City
during normal business hours to examine, audit, and make transcripts or copies of such
records and any other documents created pursuant to this Agreement. Consultant shall allo
inspection of all work, data, documents, proceedings, and activities related to the Agreeme
for a period of three (3) years from the date of final payment under this Agreement.
Grounds for Termination '. Either Party may, by written
notice to Consultant, terminate the whole or any part of this Agreement at any time either for
" S i R
of such termination, and specifying the effective date thereof, at least seven (7) days before
the effective date of such termination.
Upon termination, Consultant shall be compensated only for those services which
have been adequately rendered to City, and Consultant shall be entitled to no further
compensation. The City shall within fifteen (15) calendar days following termination pay the
Consultant for all services adequately rendered and all reimbursable costs incurred by
Consultant up to the date of termination, in accordance with the payment provisions of this
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USE=
The following reasons shall constitute "cause" for which either party may terminate this
Agreement as provided herein:
Substantial failure by the other party to perform in accordance with the terms of
this Agreement and through no fault of the terminating party;
Assignment of this Agreement or transfer of the Project by either party to a
other entity without the prior written consent of the other party; I
�mil rza�z
,
IT-laterial changes in the conditions under which this Agreement was entered
into, the Scope of Services or the nature of the Project, and the failure of the
parties to reach agreement on the compensation and schedule adjustments
necessitated by such changes.
3.5.1.2 Effect of Termination. If this Agreement is terminated as
provided herein, City may require Consultant to provide all finished or unfinished Documents
and Data and other information of any kind prepared by Consultant in connection with the
performance of Services under this Agreement. Consultant shall be required to provide such
Documents and Data and other information within fifteen (15) days of the City's request.
3.5.1.3 ' Additional Services. In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms and in
such manner as it may determine appropriate, services similar to those terminated.
3.5.2 Deliver ' v of Notices. All notices permitted or required un•-
• r
e
oustonTX 77024
Phone: 281-606-4721
Alternate Phone: 202-207-2935
Email: contractreq,!Iests(a)wittobriens.com with a copy
cdetillieu@wittbriens.com, I
o
10.1
Lem
Witt O'Brien's, LLC
Attention: Legal Counsel
2200 Eller Drive
Fort Lauderdale, FL 33316
Email: bionq(@ckor.com with a copy to cdetillieu@).wittobriens.com
City of Downey
11111 Brookshire
904 i
Aven
Phone: (562)
-7286
Fax: (562) 923- 6388
Aftn: City Manager
City of Downey
ATTN: City Attorney's Offi
11111 Brookshire Avenue
Downey, CA 90241
Fax: (562) 923-6388
Such notice shall be deemed made when personally delivered or when mailed, forty-
eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to
the party at its applicable address. Actual notice shall be deemed adequate notice on the
date actual notice occurred, regardless of the method of service.
W&WOOLORFUMT81111
Documents & Data: Licensina of Intellectual
Pror)erty. This Agreement creates a non-exclusive and perpetual license for City to copy,
use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual
property embodied in plans, specifications, studies, drawings, estimates, and other
documents or works of authorship fixed in any tangible medium of expression, including but
not limited to, physical drawings or data magnetically or otherwise recorded on computer
diskettes, which are prepared or caused to be prepared by Consultant under this Agreement
("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is
granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares
under this Agreement. Consultant represents and warrants that Consultant has the legal right to
license any and all Documents is D. Consultant makes no such representation and warranty in
regard to Documents & Data which were prepared by design professionals other than Consultant or
provided to Consultant by the City. City shall not be limited in any way in its use of the Documents
and Data at any time, provided that any such use not wn the purposes intended by this Agreement
shall be at City's sole risk.
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3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, input record data, written
information, and other Documents and Data either created by or provided to Consultant in
connection with the performance of this Agreement shall be held confidential by Consultant.
Such materials shall not, without the prior written consent of City, be used by Consultant for
any purposes other than the performance of the Services. Nor shall such materials be
disclosed to any person or entity not connected with the performance of the Services or the
Project. Nothing furnished to Consultant which is otherwise known to Consultant or is
generally known, or has become known, to the related industry shall be deemed confidential.
Consultant shall not use City's name or insignia, photographs of the Project, or any publicity
pertaining to the Services or the Project in any magazine, trade paper, newspaper, television
or radio production or other similar medium without the prior written consent of the City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be
necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Attorney's Fees. In the event of any litigation, whether in a court of law,
administrative hearing, arbitration, or otherwise, arising from or related to this Agreement of
the services provided under this Agreement, the prevailing party shall be entitled to recover
from the non -prevailing party all reasonable costs incurred, including staff time, court costs,
attorneys' fees and all other related expenses in such litigation.
3.5.6 Indemnification.
3.5.6.1 General Indemnification. Except as provided in subdivision
3.5.6.2 below which is applicable to "design professionals" only, Consultant shall defend (with
counsel acceptable to City), indemnify and hold the City, its officials, officers, employees,
volunteers and agents free and harmless from any and all claims, demands, causes of
action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or
persons, including wrongful death, in any manner arising out of or incident to any alleged
negligent acts, errors, omissions or willful misconduct of Consultant, its officials, officers,
employees, agents, consultants and contractors arising out of or in connection with the
performance of the Services, the Project or this Agreement, including without limitation the
payment of all consequential damages and attorneys' fees and other related costs and
expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all
such foresaid suits, actions or other legal proceedings of every kind that may be brought or
instituted against City, its directors, officials, officers, employees, agents or volunteers.
Consultant shall pay and satisfy any judgment, award or decree that may be rendered
against City or its directors, officials, officers, employees, agents or volunteers, in any such
suit, action or other legal proceeding. Consultant shall reimburse City and its directors,
officials, officers, employees, agents and/or volunteers, for any and all legal expenses and
costs incurred by each of them in connection therewith or in enforcing the indemnity herein
provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if
any, received by the City, its directors, officials officers, employees, and agents or volunteers.
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Consultant shall not be obligated to defend, indemnify or hold the City harmless in any
manner whatsoever for any claims or liability arising solely out of the City's own negligent
acts, errors or omissions or willful misconduct.
............
3.5.7 Entire areement. This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements.
Governinq Law. This Agreement shall be governed by the laws of the
State of California. Venue shall be the courts in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
3.5.10 Citv's Riaht to EMDIOV Other Consultants. City reserves right to employ
other consultants in connection With this Project.
3.5.11 Successors and Assions. This Agreement shall be binding on the
successors and assigns of the parties.
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3.5.12 Assignment or Transfer. Neither party shall assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein without
the prior written consent of the other party. Any attempt to do so shall be null and void, and
any assignees, hypothecates or transferees shall acquire no right or interest by reason of
such attempted assignment, hypothecation or transfer.
3.5.13 Construction; References. Caotions. Since the Parties or their agents
have participated fully in the preparation of this Agreement, the language of this Agreement
shall be construed simply, according to its fair meaning, and not strictly for or against any
Party. Any term referencing time, days or period for performance shall be deemed calendar
days and not work days. All references to Consultant include all personnel, employees,
agents, and subcontractors of Consultant, except as otherwise specified in this Agreement.
All references to City include its elected officials, officers, employees, agents and volunteers
except as otherwise specified in this Agreement. The captions of the various articles and
paragraphs are for convenience and ease of reference only, and do not define, limit,
augment, or describe the scope, content, or intent of this Agreement.
3.5.14 Amendment: Modification,.modification,
#f this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third PartV Beneficiaries. There are no intended third party
't,eneficiaries of r or obligation assume• by - Parties.
3.5.17 Invalidity, Severabilitv. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employeeworking
solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it
has not paid nor has it agreed to pay any company or person, other than a bona fide
employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift
or other consideration contingent upon or resulting from the award or making of this
Agreement. For breach or violation of this warranty, City shall have the right to rescind this
Agreement without liability. For the term of this Agreement, no member, officer or employee
of City, during the term of his or her service with City, shall have any direct interest in this
Agreement, or obtain any present or anticipated material benefit arising therefrom.
13
3.5.19 Egual 0 Portunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or
applicant for employment because of race, religion, color, national origin, handicap, ancestry,
sex or age. Such non -d iscrim i nation shall include, but not be limited to, all activities related to
initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising,
layoff •; termination. • shall also comply with all relevant provisions of any City
Minority Business Enterprise program, Affirmative Action Plan or other related programs •'I
guidelines currently in effect • hereinafter enacted.
3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that
it is aware of the provisions of Section 3700 of the California Labor Code which require every
employer to • insured .•. .• for Worker's Compensation • to • self-
insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.5.21 Authority to Enter Aqreement, Consultant has all requisite power and
• to conduct its business and to execute, deliver, and perform the Agreement. Each
Party warrants that the individuals who have signed this Agreement have the legal power,
right, and authority to make this Agreement and bind each respective Party.
3.5.22 Counterparts. This Agreement may be executed in counterparts, each of
which shall constitute one and the same instruite-it.
In the event of any conflict, inconsistency, or incongruity between any provision of th
Agreement, any of its exhibits, attachments, • order, or notice to proceed, th
provisions of this Agreement will •• and control. I
I
• Prior Agproval Reciuired. Consultant shall not subcontract any portion of
the work required by this Agreement, except as expressly stated herein, without prior written
approval of City. Consultant shall require and verify that all subcontractors maintain
insurance meeting all of the requirements set forth in this Agreement. Consultant shall ensure
that City is an additional insured as required in Section 3.2.10.4. Subcontracts, if any, shall
contain a provision making them subject to all provisions stipulated in this Agreement.
CITY OF DOWNEY, Wift O'Brien, LLC,
A California municipal corporation a Delaware Limited Liability Company
and charter city
By: By:
14
Mayor Greg Fenton
Its: Chief Operating Officer
Attest: Attest
City Clerk Secretary
Approved as to Form: Approved as to Form:
Ci Attorney Legal Counsel
15
Mayor Greg Fenton
Its: Chief Operating Officer
Attest. Attest:
City Clerk Secretary
Approved as to Form, Approved as to Form:
City Attorney LejEL=
W
EXHIBIT "A"
Consultant shall provide emergency exercise planning for a Regional Multi -Hazard Toolkit. The
Toolkit will include all exercise materials and follow Homeland Security Exercise Evaluation
Program (HSEEP) guidance. Materials will include both unique and common components:
13 Situation Manuals (SitMans) 7ni"u •m
pp_pent (1�)
4 Each SitMan will focus on one scenario based around a hazard identified in Los Angeles
County's Hazard Mitigation Plan.
0 Each SitMan will focus on four to five of FEMA's Core Capabilities relevant to that
scenario.
• One SitMan will focus on a multi -hazard incident, defined by the Ad Hoc Committee.
• Each SitMan will have a base scenario with updates delivered via direct inject or pre -
scripted media (including video, new reports, and social media — see under "slide deck
and multimedia"); these will provide summary of the event as it unfolds.
• Each SitMan will include hazard -specific questions, applicable to Los Angeles County;
questions for each phase of each exercise will be geared to three primary groups:
leadership, field responders, and EOC staff. Questions will be color coded and targeted
to each specific group (see under "facilitator guide" and "activity book").
• Each SitMan will follow HSEEP guidelines and contain three phased modules: initial
response; ongoing response; and recovery.
• Each SitMan will be scalable as to support from a one-hour to four-hour long tabletop
exercise (TTX).
• Exercise template packets will be scalable and modifiable in scope so that may be
utilized by individual jurisdictions or agencies, or in a collaborated regional exercise
event.
• SitMans will include any other supporting materials determined required by the Ad Hoc
Com-iiittee.
Facilitator Guides — Unique Component 13
This Guide is effectively the "teacher's edition" textbook for a TTX. Each of the 13 SitMans will
have a corresy 01.71
.,ondi Facilitator Guide. It will include eve rAh i
SitMan, Activity Book, media info, etc.). It will also include notes, additional questions, and
examples designed to help guide the facilitators in conducting each TTX. This Guide will also
include:
A "how to use this toolkit" section, which explains each document/section and how it
should be utilized.
• Recommendation on how to roll out trainings in their jurisdictions.
• A suggested timeline to plan for exercises and a list of recommended participants.
• Overview regarding the HSEEP Process (i.e., planning meetings and documentation).
• How to develop "SMART" objectives for the exercise and how to map those objectives tit
core capabilities.
• How to document exercises for grant reporting purposes.
I [It! ^LW1'1LJ DUUK 15 a UUMPIOLIU111 Ul exercise =1es associaYM7, n, M 5111-11, a i is.
will have three activities, one for each of the three designated audiences (leadership, field
responders, and EOC staff). For example: The leadership activity might help exercise policy
decision making processes. Activity Books will include a list of items needed for each activity
action plans, ICS forms, etc.) and provide any job aids needed. All Factator notes
for each activity will be in the Facilitator Guide.
Slide deck and multimedia — Unique Component (13)
All SitMans will have a corresponding slide deck in IVIS PowerPoint and/or Prezi, as requested.
All corresponding Facilitator notes will be included in the note section of each applicable slide.
Any applicable media (including one video segment per scenario, as well as print news reports
and social media entries), will be embedded into the slide deck, as well as provided separately.
All slide decks will also be provided in Adobe pdf format as well.
-------- ----
Eqq�qy* R15ack Survev Template — Common ComponenLLIJ
Survey questions will be provided that can be distributed during a TTX as a hard -copy
Participant Feedback Form, or modified and uploaded into SurveyMonkey or some other
survey tool, as desired by the user.
Hotwash Guide — Common CoMponent M
This Guide will provide recommended attendees, brief definitions, and other tips (i.e., subject
matter expert(s) should be present; sharing of industry best practices; referencing existing
plans and procedures; and, do's and don'ts to facilitate a successful hotwash.
After Ac!�A�port (AARJ — Unigue Coml!onent fl?J
i
Each SitMan will include an After Action Report (AAR) section specific to the scenario. It will
include sections to capture areas of strengths as well as areas for improvements. There will be
su este areas for recommended actions and timeframes for COMDletion. alona with SDace for
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Training Defiverables
Two Traininct Sessions • the Toolkit
Consultant will conduct two in-person training • • the toolkit. Each session will last
three to four hours and be conducted at a location determined by the City. All required
materials for the training will be developed (i.e., slide deck, sign -in sheet, outreach material).
AAR will •_ developed for each training session and suggestions from the training will •_
incorporated into the Toolkit as appropriate. I
Train -the- Trainer
•
Consultant will develop a Train -the -Trainer video. This will be no more than two hours long,
professional quality, include closed captioning, and capable of being uploaded to the internet.
This video may be developed based upon the recordings from the two training sessions; or, i!
may use computer generated graphics with images • the training documents, a script, and a
voiceover.
Administrative and Project Management Requirements
Consultant will perform all administrative and Project Management (PM) activities, as required
• the City . Specifically, the Consultant's project manager will facilitate weekly Project
.• Status calls with the City throughout the life • the t;• Consultant will also
assist the City in meeting any State Homeland Security Grant Program requirements during
and after the project ends (up to a year). Finally, Consultant will develop an executive summary
and presentation about the project to be presented to leadership. Consultant will also assist the
?_nI 2ftej-4t,_--
project ends (up to a year). Finally, Consultant will develop an executive summary and
presentation about the project to be presented to leadership.
Project Tasks
•i shall perform the following tasks to successfully accomplish the scope of work:
Task One:
• Meetinci
At the start
• the project, Consultant's will facilitate a kickoff call with the City's Emergency
Manager. The purpose • the • is to review the approach to the scope of work and
timeline, discuss project ••. and objectives, review milestones and • listen to City's
Emergency Manager describe "what success looks likeand • any potential concerns.
Following the kickoff call, Consultant will update and finalize the approach/work plan (project
management plan), including the project schedule. Throughout the project, Consultant will
utilize the weekly project management calls with Emergency Manager to discuss progress,
milestones, and any other issues of concern. These calls will occur in addition to discussions
necessary to support the deliverables and milestones.
• ?LI?rJ_WTW1P*IT •
Project Start
Project Kickoff Call
0 Weekly Project Management Status Calls
Witt O'Brien's Team role:
• Prepare for and facilitate kickoff call
• Schedule and initiate weekly Project Management Status Calls
Anticipated City staff role:
0 Participate in kickoff call and Project Management Status Calls
In this task, Consultant will conduct a series of brief, 30 -minute interview calls with a
representative sample of Ad Hoc Committee members (including representatives from each of
the audiences mentioned above). On these calls, Consultant will discuss the suggested natural
disaster scenarios (e.g., hurricane, tornado, winter storm). Consultant will discuss emergency
response organizational structures and roles, risks, and concerns in the context of each hazard;
the goal in this outreach will be to ensure that each SitMan and supporting materials are
applicable and appropriate to all audiences.
Addonally, on an ongoing basis, Consultant will plan and conduct at least five monthly in-
person meetings with the Ad Hoc Committee to present status updates on project and to
obta i n/i ncorpo rate rolling feedback on drafts. In support of these meetings, Consultant will
prepare necessary materials (e.g., content drafts, printouts, PowerPoint, conference call lines,
sign -in sheets, meeting notes, etc.). Any materials requiring advance review will be provided to
the Ad Hoc Committee not less than five business days prior to the session. Meeting notes will
be recorded and provide to the client within three business days after each meeting. Note that
these meetings will continue coterminous with tasks described below.
=V773
Il i- Inteiviews
• Monthly Ad Hoc Committee meetings
• Draft Toolkit Outlines
Consultant's Team role:
* Conduct interviews by phone
Draft outlines and specifications; share with City Emergency Manager
Conduct calls as needed with City Emergency Manager to review outlines
• Facilitate monthly Ad Hoc Committee meetings
• Finalize outlines and specifications
Anticipated City staff role:
• Provide suggested rep resentatives/conta ct info for interviews
• Participate in interviews, if interested
• Participate in call to review outlines and specifications
Support invitations and logistics for Ad Hoc committee meetings, and participate in the
meetings
Task Three: Develop, Draft, and Deliver Toolkit v. I
On a rolling basis, Consultant will draft initial/ preliminary versions of the toolkit SitMans,
Facilitator Guide, Activity Book, slides and templates, consistent with the outlines described
the previous task.
The Toolkit will include each of the components previously described:
• Exercise SitMans (13)
• Facilitator Guides
• Exercise Evaluation Guides
• Participant Feedback Forms
• Simulated media (videos (13), print news reports, social media items)
• And other supporting materials as described above, or as determined by the Ad Hoc
Committee
In addition to the toolkit content listed in the RFP, Consultant may recommend additional
resources, such as:
• A how-to guide for evaluating emergency capabties and determining "SMART"
objectives to exercise
• An overview of the exercise team (with roles and responsibties for design and
facilitation)
• An overview of the exercise design processes (for a process that involves the scenarios
and templates in the toolkit; and for a process that involves a member -developed
exercise scenario)
• Pre-exercise briefing materials (for players, factators, and evaluators)
• Additional forms and templates (e.g., participant feedback forms, hotwash surveys, etc.)
Ns new content is developed, it will be delivered to the City and the Ad Hoc Committee forr
review, comment, and approval; Consultant will execute revisions as indicated based on
comments received.
Consultant's Team role:
Draft Toolkit v.1 content
• Follow up with City Emergency Manager and Ad Hoc Committee, incorporating feedback
and comments into draft content
Anticipated City staff role:
• Review preliminary draft content and Toolkit v.1 content and provide comments
Task Four. Develop, Dra and Deliver i
Once Toolkit v.1 is approved, Consultant will then lay out the content; design any illustrations,
templates, and visuals; and produce necessary multi -media content. Consultant will ensure all
documents/media/graphics are delivered in format(s) that can be reformatted easily by the City
for future uses (i.e., page updates). All files (i.e., document, charts, diagrams, pictures) will be
provided with the original source/ native files, and will not be cloud -based or hosted. As
indicated, Consultant will utilize MS Visio, Publisher, PowerPoint, Word, and Excel; or Prezi.
Formats will also be 508 compliant, considering the needs of people with disabilities and others
with access and functional needs.
Consultant will design the Toolkit in an electronic format with a user-friendly interactive index
and table of contents. The toolkit will be web -ready and formatted to allow for easy updates.
Consultant is familiar with HSEEP requirements, so will design the toolkit to conform to HSEEP
standards. Consultant will then review the formatted and designed toolkit with the City
Emergency Manager.
The complete, formatted draft content will comprise Toolkit v.2.
V.2 will be shared with the Ad Hoc Committee and any others designated by the City
Emergency Manager (including especially the Committee members who participated in
interviews in Task Two). Depending on the members' preferences, the Consultant will be
available for follow-up calls with members or will collect their feedback via email and/or
comments within the documents. Consultant will then work to incorporate comments and
feedback from the City Emergency Manager and Ad Hoc Committee to create a final draft for
review by the selected reviewers. Consultant will discuss any substantive edits with the City
Emergency Manager and together will determine the best approach for addressing those
comments from members.
Milestones and Deliverables:
• Toolkit v.2
Witt O'rien's Team role:
• Develop Toolkit v.2
• Provide electronic and hard copies to City Emergency Manager
Anticipated City staff role:
Review and provide comments on Toolkit v.2
Task Five: Develop, Draft
, and Deliver, Toolkit v.3
Completion of all changes and edits to Toolkit v.2 from the City Emergency Manager and Ad
• • will result in a Toolkit draft that is final (pending any inputs • fine-tuning from
the
♦ sessions'AAR); this draft is Toolkit v.3.
•i will deliver an electronic copy •' i• v.3, along with two print versions • th(;
toolkit to the City Emergency Manager.
•i v.3
Consultant's Team role:
0 Draft Toolkit v.3 and associated training materials
Anticipated City staff role:
0 Receive Toolkit v.3
Task Six: Develop and Deliver Traininqs,� Produce Train -the- Trainer Video
Consultant will then develop training • on utilization • the Toolkit to develop and conduct
TTXs.
• will develop a full visual presentation to accompany the • •
will draft the training materials, share the • with the City Emergency Manager, and
• • before finalizing the materials.
•i will then design and •` two in-person training • on the Toolkit.
• will infuse exercise development and • principles throughout the
presentation.
The
♦ will involve opportunity for participant ♦ and feedback both during and
after the sessions, in public and private (written, anonymous) formats. This content will be
utilized in developing an AAR in the next Task.
• will also record the two presentations to provide content for an "evergreen" train-th
trainer video. The video itself will combine the visual presentation, recorded trainings, and
additional graphics and camera or voice work as needed to result in a high-quality package
targeted to trainers. A preliminary cut will be shared with the City Emergency Manager, and
Consultant will integrate comments before finalizing the video. It will be delivered using the file
format •` the client's choosing. 11
•
• materials (including the slide deck)
• Conduct two in-person training sessions
• Train-the-Trai-ter video
• Develop and deliver training materials (including slides) and provide electronic and hart
copies
• Conduct the two in-person training sessions
Record and produce a training video (including slides) and provide electronic copies to
City Emergency Manag-
:• •`
pated City staff role:
• Review and approve training materials and video
• Distribute Toolkit to members
• Invite key people to training sessior'l
• Participate in and introduce trainingl
A A
I ON L I N Sm ME
Consultant will then utze the feedback in the AAR to make final revisions to the Toolkit as
indicated. The Toolkit will be delivered: in digital format (100 USB drives or CD-ROMs) and 1
four -colored printed hard copies. I
EMrZRr1T7Z0r.M7W70
• After -Action Meeting
• AAR
• Final Toolkit
• Facilitate the After -Action Meeting
• Develop and deliver AAR
• Execute final changes to Toolkit
• Deliver the Toolkit in USB and hard -copy versions
Anticipated City staff role:
0 Participate in After -Action Meeting
=
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Task Eight. City Council Public Hearing
Consultant will work with the City Emergency Manager to develop a briefing (with slides, if
indicated) for delivery to the City Council, in public hearing format. Consultant will present the
briefing and selected Toolkit content to the Council and the public, and answer any questions.
Milestones and Deliverables:
0 City Council Briefing
Consultant's Team role: I
• Prepare and deliver briefing
• Anticipated City staff role:
• Approve briefing materials and attend briefing
M !I111 III 1!1111�rlliiiiil ,
Project Closeout Report
Consultant's Team role:
* Develop and deliver Project Closeout Report
• City staff role:
6 Receive Project Closeout •i
Task
1. Project Kick-off
� 2. AdHoc Committee Meetings
3. Draft & Deliver Toolkit v.1
(text only)
4. Draft & Deliver Toolkit v.2 (full
layout & multi -media)
-
5. Draft & Deliver Toolkit v.3
(final pending A4R)
6. Tno|kittnainings /2\
7. 4ARand implement final
Toolkit changes
8. City Council Public Hearing
EXHIBIT "B"
SCYEDULE OF SERVICES
The compensation to the Consultant is a firm fixed price (FFP), inclusive of labor (at fully
loaded rates), direct project costs (printing, USB drives, etc.), and other direct costs (travel,
N
t1 i
Subtatal-PhUO2HOurs
921
Subtotal - Phase 2 Price
3
Toolkit v.1
3.1
SitMans (13)
60
$61600
3.2
facilitator Guides (13)
36
4300
3.3
activity books (13)
30
$3,300
3.4
decks & multimedia scripts (13)
40
$4,4001
3.5
EEGs (13)
M$2,20
1
3.6
PFFs (1)
2
$2 2 0
31
hotwash guide (1)
3.8
AAR template (13)
W
$2,200
3.9
Isign-in sheet (1)
2
$220
1-0
1 certfficate (1)
3.11
JQA
48
ub�lotal - 12�hxse 3 Hours (Funcflq-q-.-,---
�F-'M-7
1-7 pin U fi-FTT-T-11
N
.Phase, Task Descriptl
4 toolkit v.2
7:4::3:71 activity books
_±.3a Idecks
4.3b I multimedia (WOB labor)
'74-6 _jPFFs
_47F]hotwash guide
4.8 JAAR template
4.9 sign -in sheet
4.10 certificate
4.11 QA
5 toolkit v.3
5.2 lexecute revisions
QA
a $880
am
----a
$880
41
$440
so—
6.1 develop 32 $4,500
6.2 deliver 16 $3,000
7"6.-3—create video version (WOB labor) 12 $1,040
PA
am
6.1 develop 32 $4,500
6.2 deliver 16 $3,000
7"6.-3—create video version (WOB labor) 12 $1,040
PA
Phase Task Description
hm.
hm.
000 (based on 2 -min video)
7 AAR & Toolkit revisions
$114,6011, (est. 100 units @ 200 pp ea + 100 U drives)
OCs
7.1 Draft AAR
24
7.2 AAM
10
T3 final Toolkit changes
12"
7.4 RTju5ion labo
Subkftl - Phase 6 Hours
Subtotal - Phase 6 Price
8 City Council/ public hearing
8.1 270
Iprep breifing
8.2 deliver briefing 10 $11M
...................... .................
I-
I-
-tal - Phase 6 Price 100
9 closeout report
9.1 develop report 8 $1,500
Submftl - Phase 6 Hours
Subtallal - Phase 6 Price
PROJECT TOTALS (HRS) 753
PROJECT TOTALS (S)
Total labor
video production (14)
000 (based on 2 -min video)
printing & USBs
$114,6011, (est. 100 units @ 200 pp ea + 100 U drives)
OCs
total price
2