alameda co. sheriff contract with saic, uasi-mtep

7/30/2019 Alameda Co. Sheriff Contract With SAIC, UASI-MTEP

1/31

Alan1eda County Sheriff's OfficeLakeside Plaza, 1401 Lakeside Drive, 12th Floor, Oakland, CA 94612-4305

GregoryJ. Ahern, SheriffDirector of Emergency Services Coroner -Marshal

AGENDA ITEM NO.__ April 24, 2012April 12,2012Honorable Board of SupervisorsCounty Administration Building1221 Oak StreetOakland, CA 94612

SUBJECT: APPROVAL OF THE STANDARD SERVICES AGREEMENT BETWEENALAMEDA COUNTY SHERIFF'S OFFICE WITH SCIENCEAPPLICATION INTERNATIONAL CORP.

Dear Board Members:RECOMMENDATION:It is respectfully requested that your Honorable Board:

1. Approve and authorize the President of the Board to sign in original signatures four (4)copies of the Standard Services Agreement (Procurement Contract ID #7471) betweenScience Application International Corp. (Principal: Betty Kamara; Location: Maitland,FL, ) and the Alameda County Sheriff's Office (ACSO) in the amount of $74,838.00 forthe service period April 1,2012 through July 31,2012 to provide multi-year training andexercise strategic planning service funded by the Urban Area Security Initiative traininggrant.

SUMMARY DISCUSSION:On July 12,2011, your Board approved the Sheriff's Office to enter into an agreement with theCity and County of San Francisco for the distribution of Fiscal Year 2010 Urban Area SecurityInitiative (UASI) regional funds in the amount of$7,529,140. Among the total FY10 UASIfunding, $1,700,000 is for providing training to the Bay Area region in direct support of thegoals and objectives related to the recovery from acts of terrorism.The Multi-Year Training and Exercise Strategic Plan will serve as a roadmap for the County,individual jurisdictions, and organizations throughout the Bay Area region to follow. The planwill help to identify jurisdictional training and exercise priorities. A capability-based planningapproach will be used to facilitate and identify the training and exercise needs for the region.
http:///reader/full/74,838.00http:///reader/full/74,838.00


2/31

Honorable Board of SupervisorsPage 2 of2April 12,2012SELECTION CRITERIA:The UASI Regional Training and Exercise Program staffrequested proposals on 12/15/2011 forthe multi-year planning services and received response from Louisiana State University (LSU),Science Application International Corp. (SAIC) and Citygate Associated, LLC (Citygate). Out ofthe 3 bids received, LSUproposed the plan with lowest cost. However, ACSO and LSU could notagree upon the language used on the contract due to the State law difference. General ServicesAgency (GSA), therefore, recommended goingfor the second lower cost proposal by SAle.Evaluation Summary:Louisiana State University (LSU) -- $64,698.00Science Application International Corp (SAIC) -- $74,838.00Citygate Associated LLC -- $184,792.00The Auditor-Controller's Office of Contract Compliance has approved the Federal Small LocalEmerging Business (.SLEB) Waiver Request on April 5, 2012, Waiver #F377.FINANCING:

This request does not increase the net County cost in FY20 11-2012 or in future years.Respectfully submitted,~ . l ~ ~ : : r t ! ' ! ' / ~ ?

~ . . . . ! 7 ~ - ~~ G r e g o r y J. AhemSheriff-Coroner

GJA: JWC: jwccc: Susan Muranishi, County Administrator Patrick O'Connell, Auditor-Controller
http:///reader/full/64,698.00http:///reader/full/74,838.00http:///reader/full/184,792.00http:///reader/full/64,698.00http:///reader/full/74,838.00http:///reader/full/184,792.00


3/31

------

Alameda County Audit()r-Controller AgencyOffice of Contract Compliance (OCC)fEDERAL GRANT FUNDSSMALL LOCAL EMERGING BUSINESS (SLES) WAIVER REQUESTREQUIREOTO SOLICIT BIDS,lPROPOSALS AND AWARD/AMEND CONTRACTS

THAT INCLUDE FIDERAL GRANT FUNDS THAT PROHIBIT GeOGRAPHICAL PREFERENCESDIRECDOtjS; Complete 1-6 below an d submitthrs form wifll suppoding documentation speeiftcally stating thatgeographic p1'efelences are banned for the requested procurement to Tarrance Truong, Auditor Controller, ace,at QIC 20111 or VKr ema. to tarrgncI,jruong@gc:gov org, Upon approval, a fedelat Funds Waivel number will beissued. This numbec is a mandatory field required to enter Q Procurement Cordract In ALeOUNK. acc wi! returnapprovals and denials to the Requesting DeporImenf isted below. If nlfiCII waNer is to solicit bids, resubmit acopy of the originally signed form as needed to GWard/amend cordract with required addifional information(U/C below).1. Requesting Department Name:._A1_a_m_ed_s-:-Cou nty",,-S_he_rfff'_ ____________ _S_O_ffi_C6

A. contact First and last Name: Dennis Houg.htelling, Commander Qle: 80502._ - - - B. Email Address: dhoughteJling@acgov,org Phone Number: 925-56Q...5l3692. Procurement Description: Provide UASI Strategic Three Year Plan & Professional SeNores

CFDA" No.: 97.0673. Select and check appropriate box below to indicate reason for Waiver request:

A. 0 Solicit Bids with County Counsel approved modified SLEB proVisions -..1-- '_Waiver Request Dat.

B. ~ Aword Contract with Coun1y Counsel approved modi fied SLEB provisions ~ . . : ! 3 . . .Waiver Request Dale1) Contractor a m e / C i ~ Sdant:eApplicallons InlemlliionalCorp./MaIlland, Fl.

2) Total Contracf Value: $ 74,83831 Contract Start a t e : ~ ~ 12 Contract End Date; ~ 3 1 J.12

C. 0 Contract Amendment: ~ - - ' _ Also complete B. I} , B. 2) and B. 3) v e ~~ Waiver Requ-est Date .,. --..1) ::rr, ~Onme: Expiration Dote:---1---1 DMoney: Increase Amount $ 0 . . "-2> i t '

",,...,,':,n , , ' ,4. ~ Check here to Indicate that the Federal regulation is attached and p e c i f i c a l l y p r o b i ~ i ' , ~geographical preferences from the procurement described above. : : ::s -Federal Regulation NomefNumber: 32 CFR 33.36 Uniform Administrative RequirementsJor Gffmts("('''';()=iPP.1!>KN' e ''''',v I {;/VV t7 0 - ". "5. 0 Check here to Indicate fhat the, Federal grant funds are SUDgranted or passed t h r ~ g ~ eState to the County where State lows prohibit geographical preferences from the ; ;procurement de 'bed above and rub grant documents are attached.

6.S ReguJ i Na 7 umber.______ ~ ______ __ : _ _ r _ : ; : _ r _ -_ _

OCC to complete: / ' 'l'3A. Re


4/31

Contract No._______ _COUNTY OF ALAMEDASTANDARD SERVICES AGREEMENT

This Agreement, dated as of is by and between the County of Alameda, hereinafter----'refelTed to as the "County", and Applications International Corporation, hereinafterrefened to as the "Contractor".

WITNESSETHWhereas, County desires to obtain Professional services which are more fully described inExhibit A hereto (Definition of Services); andWhereas, Contractor is professionally qualified to provide such services and is willing to providesame to County; andNow, therefore it is agreed that County does hereby retain Contractor to provide ProfessionalServices, and Contractor accepts such engagement, on the General Tenns and Conditions.hereinafter specified in this Agreement, the Additional Provisions attached hereto, and thefollowing described exhibits, all of which are incorporated into this Agreement by this reference:

Exhibit A Definition of ServicesExhibit B Payment TennsExhibit C Insurance RequirementsExhibit D Debannent and Suspension CertificationExhibit E Contract Compliance Reporting RequirementsThe term of this Agreement shall be from Apli11, 2012 through Ju ly 31,lttHe 30, 201 20122. YThe compensation payable to Contractor hereunder shall not exceed SEVENTY FbURTHOUSAND, EIGHT HUNDRED THIRTY-EIGHT dollars ($74,838.00) for the telm of thisAgreement.

Page 1 of 13


5/31

-----------------

Contract No.________IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day andyear first above written.

COUNTY OF ALAMEDA

By:- - - - - ~ - - - - - - - - -Signature

Name:_____ ~ N ~ a t ~ e ~ M ~ i = l e ~ y c - - - - - - - - - -(Printed)Title: President, Board of Supervisors

Date:

Approved as to Form: DONNA R. ZIEGLER,County Counsel for Alameda County

By:- ~ ~ - - = ~ - - - - - - - - - - -, Dep. County Counsel

SCIENCE APPLICATIONSINTERNATIONAL CORPORATION

By:- - - + - - r + - ~ - - - - - - - - -

Name: Betty Kamara(Printed)Title: Contracts Administrator

By signing above, signatory warrants and represents that he/she executed this Agreement in hislher authorized capacity . and that by hislher signature on thisAgreement, he/she or the entity upon

I be;alf of which he/she acted, executed thisA reement~ ~ - - - - - - - - - - ~

Page 3 of 17


6/31

Contract No. ________GENERAL TERMS AND CONDITIONS

1. INDEPENDENT CONTRACTOR: No relationship of employer and employee is createdby this Agreement; it being understood and agreed that Contractor is an independentContractor. Contractor is not the agent or employee of the County in any capacitywhatsoever, and County shall not be liable for any acts or omissions by Contractor norfor any obligations or liabilities incurred by Contractor.Contractor shall have no claim under this Agreement or otherwise, for seniority, vacationtime, vacation pay, sick leave, personal time off, overtime, health insurance medical care,hospital care, retirement benefits, social security, disability, Workers' Compensation, orunemployment insurance benefits, civil service protection, or employee benefits of anykind.Contractor shall be solely liable for and obligated to pay directly all applicable payrolltaxes (including federal and state income taxes) or contributions for unemploymentinsurance or old age pensions or annuities which are imposed by any governmental entityin connection with the labor used or which are measured by wages, salaries or otherremuneration paid to its officers, agents or employees and agrees to indemnify and holdCounty harmless from any and all liability which County may incur because ofContractor's failure to pay such amounts.In carrying out the work contemplated herein, Contractor shall comply with all applicablefederal and state workers' compensation and liability laws and regulations with respect tothe officers, agents and/or employees conducting and participating in the work; andagrees that such officers, agents, and/or employees will be considered as independentContractors and shall not be treated or considered in any way as officers, agents and/oremployees of County.Contractor does, by this Agreement, agree to perform his/her said work and functions atall times in strict accordance with currently approved methods and practices in his/herfield and that the sole interest of County is to insure that said service shall be performedand rendered in a competent, efficient, timely and satisfactory manner and in accordancewith the standards required by the County agency concerned.Notwithstanding the foregoing, if the County determines that pursuant to state and federallaw Contractor is an employee for purposes of income tax withholding, County may upontwo week's notice to Contractor, withhold from payments to Contractor hereunder federaland state income taxes and pay said sums to the federal and state governments

2. INDEMNIFICATION: To the fullest extent permitted by law, Contractor shall holdharmless, defend and indemnify the County of Alameda, its Board of Supervisors,employees and agents from and against any and all claims, losses, damages, liabilitiesand expenses, including but not limited to reasonable attorneys' fees, to the extent arisingout of or resulting from the negligent acts or omissions of Contractor occurring in the

Page 4 of 17


7/31

Contract No. _______ _performance of its obligations under this Agreement, provided that any such claim, loss,damage, liability or expense is attributable to bodily injury, sickness, disease, death or toinjury to or destruction of property, including the loss therefrom, or to any violation offederal, state or municipal law or regulation, which to the extent caused by the negligentacts or omissions of Contractor under this agreement (collectively "Liabilities") exceptwhere such Liabilities are caused by the negligent acts or omissions of the County ofAlameda, its Board of Supervisors, employees or agents. The County may participate inthe defense of any such claim without relieving Contractor of any obligation hereunder.In the event that Contractor or any employee, agent, or subcontractor of Contractorproviding services under this Agreement is determined by a court of competentjurisdiction or the Alameda County Employees' Retirement Association (ACERA) orCalifornia Public Employees' Retirement System (PERS) to be eligible for enrollment inACERA and PERS as an employee of County, Contractor shall indemnify, defend, andhold harmless County for the payment of any employee and/or employer contributionsfor ACERA and PERS benefits on behalfof Contractor or its employees, agents, orsubContractors, as well as for the payment of any penalties and interest on suchcontributions, which would otherwise be the responsibility of County.

3. LIMITATION OF LIABILITY: 1. The Contractor's total liability to the County for anyand all liabilities, claims or damages arising out of or relating to this Contract, howsoevercaused and regardless of the legal theory asserted, including breach of contract orwarranty, tort, strict liability, statutory liability or otherwise, shall not, in the aggregate,exceed the amount actually paid to the Contractor under this Agreement, or under thespecific task order at issue, whichever is less. 2. In no event shall either the Contractor orthe County be liable to the other for any punitive, exemplary, special, indirect, incidentalor consequential damages (including, but not limited to, lost profits, lost businessopportunities, loss of use or equipment down time, and loss of or corruption to data)arising out of or relating to this Agreement, regardless of the legal theory under whichsuch damages are sought, and even if the parties have been advised of the possibility ofsuch damages or loss.4. WARRANTY: (a) The Contractor warrants that the Services provided under thisAgreement shall be performed with that degree of skill and judgment normally exercisedby recognized professional firms performing services the same as or substantially similarto the Services. In the event of any breach of the foregoing warranty, provided theCounty has delivered to the Contractor timely notice of such breach as hereinafterrequired, the Contractor shall, at its own expense, in its discretion either: (1) re-performthe non-conforming Services and correct the non-conforming Deliverables to conform tothis standard; or (2) refund to the County that portion of the Price received by theContractor attributable to the non-conforming Services and/or Deliverables. No warrantyclaim shall be effective unless the County has delivered to the Contractor written noticespecifying in detail the non-conformities within 90 days after performance of the nonconforming Services or tender of the non-conforming Deliverable. The remedy set forthin this Section is the sole and exclusive remedy for breach of the foregoing warranty.

Page 5 of 17


8/31

Contract No. _______ _(b) THE CONTRACTOR SPECIFICALLY DISCLAIMS ANY OTHER EXPRESS ORIMPLIED STANDARDS, GUARANTEES, OR WARRANTIES, INCLUDING ANYWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES THAT MAY BEALLEGED TO ARISE AS A RESULT OF CUSTOM OR USAGE, ANY WARRANTYOF ERROR FREE PERFORMANCE, OR ANY WARRANTY OF THIRD PARTYPRODUCTS, OR FUNCTIONALITY OF THE COUNTY'S HARDWARE,SOFTWARE, FIRMWARE, OR COMPUTER SYSTEMS.(c) The County represents and warrants to Contractor that the County has the right to useand furnish to Contractor for Contractor's use in connection with this Agreement, anyinformation, specifications, data or Intellectual Property that County has provided or willprovide to Contractor in order for Contractor to perform the Services.

5. INSURANCE l \.. D BOND: Contractor shall at all times during the term of theAgreement with the County maintain in force those insurance policies and bonds asdesignated in the attached Exhibit C, and will comply with all those requirements asstated therein.6. PREVAILING WAGES: Pursuant to Labor Code Sections 1770 et seq., Contractor shallpay to persons performing labor in and about Work provided for in Contract not less thanthe general prevailing rate of per diem wages for work of a similar character in the localityin which the Work is performed, and not less than the general prevailing rate of per diemwages for legal holiday and overtime work in said locality, which per diem wages shall notbe less than the stipulated rates contained in a schedule thereof which has been ascertainedand determined by the Director of the State Department of Industrial Relations to be thegeneral prevailing rate of per diem wages for each craft or type of workman or mechanicneeded to execute this contract.7. WORKERS' COMPENSATION: Contractor shall provide Workers' Compensationinsurance, as applicable, at Contractor's own cost and expense and further, neither theContractor nor its carrier shall be entitled to recover from County any costs, settlements,or expenses of Workers Compensation claims arising out of this Agreement.8. CONFORMITY WITH LAW AND SAFETY:

a. In performing services under this Agreement, Contractor shall observe andcomply with all applicable laws, ordinances, codes and regulations ofgovernmental agencies, including federal, state, municipal, and local governingbodies, having jurisdiction over the scope of services, including all applicableprovisions of the California Occupational Safety and Health Act. Contractor shallindemnify and hold County harmless from any and all liability, fines, penaltiesand consequences from any of Contractor's failures to comply with such laws,ordinances, codes and regulations.

Page 6 of 17


9/31

Contract No._______ _b. Accidents: I f a death, serious personal injury or substantial property damageoccurs in connection with Contractor's perfonnance of this Agreement,Contractor shall immediately notify the Alameda County Risk Manager's Officeby telephone. Contractor shall promptly submit to County a written report, insuch fonn as may be required by County of all accidents which occur inconnection with this Agreement. This report must include the followinginformation: (1) name and address of the injured or deceased person(s); (2) nameand address of Contractor's sub-Contractor, if any; (3) name and address ofContractor's liability insurance carrier; and (4) a detailed description of theaccident and whether any of County's equipment, tools, material, or staff wereinvolved.c. Contractor further agrees to take all reasonable steps to preserve all physicalevidence and information which may be relevant to the circumstancessurrounding a potential claim, while maintaining public safety, and to grant to theCounty the opportunity to review and inspect such evidence, including the scene

of the accident.9. DEBARMENT AND SUSPENSION CERTIFICATION: (Applicable to all agreementsfunded in part or whole with federal funds and contracts over $25,000).

a. By signing this agreement and Exhibit D, Debarment and SuspensionCertification, Contractor/Grantee agrees to comply with applicable federalsuspension and debannent regulations, including but not limited to 7 Code ofFederal Regulations (CFR) 3016.35,28 CFR66.35, 29 CFR 97.35, 34 CFR80.35,45 CFR 92.35 and Executive Order 12549.b. By signing this agreement, Contractor certifies to the best of its knowledge andbelief, that it and its principals:

(1) Are not presently debarred, suspended, proposed for debannent, declaredineligible, or voluntary excluded by any federal department or agency;(2) Shall not knowingly enter into any covered transaction with a person who

is proposed for debarment under federal regulations, debarred, suspended,declared ineligible, or voluntarily excluded from participation in suchtransaction.10. PAYMENT: For services performed in accordance with this Agreement, payment shallbe made to Contractor as provided in Exhibit B hereto.11. TRAVEL EXPENSES: Contractor shall not be allowed or paid travel expenses unlessset forth in this Agreement.

Page 7 of 17
http:///reader/full/CFR66.35http:///reader/full/CFR66.35


10/31

Contract No._______ -.:.12. TAXES: Payment of all applicable federal, state, and local taxes shall be the soleresponsibility of the Contractor.13. OWNERSHIP OF DOCUMENTS: Contractor hereby assigns to the County and itsassignees all copyright and other use rights in any and all proposals, plans, specification,designs, drawings, sketches, renderings, models, reports and related documents(including computerized or electronic copies) respecting in any way the subject matter ofthis Agreement, whether prepared by the County, the Contractor, the Contractor's sub-Contractors or third parties at the request of the Contractor (collectively, "Documents andMaterials"). This explicitly includes the electronic copies of all above stateddocumentation.

Contractor also hereby assigns to the County and its assignees all copyright and other userights in any Documents and Materials including electronic copies stored in Contractor'sInformation System, respecting in any way the subject matter of this Agreement.Contractor shall be permitted to retain copies, including reproducible copies andcomputerized copies, of said Documents and Materials. Contractor agrees to take suchfurther steps as may be reasonably requested by County to implement the aforesaidassignment. I f for any reason said assignment is not effective, Contractor hereby grantsthe County and any assignee of the County an express royalty - free license to retain and .use said Documents and Materials. The County's rights under this paragraph shall applyregardless of the degree of completionof the Documents and Materials and whether ornot Contractor's services as set forth in Exhibit "A" of this Agreement have been fullyperformed or paid for.In Contractor's contracts with other Contractors, Contractor shall expressly obligate itsSub-Contractors to grant the County the aforesaid assignment and license rights as to thatContractor's Documents and Materials. Contractor agrees to defend, indemnify and holdthe County harmless from any damage caused by a failure of the Contractor to obtainsuch rights from its Contractors and/or Sub-Contractors.Contractor shall pay all royalties and license fees which may be due for any patented orcopyrighted materials, methods or systems selected by the Contractor and incorporatedinto the work as set forth in Exhibit"A", and shall defend, indemnify and hold theCounty harmless from any claims for willful infringement of patent or copyright arisingout of such selection during the term of this Contract. The County's rights under thisParagraph 13 shall not extend to any computer software used to create such Documentsand Materials.Notwithstanding the forgoing, the County and the Contractor shall each retain ownership .of, and all right, title and interest in and to, their respective pre-existing IntellectualProperty, and no license therein, whether express or implied, is granted by this Contractor as a result of the Services performed hereunder. To the extent the parties wish to grantto the other rights or interests in pre-existing Intellectual Property, separate licenseagreements on mutually acceptable terms will be executed. As used herein, "Intellectual

Page 8 of 17


11/31

Contract No.________Property" shall mean inventions (whether or not patentable), works of authorship, tradesecrets, techniques, know-how, ideas, concepts, algorithms, and other intellectualproperty incorporated into any Deliverable and first created or developed by theContractor in providing the Services.

14. CONFLICT OF INTEREST; CONFIDENTIALITY: The Contractor covenants that itpresently has no known interest, and shall not intentionally have any interest, direct orindirect, which would conflict in any manner with the performance of services requiredunder this Agreement. Without limitation, Contractor represents to and agrees with theCounty that Contractor has no known present, and will have no intentionally future,conflict of interest between providing the County services hereunder and any otherperson or entity (including but not limited to any federal or state wildlife, environmentalor regulatory agency) which has any interest adverse or potentially adverse to the County,as determined in the reasonable judgment of the Board of Supervisors of the County.The Contractor agrees that any information, whether proprietary or not, made known toor discovered by it during the performance of or in connection with this Agreement forthe County will be kept confidential and not be disclosed to any other person. Providedhowever, that Contractor shall not be liable for disclosure of any such information if thesame:a. Was in the public domain at the time it was disclosed, orb. Becomes part of the public domain without breach of this Contract, orc. Is disclosed with the written approval of the County, ord. Is disclosed after 3 years from receipt of the information, ore. Was independently developed by the County, or

f. Is or was disclosed by the County to a third Party without restriction, org. Is disclosed pursuant to the provisions of a court order.The standard of care for protecting such information imposed on the Contractor will bethat degree of care the Contractor uses to prevent disclosure, publication or disseminationof its own proprietary information. The Contractor shall not be liable for the inadvertentor accidental disclosure of such information if such disclosure occurs despite the exerciseof the same degree of care as Contractor normally takes to preserve its own such data orinformation. The Contractor agrees to immediately notify the County by notices providedin accordance with Paragraph 15 of this Agreement, if it is requested to disclose anyinformation made known to or discovered by it during the performance of or inconnection with this Agreement. These conflict of interest and future service provisionsand limitations shall remain fully effective five (5) years after termination of services tothe County hereunder.

15. NOTICES: All notices, requests, demands, or other communications under thisAgreement shall be in writing. Notices shall be given for all purposes as follows:Personal delivery: When personally delivered to the recipient, notices are effective ondelivery.

Page 9 of 17


12/31

Contract No.________First Class Mail: When mailed first class to the last address of the recipient known to theparty giving notice, notice is effective three (3) mail delivery days after deposit in aUnited States Postal Service office or mailbox. Certified Mail: When mailed certifiedmail, return receipt requested, notice is effective on receipt, if delivery is confirmed by areturn receipt.Overnight Delivery: When delivered by overnight delivery (FederalExpress/AirbornefUnited Parcel ServicelDHL World Wide Express) with charges prepaidor charged to the sender's account, notice is effective on delivery, if delivery is confirmedby the delivery service. Telex or facsimile transmission: When sent by telex or facsimileto the last telex or facsimile number of the recipient known to the party giving notice,notice is effective on receipt, provided that (a) a duplicate copy of the notice is promptlygiven by first -class or certified mail or by overnight delivery, or (b) the receiving partydelivers a written confirmation of receipt. Any notice given by telex or facsimile shall bedeemed received on the next business day if it is received after 5:00 p.m. (recipient'stime) or on a non-business day.Addresses for purpose of giving notice are as follows:To County: COUNTY OF ALAMEDA Sheriff's Office 1401 Lakeside Drive, 1th Floor Oakland, CA 94612 Attn: Sheriff Gregory Ahem To Contractor: SCIENCE APPLICATIONS INTERNATIONALCORPORATION2301 Lucien Way, Suite 120Maitland, FL 32751Attn: Betty KamaraAny correctly addressed notice that is refused, unclaimed, or undeliverable because of anact or omission of the party to be notified shall be deemed effective as of the first datethat said notice was refused, unclaimed, or deemed undeliverable by the postalauthorities, messenger, or overnight delivery service.Any party may change its address or telex or facsimile number by giving the other partynotice of the change in any manner permitted by this Agreement.

16. USE OF COUNTY PROPERTY: Contractor shall not use County property (includingequipment, instruments and supplies) or personnel for any purpose other than in theperformance of hislher obligations under this Agreement.17. EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS: Contractorassures that he/she/it will comply with Title vn of the Civil Rights Act of 1964 and that noperson shall, on the grounds of race, creed, color, disability, sex, sexual orientation, natioruil

Page 10 of 17


13/31

Contract No._______ _origin, age, religion, Vietnam era Veteran's status, political affiliation, or any other nonmerit factor, be excluded from participation in, be denied the benefits of, or be otherwisesubjected to discrimination under this Agreement.a. Contractor shall, in all solicitations or advertisements for applicants foremployment placed as a result of this Agreement, state that it is an "Equal

Opportunity Employer" or that all qualified applicants will receive considerationfor employment without regard to their race, creed, color, disability, sex, sexualorientation, national origin, age, religion, Vietnam era Veteran's status, politicalaffiliation, or any other non-merit factor.b. Contractor shall, if requested to so do by the County, certify that it has not, in theperfOImance of this Agreement, discriminated against applicants or employeesbecause of their race, creed, color, disability, sex, sexual orientation, nationalorigin, age, religion, Vietnam era Veteran's status, political affiliation, or anyother non-merit factor.c. I f requested to do so by the County, Contractor shall provide the County withaccess to copies of all of its records pertaining or relating to its employmentpractices, except to the extent such records or portions of such records areconfidential or privileged under state or federal law .d. Contractor shall recruit vigorously and encourage minority - and women-ownedbusinesses to bid its subcontracts.e. Nothing contained in this Agreement shall be construed in any manner so as torequire or permit any act, which is prohibited by law.f. The Contractor shall include the provisions set forth in paragraphs A through E(above) in each of its subcontracts.

18. DRUG-FREE WORKPLACE: Contractor and Contractor's employees shall comply withthe County's policy of maintaining a drug-free workplace. Neither Contractor norContractor's employees shall unlawfully manufacture, distribute, dispense, possess or usecontrolled substances, as defined in 21 U.S. Code 812, including, but not limited to,marijuana, heroin, cocaine, and amphetamines, at any County facility or work site. I fContractor or any employee of Contractor is convicted or pleads nolo contendere to acriminal drug statute violation occurring at a County facility or work site, the Contractorwithin five days thereafter shall notify the head of the County department/agency forwhich the contract services are performed. Violation of this provision shall constitute amaterial breach of this Agreement

19. AUDITS; ACCESS TO RECORDS: The Contractor shall make available to the County, .its authorized agents, officers, or employees, for examination any and all ledgers, booksof accounts, invoices, vouchers, cancelled checks, and other records or documentsevidencing or relating to the expenditures and disbursements charged to the County, and

Page 11 of 17


14/31

Contract No.________shall furnish to the County, its authorized agents, officers or employees such otherevidence or information as the County may require with regard to any such expenditureor disbursement charged by the Contractor.The Contractor shall maintain full and adequate records in accordance with Countyrequirements to show the actual costs incurred by the Contractor in the performance ofthis Agreement. If such books and records are not kept and maintained by Contractorwithin the County of Alameda, California, Contractor shall, upon request of the County,make such books and records available to the County for inspection at Contractor'sfacilities during normal business hours. Contractor shall provide such assistance as maybe reasonably required in the course of such inspection. The County further reserves theright to examine and reexamine said books, records and data during the three (3) yearperiod following termination of this Agreement or completion of all work hereunder, asevidenced in writing by the County, and the Contractor shall in no event dispose of,destroy, alter, or mutilate said books, records, accounts, and data in any mannerwhatsoever for three (3) years after the County makes the final or last payment or withinthree (3) years after any pending issues between the County and Contractor with respectto this Agreement are closed, whichever is later.

20. DOCUMENTS AND MATERIALS: Contractor shall maintain and make available toCounty for its inspection and use during the term of this Agreement, all Documents andMaterials, as defined in Paragraph 20 of this Agreement. Contractor's obligations underthe preceding sentence shall continue for three (3) years following termination orexpiration of this Agreement or the completion of all work hereunder (as evidenced inwriting by County), and Contractor shall in no event dispose of, destroy, alter or mutilatesaid Documents and Materials, for three (3) years following the County's last payment toContractor under this Agreement.21. TIME OF ESSENCE: Time is of the essence in respect to all pro'lisions of thisAgreement that specify a time for perfonnance; provided, howtwer, that the foregoing .shall not be construed to limit or deprive a party of the benefits of any grace or use periodallowed in this Agreement.22. TERMINA TION: The County has and reserves the right to suspend, terminate orabandon the execution of any work by the Contractor without cause at any time upongiving to the Contractor prior written notice. The Contractor will not be held liable forany failure or delay in performance due to events beyond its direct control. In the eventof a termination for cause, the Department shall provide a written notice to the Contractorspecifying such nonperformance and allow the Contractor a thirty (30) day period to curethe nonperformance. I f the Contractor fails to cure the nonperformance within the thirty -(30) day cure period, the Department may terminate this Contract prior to its completionby sending the Contractor written notice of its failure to cure the nonperformance andtermination of the Contract. The parties agree that if the Department erroneously,improperly or unjustifiably terminates for cause, such termination shall be deemed atermination without cause, which shall be effective thirty (30) days after such notice oftermination for cause is provided.

Page 12 of 17


15/31

Contract No.________In the event that the County should abandon, tenninate or suspend the Contractor's work,the Contractor shall be entitled to payment for services provided hereunder prior to theeffective date of said suspension, tennination or abandonment. Said payment shall becomputed in accordance with Exhibit B hereto, provided that the maximum amountpayable to Contractor for its Professional Services shall not exceed $74,838.00 paymentfor services provided hereunder prior to the effective date of said suspension, terminationor abandonment.

23. SMALL LGCAL AND EMERGING BUSINESS (SLEB) PARTICIPATIDN:Contmctor has been approved by County to participate in contmct without SLEBparticipation (attach SLEB ) ~ ' 8 ; i ' l C r ) . As a result, there is no requirement to subcontmctwith another business in order to satisfy tbe County's Small and Emerging Locally o:r.vnedBusiness provision.Haweyer, i f eireumstaBees aF the terms af the e9Btraet sbauld ehaBge, Contmctormaybe required to immediately comply with the County's Small and Emerging Local Businessprovisions, including but not limited to: '

a. Contmctor must be a certified small or emerging local business(es) or subcontmct aminimum 20%with a certified small or emerging local business(es).b. SLEB subContmctor(s) is independently o:r.vned and opemted (Le., is not oll/ned oropemted in any "'lay by Prime), nor do any employees of either entity work for theether:c. Small and/or Emerging Local Business participation and current SLEB certificationstatus must be maintained for the term of the contract. Contmctor sball ensure thattheir O'Nn certification status and,lor that of participating subContmctors (as isapplicable) are maintained in compliance with the SLEB Progmm.d. Contmctor shall not substitute or add any small and/or emerging localbusinesses) listed in this agreement 'without prior written approval from tbeCounty. Said requests to substitute or add a small and/or emerging local businesssball be submitted in 'llriting to tbe County department contmct representativeidentified under Item #13 above. Contmctor will not be able to substitute thesubContmctor without prior written approval from the Alameda County Auditor, "Controller Agency, Office ofContmct Compliance (OCC).e. 1'\11 SLEB participation, except for SLEB prime Contmctor, must be tmcked andmonitored utilizing tbe Elation compliance System.

County vAll be under no obligation to pay Contmctor for the percent committed to aSLEB ("vbether SLEB is a prime or subContmctor) if the vlork is not performed by thelisted small and/or emerging local business.

Page 13 of 17


16/31

Contract No._______ _For further infonnation regarding the Small Local Emerging Business particifationrequirements and utilization of the Alameda County Contract Compliance System contactthe County Auditor Controller's Office of Contract Compliance (OCC) located at 1221Oak St., RID. 249, Oakland, Cl\ 94612 at Tel: (510) 891 5500, Fax: (510) 272 6502 orvia Email at [email protected].

24. FIRST SOURCE PROGRAM: For contracts over $100,000, Contractor shall provideCounty ten (10) working days to refer to Contractor, potential candidates to be consideredby Contract;or to fill any nevI or vacant: positions that are necessary to fulfill theircontractual obligations to the County that Cont:ractor has available during the contractterm before advertising to the general public.

25. CHOICE OF LAW: This Agreement shall be governed by the laws of the State ofCalifornia.26. WAIVER: No waiver of a breach, failure of any condition, or any right or remedycontained in or granted by the provisions of this Agreement shall be effective unless it isin writing and signed by the party waiving the breach, failure, right or remedy. Nowaiver of any breach, failure, right or remedy shall be deemed a waiver of any otherbreach, failure, right or remedy, whether or not similar, nor shall any waiver constitute acontinuing waiver unless the writing so specifies.27. ENTIRE AGREEMENT: This Agreement, including all attachments, exhibits, and anyother documents specifically incorporated into this Agreement, shall constitute the entireagreement between County and Contractor relating to the subject matter of thisAgreement. As used herein, Agreement refers to and includes any documentsincorporated herein by reference and any exhibits or attachments. This Agreementsupersedes and merges all previous understandings, and all other agreements, written ororal, between the parties and sets forth the entire understanding of the parties regardingthe subject matter thereof. The Agreement may not be modified except by a writtendocument signed by both parties.28. HEADINGS herein are for convenience of reference only and shall in no way affectinterpretation of the Agreement.29. ADVERTISING OR PUBLICITY: Contractor shall not use the name of County, itsofficers, directors, employees or agents, in advertising or publicity releases or otherwisewithout securing the prior written consent of County in each instance.30. MODIFICATION OF AGREEMENT: This Agreement may be supplemented, amendedor modified only by the mutual agreement of the parties. No supplement, amendment ormodification of this Agreement shall be binding unless it is in writing and signed byauthorized representatives of both parties.

Page 14 of 17
mailto:[email protected]:[email protected]


17/31

Contract No. _______ ---'31. ASSURANCE OF PERFORMANCE: I f at any time County believes Contractor may notbe adequately performing its obligations under this Agreement or that Contractor may 'failto complete the Services as required by this Agreement, County may request fromContractor prompt written assurances of performance and a written plan acceptable toCounty, to correct the observed deficiencies in Contractor's performance. Contractorshall provide such written assurances and written plan within ten (10) calendar days of itsreceipt of County's request and shall thereafter diligently commence and fully performsuch written plan. Contractor acknowledges and agrees that any failure to provide suchwritten assurances and written plan within the required time is a material breach underthis Agreement.32. SUBCONTRACTING/ASSIGNMENT: Contractor shall not subcontract, assign ordelegate any portion of this Agreement or any duties or obligations hereunder without theCounty's prior written approval.

a. Neither party shall, on the basis of this Agreement, contract on behalf of or in thename of the other party. Any agreement that violates this Section shall confer norights on any party and shall be null and void.b. Contractor shall use the subcontractors identified in Exhibit A and shall notsubstitute subcontractors without County's prior written approval.c. Contractor shall remain fully responsible for compliance by its subcontractorswith all the terms of this Agreement, regardless of the terms of any agreementbetween Contractor and its subcontractors.

33. SURVIVAL: The obligations of this Agreement, which by their nature would continuebeyond the termination on expiration of the Agreement, including without limitation, theobligations regarding Indemnification (Paragraph 2), Ownership of Documents(Paragraph 13), and Conflict of Interest (Paragraph 14), shall survive termination orexpiration.34. SEVERABILITY: If a court of competent jurisdiction holds any provision of thisAgreement to be illegal, unenforceable, or invalid in whole or in part for any reason, thevalidity and enforceability of the remaining provisions, or portions of them, will not beaffected, unless an essential purpose of this Agreement would be defeated by the loss of theillegal, unenforceable, or invalid provision.35. PATENT AND COPYRIGHT INDEMNITY: Contractor represents that it knows of noallegations, claims, or threatened claims that the materials, services, hardware or software("Contractor Products") provided to County under this Agreement infringe any patent;copyright or other proprietary right. Contractor shall defend, indemnify and holdharmless County of, from and against all losses, claims, damages, liabilities, costsexpenses and amounts (collectively, "Losses") arising out of or in connection with anassertion that any Contractor Products or the use thereof, willfully infringe any patent,copyright or other proprietary right of any third party during the term of this Contract.

Page 15 of 17


18/31

Contract No._______ _County will: (1) notify Contractor promptly of such claim, suit or assertion; (2) permitContractor to defend, compromise, or settle the claim; and, (3) provide, on a reasonablebasis, infonnation to enable Contractor to do so. Contractor shall not agree withoutCounty's prior written consent, to any settlement, which would require County to paymoney or perfonn some affinnative act in order to continue using the ContractorProducts.a. I f Contractor is obligated to defend County pursuant to this Section 35 and fails todo so after reasonable notice from County, County may defend itself and/or settlesuch proceeding, and Contractor shall pay to County any and all losses, damagesand expenses (including reasonable attorney's fees and costs) incurred inrelationship with County's defense and/or settlement of such proceeding.b. In the case of any such claim of infringement, Contractor shall either, at itsoption, (1) procure for County the right to continue using the Contractor Products;or (2) replace or modify the Contractor Products so that that they become non-infringing, but equivalent in functionality and perfonnance or refund the purchaseprice of such Contractor Products.c. Notwithstanding this Section 35, County retains the right and ability to defenditself, at its own expense, against any claims that Contractor Products infringe anypatent, copyright, or other intellectual property right.

36. OTHER AGENCIES: Other tax supported agencies within the State of California whohave not contracted for their own requirements may desire to participate in this contract.The Contractor is requested to service these agencies and will be given the opportunity toaccept or reject the additional requirements. I f the Contractor elects to supply otheragencies, orders will be placed directly by the agency and payments made directly by theagency.37. EXTENSION: This agreement may be extended for two additional one year terms bymutual agreement of the County and the Contractor38. SIGNATORY: By signing this agreement, signatory warrants and represents that he/sheexecuted this Agreement in hislher authorized capacity and that by hislher signature onthis Agreement, he/she or the entity upon behalf of which he/she acted, executed thisAgreement

[END OF GENERAL TERMS AND CONDITIONS]

Page 16 of 17


19/31

Contract No.- - - - - - ADDITIONAL PROVISIONS

Instructions:Delete #21{a)-{e). SMALL LOCAL EMERGING BUSINESS (SLEB) PARTICIPATION: Federal Grant Funded contract prohibits participation. Delete #22 FIRST SOURCE PROGRAM: Contract value is less than $100,000.00.

~ ~ounty Counsel Signature:__ __________+ - _

Page 17 of 17


20/31

Contract No.-------EXHIBIT ADEFINITION OF SERVICES

Approach OverviewThe Three-Year Training and Exercise Strategic Plan will serve as a roadmap for the County,individual jurisdictions, and organizations to follow. To identify jurisdictional training and exercisepriorities, Contractor will use a capabilities-based planning approach to facilitate and identify thetraining and exercise needs for the region.Contractor's approach is fully compliant with the Department of Homeland Security's (DHS) Homeland Security Exercise and Evaluation Program (HSEEP). The plan will be all-hazards and address both human-caused and natural hazards. Contractor will develop the Three-Year Training and Exercise Strategic Plan in four phases:

1. Project Initiation2. Preparation and Conduct of the Training and Exercise Planning Workshop (T&EPW)3. Development of Three-Year Training and Exercise Strategic Plan4. Review of Three-Year Training and Exercise Strategic Plan with Stakeholders

Phase 1: Project InitiationContractor will kick off the project with a project planning meeting with the County projectsponsor/ACSO project manager. During this meeting, Contractor will introduce the project team,review and validate the project scope, confinn project schedule and deliverables, identify participantsto serve on a County Training and Exercise Planning Team, and select a date for the planning teamkickoff meeting. The County Training and Exercise Planning Team will serve as a steering committeeto validate our approach and fmdings and to provide feedback on deliverables throughout the project.Contractor recommends that the planning team include representatives from the 12counties/operational areas. Suggested participating departments include the Office of EmergencyServices, Fire Department, Police Department, Hazardous Materials Department, and Public Health.Following the project planning meeting, Contractor will develop a project primer and invitation forstakeholders to serve as a County Training and Exercise Planning Team member. Contractor willfacilitate a two-hour kickoff meeting with County Training and Exercise Planning Team to introducethem to the project, receive initial feedback on the approach, identify training and exercise documentsto review, and discuss the fonnat for an HSEEP-compliant T&EPW.

Exhibit 1: Phase 1 DeliverablesDeliverable I Description

- - . . . - , - - - - ~ -- ~ ~ - ~ ~ - ~ - - ~ - - ~ ~ - ~ - - - - - - ~ - ~ - - ~ --,. ~ ~ - , . - - ~ - ~ ~ - ~ ........----- ~ -!.'Bto]ect Planning Meeting Contractor will conduct aproject planning call with the County projectI sponsor to introduce the Contractor project team and discuss the project: ; deliverables and associated time line for the project. !I " P ' ~ 6 j ~ ~ t " p r i ~ ; ~ - ; ~ d " ' " ' - " - " " ' - ' ~ j c - ~ 7 t t ~ ; ~ t ~ ~ ; i - l l d ~ ~ ; i o P - ; p ~ ~ i ; ~ t p r ~ ~ ~ t h ; t " p r ~ ~ i d ~ ; " ; ~ ~ ~ ~ i ; ; ~ - u ~ ~ ; ; Y " ~ - f -;i ilanning Team the project goals, objectives, and approach and an invitation that describesStakeholder Invite planning team responsibilities. _ _ _ _ _ _____________________________ c______________ .

Page 1 of 6


21/31

Contract No._______ _Deliverable Description- - - - ~ " - - - - - - - - - - - ~ - ~ - - - ~ ~ - - -Project Work Plan

Kickoff Meeting with Steering Committee

: Contractor will develop adetailed work plan for the project, outlining the. project phases and time line for deliverable completion_ The work plan will bereviewed with the County Training and Exercise Planning Team during theproject kickoff meeting.Contractor will facilitate atwo-hour project kickoff meeting with; representatives from the County Training and Exercise Planning Team todiscuss the project phases, review the project work plan, and discuss; T&EPW format.

Phase 2: Preparation and Conduct of the T&EPWT&EPW PreparationBased on the County Training and Exercise Planning Team's feedback from the kickoff meeting,Contractor will begin the development of the documents and materials needed for the workshop. Thesematerials will be based on the capabilities identified in the DHS Target Capabilities List.To prepare for the T&EPW, Contractor will also do the following: Review training and exercise documents, including relevant after action reports/improvement plans(AARIIP) from previous exercises. Prepare documentation and meeting facilitation materials (for example, agendas, PowerPointpresentations, and meeting minutes) in support of the T&EPW. Create a web-based system to invite and register participants for the T&EPW.Contractor will also conduct a final planning meeting via conference call with the County Training andExercise Planning Team to finalize the fOIIDat, documents, and logistics for the T&EPW.T&EPW ConductTo develop an HSEEP-compliant Three-Year Training and Exercise Strategic Plan for the County,Contractor will conduct a T&EPW with key stakeholders from the 12 counties/operational areas. Thepurpose of the T&EPW is to gather, compile, and analyze training and exercise data necessary forinclusion in the plan.Contractor anticipates that the T&EPW will be conducted by placing participants into four disciplinespecific, breakout groups: law enforcement, fire, emergency medical services, and public health. Thebreakout group discussions will be conducted during the morning session. The afternoon session willbring the participants together and provide an opportunity for each group to present the capabilities andpriorities they would like included in the Three-Year Training and Exercise Strategic Plan. Thepurpose of this afternoon session is to bring the participants to consensus regarding the training andexercise needs, to finalize the capabilities and priorities, and to identify the various training andexercises that need to be conducted to address the identified needs.Contractor will conduct one eight-hour T&EPW in a central location that brings participants from all12 counties/operational areas and the three core cities.

Page 2 of6


22/31

--- --Contract No. _______ _

Exhibit 2: Phase 2DeliverablesDeliverable Description - ~, Document Review Contractor will review training and exercise documents. For cost estimationpurposes, Contractor has assumed that we will review one training and exercise document per jurisdiction (15 in total for the 12 counties/operational

i areas and 3core cities). The materials and data collected during the, T&EPW will be considered confidential and maintained followingContractor's security practices.T&EPW Planning Call

T&EPW

Contractor will conduct aplanning meeting via conference call with theCounty Program Team to develop an HSEEP-compliant format for theworkshop, review workshop documents, and discuss logistics.Contractor will provide four facilitators that have background and experience, in each of the four disciplines and one note-taker. Contractor will produce hard copies of workshop materials for participants, sign-in rosters (as: supporting evidence of the planning process), and detailed meeting minutes

: following the workshop.For cost efficiency, Contractor has assumed that we will use government space provided by one of the County organizations. Phase 3: Development of Three-Year Training and Exercise Strategic PlanContractor will develop an HSEEP-compliant Three-Year Training and Exercise Strategic Plan that will progress from simple, individual tasks to more complex, multi-organizational interactions. This reflects a building block approach recommended by HSEEP. The Three-Year Training and Exercise Strategic Plan will link each exercise, training objective, and priority to a corresponding national priority using the DHS Universal Task List (UTL) and Target Capabilities List (TCL). In addition, based on a review of after action reports (AARs), identified improvement plan (IP) actionswill be linked to newly defined exercise initiatives and to the associated target capabilities that wouldaccomplish these priorities.Contractor will create the plan using the DHS MTEP template format. Within 30 days following theT&EPW, Contractor will provide a draft of the Three-Year Training and Exercise Strategic Plan to theplanning team for review. Contractor will collect the feedback from the planning team and incorporatetheir comments into a final version of the plan. The final version of the County Three-Year Trainingand Exercise Strategic Plan will include the following: Identified program priorities and capabilities Detailed graphic illustration of the training and exercise activities scheduled in the years 2012

2015 Training and exercise schedule for the years 2012-2015

Exhibit 3: Phase 3 DeliverablesDeliverable I Description--- - - - ~ ~ ~ - - - - ' - ~ - - - - - - ~ ~ - - - - - - - . ~ - - - - ~ - - -! ." .. , . _ _ . .!Draft and Final Version of . Contractor will develop both adraft version and a final version of the County i:

L l t } ! : ~ _ ~ : X ~ _ ? r . T r ~ ~ n ~ 1 L a . ~ __ ~ _ T ~ r ~ ~ : ' ( E ? ~ . r J ! a . i ~ ! ~ g ...a. . .. E ~ ~ r ~ i s . ~ _ . t @ _ ! ~ . g i __ J ~ ! ! . ! 2 _ " ~ ~ _ g ~ I ! ~ ~ r . ~ t q J ~ ~ _ . _____ .___.JPage 3 of6
mailto:E~~r~is.~_%E7%AE%B4@_!~.gimailto:E~~r~is.~_%E7%AE%B4@_!~.gi


23/31

Contract No._______ _Deliverable Descriptioni Exercise Strategic Plan : County in both hard copy and electronically. ............._.. . .... .... '" ................._...., .. _.........-1fA Graphic Illustration : Contractor will provide the County with adetailed graphic illustration of the !, training and exercise activities scheduled for completion during the years

2012 through 2015. :I ' " ~ .- ... .. .. . ---. ..........,........,....,..... '" ,................... ''" ........................,....._ ...................... ,--_..........,.,.,............. ,..j Training and Exercise i Contractor will provide the County with a training and exercise schedule for 'Schedule completion during the years 2012 through 2015.'............__.. ,_........._.._.,_ ....._.. .._..._..._- ..__.--.. .,

Phase 4: Review of Three-Year Training and Exercise Strategic Plan with StakeholdersFollowing the completion of the final version of the Three-Year Training and Exercise Strategic Plan,Contractor recommends holding a plan review session with stakeholders. This plan review meeting isnot required by HSEEP but Contractor has found that conducting a walk-through of the key strategiesidentified helps stakeholders implement the plan.

Exhibit 4: Phase 4DeliverablesDeliverable DescriptionPlan Review tyleeting 1 Contractor will conduct an on-site plan review meeting to facilitate awalk

j through of the final Three-Year Training and Exercise StrategiC Plan .. : Contractor will provide a lead facilitator, one subject matter expert, and a, : note taker. I:. _ ........._ ._ , ... __ .. _ " - . ~ __ _ " . . . ."'_ .. __ . ___ .. __ , .:. ____.v __ _ __ .,._._,_,,.__ .. __ .w__ w____ ~ ~ " . _ ' " ~ ____ " ' ~ " W ___ __ .,..____..-_ _ ~ _ ~ _ ~ . ~ . __ ~ __ . . . . . . . . - . . . - , , ~__ ' Project Schedule Ju ly 31, 2012The proposed time line demonstrates how Contractor will complete the project by the Jttfte 30,201Ydeadline. Contractor has assumed a stalt date of April 1,2012.Upon project activation, County and Contractor shall fOlthwith jointly create a schedule governing the timely performance of Contractor's selvices hereunder. The agreed upon schedule shall be incorporated into this Agreement upon its adoption by the palties and thereafter Contractor shall perform allselvices under this Agreement in conformance with the schedule. Team StructureContractor has pulled together a team of subject matter experts that combine operational workingknowledge of each of the four disciplines plus experience in developing multiyear training andexercise strategies. Our project manager is a HSEEP train-the-trainer. The following is a briefsummary of our key personnel's experience and qualifications Contractor Project Manager. The Contractor project manager, Ms. Shannon LaVine, will provide overall direction and oversee the quality of service and delivery of work products associated with this project. She will have day-today responsibility for the project so that the County's needs are met within guidelines established under this proposal and will be available for rapid response in the event urgent matters arise. Ms. LaVine is a skilled project manager with over

12 years of experience in managing, designing, and developing exercises and technical assistance' deliverables to help local, state, and federal govenunents and the private sector understand issues relating to acts of terrorism and incidents of national significance. She is a HSEEP train-the-trainer instructor and has developed over a dozen MTEPs. Page 4 of6


24/31

Contract No.________ Contractor Subject Matter Experts. Contractor subject matter experts and staff will support dayto-day requirements of the project and will assist the project manager as needed. The identified

subject matter experts will also provide guidance regarding their relevant discipline into thetraining and exercise strategic planning process as well as the federal, State of California, and theBay Area Training and Exercise Program objectives and emergency preparedness requirements.Key disciplines include the following:o Law Enforcement/Tactical: Mr. Craig Palmer has 20 years of law enforcement experience. AsTraining and Research Section Chief for the Montana Highway Patrol, Mr. Palmer wasresponsible for managing the training function for the division from recruitment and selection

of new employees to ensuring all personnel maintain training standards.He also serves as an adjunct faculty for the National Fire Academy, providing instruction toemergency service personnel in the areas of hazardous material emergency response andresponse to acts of terrorism involving weapons of mass destruction.o FirelEmergency Medical Services: Chief Donald Forsyth has 35 years of experience. AsBattalion Chief for the Orange County Fire Authority, Chief Forsyth manages the day-to-dayactivities of a field battalion, including training programs, fire prevention inspection programs,vehicle and facilities maintenance, and personnel management and development. He responded

as task force leader or rescue team manager for FEMA when California Task Force 5 of theFEMA Urban Search and Rescue Program was activated, including the 1994 NorthridgeEarthquake and the 1995 Oklahoma City Bombing Incident.o Public Health: Ms. Beth Armentano is an experienced public health professional. As a districtepidemiologist for the Virginia Department of Health, Ms. Armentano oversaw reportabledisease investigations and led outbreak investigations for a population of 400,000. Ms.Armentano has served as an Epidemiologist for the Oklahoma State Department of Health anda program coordinator for Massachusetts Department of Health. She also managed anddeveloped dozens of emergency response plans on a wide range of public health issues,including isolation and quarantine and mass prophylaxis. Ms. Armentano designed, evaluated,

and/or controlled exercises to test those plans.o Emergency Management: Ms. Shannon LaVine will serve as the subject matter expert for theemergency management breakout group.

Contractor Publications Team. The Contractor Publications Team will conduct a thoroughtechnical edit of project documents and deliverables.Assumptions and ConstraintsThis proposal is based on the following key assumptions and constraints. Deviations that arise duringthe proposed project will be managed through a standard change control process. Project Sponsor. ACSO/County will assign a primary point of contact to serve as the project

sponsor and address administrative and functional issues. Confidentia lity Policies. Contractor uses only preapproved, designated personnel who have Signedthe nondisclosure or confidentiality statements, if required. Contractor follows its documentedinternal procedures and protocols for protection of confidential materials collected from each of thecounties/operational areas. Contractor established these internal procedures to meet requirementsby federal, state, and local governments to provide protection of critical infrastructure data.

Page 5 of6


25/31

Contract No.________ Access to Materials an d Plans. Documentation pertinent to the critical operations of eachdepartment should be made available to Contractor for review in electronic fonnat within threedays of request. Access to Key Personnel. Availability of county/operational area subject matter experts is criticalto obtaining the information required for the overall success of this project. Infonnation presentedby the subject matter experts will be accepted as factual and no confirmation will be made. Work LocationlMeeting Space. ACSO/County will provide meeting room space for all meetingsand workshops. Contractor staff will perform work off-site at Contractor offices, except whenrequired to be on-site for meetings.

, Three-Year Training and Exercise Strategic Planning Team. Contractor assumes that theThree-Year Training and Exercise Strategic Plan planning team will have no more than 30participants. Contractor will provide meeting materials for up to 30 participants at the kickoffmeeting and the final walk-through meeting. Deliverables. Contractor agrees to deliver the following:

o Electronic copies of the interim draft deliverables during the planning processo B lack and white hard copy documents for up to 100 participants at the T &EPWo Printed and bound color copy of the final version of the Three-Year Training and ExerciseStrategic Plan for each county/operational area; the County Program Team; and ACSO (100total)o Compact disc or USB drive containing the electronic files for the final Three-Year Training andExercise Strategic Plan project in Microsoft Word format and the graphic illustration providedin PDF format for each county/operational area; the County Program Team; and ACSO (100total).

Page 60f6


26/31

Contract No. ________EXHIBITB

PAYMENT TERMS

Project BudgetThe fee for the services under this Agreement will be based on a firm fixed price of seventy-fourthousand, eight hundred thirty-eight ($74,838.00) dollars. County will invoiced upon completion ofeach project phaseThe fixed price is derived from estimating the number of work hours for each task; estimating the costofmaterials, printing and administrative expenses; and budgeting for reasonable and customary travelexpenses for on-site meetings and planning conference facilitation. The table below, Exhibit: 6, offersa breakdown of the cost by project phase.

Exhibit 6: Cost Breakdown by PhaseProject Phase Cost

i Phase 1: Project InitiationPhase 2: Preparation and Conduct of the T&EPW (one 8-hour workshop)

. Phase 3: Development of the Three-Year Training and Exercise Strategic PlanPhase 4: Review of Final Three-Year Training and Exercise Strategic Plan with Stakeholders .

1. County will be invoiced upon completion of each project phase within this scope based onacceptance of deliverables. Invoices will be approved by the County.2. The term of this Agreement is March 15,2012 - July 31, 2012. Contractor shall perform servicesper the attached Exhibit A during this period.3. Total payment under the terms of this Agreement will not exceed the total amount of $74,838.00.This cost includes all taxes and all other charges.4. Upon project activation, County and Contractor shall forthwith jointly create a schedule governingthe timely performance of Contractor's services hereunder. The agreed upon schedule shall beincorporated into this Agreement upon its adoption by the parties and thereafter Contractor shallperform all services under this Agreement in conformance with the schedule.

Page 1 of 1
http:///reader/full/74,838.00http:///reader/full/74,838.00http:///reader/full/74,838.00http:///reader/full/74,838.00


27/31

ATTACHMENT A DISCLOSURES:NRC: On September 3, 2004, the U.S. Department of Justice (DOJ) filed a civil lawsuit in the U.S.District Court in the District of Columbia alleging, inter alia, that SAIC violated the False Claims Act, 31U.S.c. 3729, in connection with two separate contracts with the Nuclear Regulatory Commission(NRC0492037 and NRC0499046). The complaint was based on an allegation that SAIC failed toreport to the NRC certain organizational conflicts of interest (OCls) that allegedly arose while SAIC wasperforming the contracts between 1992 and 1999. SAIC denied the Government 's allegations andvigorously defended its position on the matters raised in the Complaint. A trial commenced on July I,2008. The jury rendered a verdict in favor of the Government on two False Claims Act counts on July 31,2008, and the court entered judgment for the Government on October 9, 2008. SAIC appealed the case tothe U.S. Court of Appeals for the District of Columbia Circuit, and on December 3,2010, the Court ofAppeals vacated judgment as to liability and damages on the two False Claims Act counts and remandedthe case to the District Court for further proceedings. Both parties have filed motions to resolve certainlegal issues before any trial in the matter. Those motions are pending before the court at this time.CityTime: On March 14,2012, SAIC reached a settlement with the U.S. Attorney's Office for theSouthern District ofNew York and the City of New York (the "City") relating to an automated time andattendance management system ("CityTime") that it developed and implemented for the City. Two formerSAIC employees, along with other contractors on the CityTime project, were charged with conspiring todefraud the City into overpaying for CityTime. There were also failures of certain managers in connectionwith their supervision of the former employees and the project overall. There was no evidence that thesemanagers had any personal involvement in or knowledge of the fraud. However, SAIC terminated theresponsible managers for these failures.As part of the settlement, SAIC entered into a deferred prosecution agreement (DPA) and was chargedwith one count of conspiracy to commit wire fraud. SAIC pleaded not guilty to the charge and the U.S.Attorney has agreed to defer prosecution of the charge based on the Company's cooperation with theinvestigation, its remediation efforts and its acceptance of responsibility. The charge will be dismissed inthree years if SAIC complies with all of its obligations under the agreement. Under the DPA, SAIC willcontinue to implement process improvements and control enhancements under the supervision of anindependent monitor reporting to the U.S. Attorney's Office.


28/31

Contract No._________EXHIBITD

COUNTY OF ALAMEDADEBARMENT AND SUSPENSION CERTIFICATION (Applicable to all agreements funded in part or whole with federal funds and contracts over $25,000). The Contractor, under penalty of perjury, certifies that, except as noted below, Contractor, itsprincipals, and any named and unnamed subContractor:

Is not currently under suspension, debarment, voluntary exclusion, or determination ofineligibility by any federal agency;

Has not been suspended, debarred, voluntarily excluded or determined ineligible byany federal agency within the past three years;

Does not have a proposed debarment pending; and Has not been indicted, convicted, or had a civil judgment rendered against it by a court

of competent jurisdiction in any matter involving fraud or official misconduct withinthe past three years.

I f there are any exceptions to this certification, insert the exceptions in the following space.See Attachment A

Exceptions will not necessarily result in denial of award, but wiII be considered in determiningContractor responsibility. For any exception noted above, indicate below to whom it applies,initiating agency, and dates of action.

Notes: Providing false information may result in criminal prosecution or administrativesanctions. The above certification is part of the Standard Services Agreement.Signing this Standard Services Agreement on the signature portion thereof shall alsoconstitute signature of this Certification.

CONTRACTOR: Science Appl ica t ions In t e rn a t i o n a l Corpora t ionPRlNCIPAL: Bet ty TITLE: Cont rac t Admini s t a r to rSIGNATURE: DATE: A p r i l 10, 2012- - ~ - r ~ - - - - - - - - - - - - - -

Revised 4/30109

- - - ~ ~ + - ~ - - - - - - - - - - -


29/31

'"'


30/31

Contract No. ____________10-23QUESTIONNAIRE FOR DETERMINING THE WITHHOLDING STATUSINSTRUCTIONS: This questionnaire is to be completed by the County department forservices contracts and must be included as part of the contract package. Be sure to answer all ofthe questions in Sections I and II and to complete the certifications on page 2. Sections III andIV contain supplemental questions to be answered for Contractors in certain service categories.CONTRACTOR NAME: __ ~ S c ~ ~ ~ n ~ c ~ e ~ A ~ p ~ p l ~ i c ~ a ~ t i o = n s ~ l n ~ t ~ e m ~ a t ~ i o ~ n = m ~ C = o = m ~ __ DEPT#: __ _

. TITLE/SERVICE: UASI Strategic Three Year Plan / Professional ServicesDEPT. CONTACT: Dennis Houghtelling PHONE: 925-560-5869I. INFORMATION ABOUT THE CONTRACTOR YES NO1. Is the Contractor a cOIporation or partnership? (XX) ( )2. Does the Contractor have the right per the contract to hire others to do the (XX) ( ) work agreed to in the contract? 3. If the answer to BOTH questions is YES, provide the employer ID number here: No other questions need to be answered. Withholding is not required. 4. I f the answer to question 1 is NO and 2 is YES, provide the individual social security numberhere: ____________________No other questions need to be answered. Withholding is not required.5. I f the answer to question 2 is NO, continue. to Section II.II. RELATIONSHIP OF THE PARTIES YES NO1. Does the County have the right to control the way in which the work will ( ) ( ) be done, i.e., will the County be able to specify the sequence of steps or the processes to be followed if it chooses to do so? 2. Is the Contractor restricted from performing similar services for other ( ) ( ) businesses while he is working for the County? 3. Will the Contractor be working for more than 50 %of the time for the ( ) ( ) County (50 % =20 hrs/wk; 80 hrs/mo)? 4. Is the relationship between the County and the Contractor intended to be ( ) ( ) ongoing?

Page 10f2


31/31

Contract No. _______ _III. FOR CONSULTANTS, PROJECT MANAGERS, PROJECT COORDINATORS1. Is the Contractor being hired for a period of time rather than for a specific () ( )project?2. Will payment be based on a wage or salary (as opposed to a commission or ( ) ( )lump sum)?IV. FOR PHYSICIANS, PSYCHIATRISTS, DENTISTS, PSYCHOLOGISTS1. Will the agreement be with an individual who does 110t have an outsidepractice? ( ) ( )

2.Will the Contractor work more than an average of ten hours per, week? ( ) ( )

IF THE ANSWER TO 2 IS YES, ANSWER QUESTIONS 3.3.Will the County provide more than 20% of the Contractor's income?

4. I f the answer to either question l.a, or if required, question 1.b is NO, theentire answer is NO.( ) ( )

A "yes" answer to any of the questions in Section II, or, if applicable, Sections III or IVconstitutes justification for paying the Contractor through the payroll system as an "employee forwithholding purposes."

CERTIFICATIONS:I hereby certify that the answers to the above questions accurately reflect the anticipated workingrelatio ip for this contract.

Betty Kamara, Contracts AdministratorPrinted Name

1 10, 2012Date