1 FIRST MODIFICATION OF AGREEMENT NO. 10967 (CCS)
This First Modification of Agreement Number 10967 (CCS) (“First Modification”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and Advanced Problem Solving LLS (APS or Contractor) is made with reference to the following:
RECITALS
A. On or about December 5, 2019, the City and APS entered into Agreement Number 10967 (CCS) for Training Delivery Model on behalf of the Los Angeles Area Fire Chiefs Regional Training Group (LAAFCA RTG) (“Original Agreement”).
B. The City and APS desire to modify the Original Agreement to (include additional services to be performed by APS and to increase the contract price to pay for those additional services).
TERMS AND CONDITIONS
Now, therefore, the undersigned parties do hereby mutually agree to modify the Original Agreement as follows:
1. Section 2 of the Original Agreement entitled “APS Services” shall be modified by adding the following paragraph:
Additional Services. APS will perform all of the additional services (“Additional Services”) described in Exhibit A-1, Scope of Services.
APS will complete the Additional Services in accordance with Exhibit B-1, Budget.
2. Section 4 of the Original Agreement entitled “Compensation” shall be modified by adding the following paragraph:
Compensation. The City will compensate APS for the Additional Services in an amount not to exceed $1,020,000 as set forth in Exhibit B1. The total contract price for services pursuant to the Original Agreement and this First Modification shall not exceed $4,020,000.
3. Exhibit A-1 and Exhibit B-1 are attached hereto incorporated herein by this reference.
DocuSign Envelope ID: 686DD18D-FC76-44E9-939F-C1C1DCAEA9DC 11/16/2020
2 4. Except as expressly modified by this First Modification, all other terms and conditions of the Original Agreement shall be and remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this First Modification as of the date and year first written above.
ATTEST:
______________________________
DENISE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM:
______________________________
LANE DILG
City Attorney
CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________
RICK COLE
City Manager
APS Corporation
ENDOR
Advanced Problem Solving LLC (APS)
By: _______________________________
DocuSign Envelope ID: 686DD18D-FC76-44E9-939F-C1C1DCAEA9DC Interim City Attorney
11/12/2020 George Cardona
Sr. Director, Business Development
David M. Andrews 11/12/2020
Interim City Manager
Denise Anderson-Warren 11/23/2020 Lane Dilg 11/16/2020
City Clerk
3 Exhibit A-1
Scope of Services
The additional funding provided by Los Angeles County Measure B funds will be used to collaboratively develop and deliver a comprehensive bioterrorism training program targeted for first responders, public health officers, healthcare workers, and emergency managers to improve the all-hazards readiness in Los Angeles County.
Online Curriculum Development:
Full instructional design support (instructional design services, course development services, quality assurance testing, etc.) for development of a 4-hour online curriculum on bioterrorism, with subject matter experts to be provided by LAAFCA.
Curriculum to be organized into approximately 4 to 8 modules (number to be determined by LAAFCA RTG), with each module developed in Storyline 360 by Articulate.
Curriculum to include:
• Scenario-based learning exercises, requiring users to apply general principles to real-world situations. • One or more “what right looks like” videos demonstrating appropriate assessment and response procedures, with Illustrative extracts from these videos incorporated into lesson modules in order to demonstrate key learning points. • Other video content as appropriate, with total finished video content not to exceed 8 minutes per hour of online content (32 minutes total). • Speed bump questions (sometimes called “knowledge checks”), including detailed feedback depending on the user’s response.
• A post-test consisting of at least 10 questions randomly selected from a test bank of at least 15-20 questions, including randomized sequence of responses to each of these questions.
Video Production Services:
Full video production services for the following products:
• Up to eight (8) different customized versions of a 3-5 minute commercial quality video informing different target audiences about the training efforts being undertaken by personnel from multiple disciplines to provide a coordinated response in the event of bioterrorism attack or incident in the Los Angeles area. • The video will feature leaders from multiple disciplines and/or target audiences; background footage (b-roll) from the greater Los Angeles region, including significant drone footage; and selected stock footage of actual emergency responses as appropriate (after securing necessary copyright permissions).
DocuSign Envelope ID: 686DD18D-FC76-44E9-939F-C1C1DCAEA9DC 4 • Each version of the video will be short (approximately 3-5 minutes long) in order to maximize its impact. Accordingly, not all officials who have been filmed will appear in every version of the video.
• Due to the different versions of the video that will be created, we anticipate approximately 30 minutes of finished video product in total.
This SOW covers all pre-production, production and post-production costs, including the following:
• Project manager overseeing all aspects of this project, including coordination of the video component with the online training component. • Instructional designer/script writer who will work with SMEs provided by the LAARTG to develop the finished script for the product.
• Video producer, director, crew, editors.
• Additional support staff as necessary.
Online Training Platform:
Learning Management System (LMS) standard subscription fee includes all standard APS LMS features (user support, admin support, branded portals, automated enrollment and due date reminder messages, manager reporting capabilities, etc.).
LMS standard subscription for up to 35,000 subscribers.
Implementation will consist of input of first name, last name and email address for each user. No data migration (importation of user information or course histories from any prior Learning Management System) is included as part of this implementation.
DocuSign Envelope ID: 686DD18D-FC76-44E9-939F-C1C1DCAEA9DC 5 Exhibit B-1
Budget
The City will compensate Advanced Problem Solving LLC for the Services performed as noted in Exhibit A-1 in an amount not to exceed $1,020,000 for the term of this agreement.
A. Annual cost of providing an LMS for up to 35,000 end users: $370,000 This cost includes the following per the Scope of Work:
• Providing an LMS for delivering the training content to up to 35,000 end users from all County agencies electing to use the Contractor’s LMS. • Providing SCORM files containing the training content for those agencies electing not to use the Contractor’s LMS.
B. Cost per eight modules $81,250 as described in the Scope of Work for a total of $650,000
C. Total annual fee: A + B = $1,020,000
This per-lesson cost is for each of eight (8) online training lessons of approximately 30-60 minutes each on topics with bioterrorism related content for delivery via an LMS.
This per-lesson cost will apply regardless of whether the format and/or substance of the training requirements remain as outlined in Exhibit A-1 or are modified to reflect changing grant requirements and/or changing needs of the RTG, and provided that any such changes are limited to an equivalent work product as described in Exhibit A-1 DocuSign Envelope ID: 686DD18D-FC76-44E9-939F-C1C1DCAEA9DC Bioterrorism Training Program Page 1
Agreement No.: ______________
MEMORANDUM OF AGREEMENT
FOR
BIOTERRORISM TRAINING PROGRAM
THIS MEMORANDUM OF AGREEMENT (hereafter "MOA") is made and entered into this _________ day of ________________, 2020,
By and between COUNTY OF LOS ANGELES
(hereafter "County"),
And CITY OF SANTA MONICA ON
BEHALF OF THE SANTA
MONICA FIRE DEPARTMENT
(hereafter "Provider").
Business Address:
333 Olympic Drive
Santa Monica, CA 90401
WHEREAS, pursuant to the authority granted under the Emergency Medical Services and Prehospital Emergency Medical Care Personnel Act (Health & Saf. Code, § 1797, et seq., hereinafter referred to as the "Act"), the County has established and maintains, through the County's Department of Health Services' (DHS) Emergency Medical Services Agency (EMS Agency), an advanced life support (ALS) system for Emergency Paramedic Transportation Services; and
WHEREAS, under the California Health and Safety (H&S) Code, Division 2.5, Chapter 4, Article 1, Section 1797.204 the local EMS Agency shall plan, implement, and evaluate an emergency medical services system, in accordance with the provisions of this part, consisting of an organized pattern of readiness and response services based on public and private agreements and operational procedures; and
WHEREAS, the Santa Monica Fire Department shall host the Los Angeles Area Regional Training Group on behalf of the Los Angeles Area Fire Chief's Association, to collaboratively develop and deliver a comprehensive bioterrorism training program targeted for first responders, public health officers, healthcare workers, and emergency managers to improve the all-hazards readiness in Los Angeles County; and DocuSign Envelope ID: 686DD18D-FC76-44E9-939F-C1C1DCAEA9DC Bioterrorism Training Program Page 2
WHEREAS, Provider presented a proposal to County's Measure B Advisory Board to fund the development and delivery of mission-specific training courses to improve the all-hazards readiness of Los Angeles-area emergency response personnel using unallocated Measure B funds from Fiscal Year 2019-2020; and
WHEREAS, on February 11, 2020, County's Board of Supervisors approved Measure B funding for an amount of up to $1,322,000 to develop the necessary training to support the Los Angeles region in responding to a bioterrorist emergency.
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1.0 SCOPE
1.1 Provider shall develop, and for which County shall reimburse Provider with Measure B funding, mission-specific training courses to improve the all-hazard readiness of Los Angeles-area emergency response personnel.
1.2 Courses shall be designed to teach enhanced skills, including a deeper understanding of bioterrorism incidents.
1.3 Additionally, bioterrorism training will include provision for Train-the-Trainer methods of instruction to allow participant personnel to further support their agencies by serving as instructors, which allows the building of capacity for continuous training of new personnel within the Los Angeles area.
1.4 Program delivery shall be conducted through video, classroom, and online sessions.
2.0 TERM
2.1 The term of this MOA is effective upon the date of execution by the Director of Health Services (Director), or designee. This MOA shall expire on June 30, 2021 unless sooner extended or terminated, in whole or in part, as provided herein.
2.2 In any event, this MOA may be terminated at any time by either party by giving at least thirty (30) calendar days advance written notice to the other party.
3.0 PAYMENT AND INVOICES
3.1 County's maximum reimbursement amount to Provider for the development and delivery of this training shall not exceed One Million, Three Hundred Twenty-Two Thousand Dollars ($1,322,000).
3.2 County shall not reimburse Provider for the delivery of this training to the extent that Provider receives funding from any other grant or third-party DocuSign Envelope ID: 686DD18D-FC76-44E9-939F-C1C1DCAEA9DC Bioterrorism Training Program Page 3
source to offset the cost.
3.3 Provider shall submit copies of invoice(s) with proof of payment to the County that clearly reflects and provides details for the purchase. Invoice(s) and proof of vendor payment shall be forwarded to County via United States Postal Service, facsimile transmission [(562) 941-2397], or e-mail transmission ([email protected]) within thirty (30) days after payment to the vendor to the following address:
Department of Health Services
Emergency Medical Services Agency
10100 Pioneer Blvd., Suite 200
Santa Fe Springs, CA 90670
Attn: Kay Fruhwirth, County's Project Director
3.3.1 County Approval of Invoices
All invoices submitted by Provider for payment must have the written approval of the County's Project Director prior to any payment thereof.
In no event shall the County be liable or responsible for any payment prior to such written approval. Approval for payment will not be unreasonably withheld.
3.3.2 County shall reimburse Provider within ninety (90) days of receipt of complete and correct invoice(s), including Provider's purchase order(s) and proof of payment from Provider for allowable service costs.
4.0 COUNTY ADMINISTRATION
4.1 Director shall have the authority to administer this MOA on behalf of the County.
Director retains professional and administrative responsibility for the services rendered under this MOA.
4.2 County's Project Director shall be responsible for ensuring that the objectives of this MOA are met and providing direction to the Provider in the areas relating to County policy, information requirements, and procedural requirements.
County's Project Director is:
Kay Fruhwirth
Department of Health Services
Emergency Medical Services Agency
10100 Pioneer Blvd., Suite 200
Santa Fe Springs, CA 90670
Telephone: (562) 378-1596
E-mail: [email protected]
DocuSign Envelope ID: 686DD18D-FC76-44E9-939F-C1C1DCAEA9DC Bioterrorism Training Program Page 4
4.3 County shall notify Provider in writing of any change in the name of the County's Project Director.
5.0 PROVIDER ADMINISTRATION
5.1 Provider's Project Manager shall be responsible for Provider's day-to-day activities as related to this MOA and shall coordinate with County's Project Director on a regular basis. Provider's Project Manager is:
Tom Clemo
Santa Monica Fire Department
333 Olympic Drive
Santa Monica, CA 90401
Telephone: (310) 458-8652
E-mail: [email protected]
5.2 Provider shall notify County in writing of any change in the name or address of Provider's Project Manager.
6.0 AMENDMENTS
For any change that affects the term or any conditions included under this MOA, an Amendment shall be prepared by County and then executed by Provider and by Director, or designee.
7.0 FACSIMILE AND/OR PORTABLE DOCUMENT FORMAT REPRESENTATIONS County and Provider hereby agree to regard signed Amendments received via facsimile transmission and/or in Portable Document Format (PDF) via e-mail, as representations of original signatures of authorized officers of each party, when appearing in appropriate places on the Amendments prepared pursuant to Sub-paragraph 6.0, and as legally sufficient evidence that such original signatures have been affixed to Amendments to this Agreement, and as such, the parties need not exchange with each other the signed original Amendment(s).
8.0 GOVERNING LAW, JURISDICTION, AND VENUE
This MOA shall be governed by, and construed in accordance with, the laws of the State of California. Provider agrees and consents to the exclusive jurisdiction of the courts of the State of California for all purposes regarding this MOA and further agrees and consents that venue of any action brought hereunder shall be exclusively in the County of Los Angeles.
9.0 INDEPENDENT PROVIDER STATUS
9.1 This MOA is by and between County and Provider and is not intended, and shall not be construed, to create the relationship of agent, servant, employee, DocuSign Envelope ID: 686DD18D-FC76-44E9-939F-C1C1DCAEA9DC Bioterrorism Training Program Page 5
partnership, joint venture, or association, as between County and Provider. The employees and agents of one party shall not be, or be construed to be, the employees or agents of the other party for any purpose whatsoever.
9.2 Provider shall be solely liable and responsible for providing to, or on behalf of, all persons performing work pursuant to this MOA all compensation and benefits. County shall have no liability or responsibility for the payment of any salaries, wages, unemployment benefits, disability benefits, Federal, State, or local taxes, or other compensation, benefits, or taxes for any personnel provided by or on behalf of Provider.
9.3 Provider understands and agrees that all persons performing work pursuant to this MOA are, for purposes of Workers' Compensation liability, solely employees of Provider and not employees of County. Provider shall be solely liable and responsible for furnishing any and all Workers' Compensation benefits to any person as a result of any injuries arising from or connected with any work performed by or on behalf of Provider pursuant to this MOA.
10.0 INDEMNIFICATION
Provider shall indemnify, defend and hold harmless the County, its Special Districts, elected and appointed officers, employees, agents and volunteers ("County Indemnitees") from and against any and all liability, including but not limited to demands, claims, actions, fees, costs, and expenses (including attorney and expert witness fees), arising from or connected with Provider's intentional, willful, or negligent acts and/or omissions arising from and/or relating to this MOA, except as to the sole intentional, willful, or negligent acts and/or omissions of the County Indemnitees.
11.0 NOTICES
All notices or demands required or permitted to be given or made under this MOA shall be in writing and shall be hand delivered with signed receipt or mailed by first-class registered or certified mail, postage prepaid, addressed to the parties as identified in Sub-paragraphs 4.2 and 5.1, and copies to:
Julio C. Alvarado, Director
Contracts and Grants Division
313 North Figueroa Street, 6th Floor East
Los Angeles, California 90012
Addresses may be changed by either party giving ten (10) days' prior written notice thereof to the other party.
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DocuSign Envelope ID: 686DD18D-FC76-44E9-939F-C1C1DCAEA9DC Bioterrorism Training Program Page 6
IN WITNESS WHEREOF, the Board of Supervisors of the County of Los Angeles has caused this MOA to be executed by the County's Director of Health Services and Provider has caused this MOA to be executed in its behalf by its duly authorized officer, the day, month, and year first above written.
COUNTY OF LOS ANGELES CITY OF SANTA MONICA
By: _________________________ By: ________________________ Christina R. Ghaly, M.D. Lane Dilg
Director of Health Services Interim City Manager
APPROVED AS TO FORM:
MARY C. WICKHAM
County Counsel
By: __________________________ By: _________________________ Brian T. Chu George S. Cardona
Principal Deputy County Counsel Interim City Attorney
ATTEST TO:
By: _________________________
Denise Anderson-Warren
City Clerk
DocuSign Envelope ID: 686DD18D-FC76-44E9-939F-C1C1DCAEA9DC 11/12/2020
11/16/2020
11/23/2020