CONTRACT 5133 Service Agreement CLOSEDAgreement No. 5133
Emergency Management Consulting Solutions
And
The City of El Segundo
Services Agreement
This Agreement ( "Agreement ") is made and entered as of June 01, 2016, by and between,
Emergency Management Consulting Solutions ( "EMCS "), a California corporation, and
The City of El Segundo ( "City ").
RECITALS
A. EMCS is a company that provides disaster preparedness and planning services in
collaboration with host agencies. EMCS personnel are current and recently
retired fire service officers who have field experience in disaster mitigation,
preparedness, response and recovery, as well as didactic experience in preparing
agencies for Emergency Operations Center (EOC) activation through training and
exercises. The staff experience of EMCS affords them the ability to build strong
relationships between the City, the residential community and the business
community.
B. City desires to utilize EMCS's services to improve all elements of disaster
preparedness that falls under the responsibility of the City of El Segundo. This
includes compliance with all State and Federal mandates, ICS/NIMS training,
EOC position training, table -top exercises, functional exercises and other
activities deemed by the City to be critical for disaster preapredness.
Agreement No. 5133
NOW THEREFORE, the Parties hereby agree as follows:
Article 1
Rights and Responsibilities of EMCS
1.1 Provide an Executive Representative "C:or vorate Administrator" EMCS
shall provide one ( "Corporate Administrator ") to oversee all disaster preparedness
efforts and to provide clarification if issues arise between the City and EMCS.
The Corporate Administrator will also produce invoices and other documents
required to verify the requisite work is being completed and will produce various
status reports when asked. The Corporate Administrator will also make
himself/herself available for meetings, presentations or large scale events that
may occur within the City of El Segundo.
1.2 .Provide a lead instructor " Project Manager"). EMSC shall provide one
( "Project Manager ") that will be the lead for all training, exercises and other
functions that may be required to enhance disaster preparedness within the City.
Deliverables include:
1.2.1 Support o )erations in order to maintain efficient levels of service.
Provide high -level guidance and product for the implementation of
emergency preparedness and planning service, maintaining visibility and
accountability throughout every phase of the project.
1.2.2 Evaluate current baseline of disaster pMparcdness.
Conduct a baseline assessment of El Segundo's current disaster
preparedness program and compare it to recognized standards to
determine gaps in the program. Once the gaps are identified, provide a
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plan which includes needed training, exercises, equipment, technology,
services or supplies that will address all gaps identified.
1.2.3 Review and reconinnend corrections to Emergency Operations Plan.
Review the current Emergency Operations Plan (EOP) and make
recommendations on actions that can be taken to update and improve the
document. Assist with determining the best means by which to make
improvements and distribute an updated EOP
1.2.4 Review and recommend corrections to Hazard Mitigation,. Plan.
Review the current Local Hazard Mitigation Plan (LHMP) and make
recommendations on actions that can be taken to update and improve the
document.
1.2.5 Evaluate ICS /1' IMS compliance and provide training for key :staff
Identify City staff members that are not compliant with the mandated
ICS/NIMS training based on their assignment (EOC staff require ICS 100,
200 and NIMS 700, 800) and provide the necessary training to maintain
compliance.
1.2.6 Provide EOC Recommendations
Review current EOC procedures, physical layout, and current staffing and
make recommendations to improve EOC functionality.
1.2.7 Update EOC soffivare
Review the current software (Web EOC) used within the EOC and
determine how to bring the system into compliance with necessary
upgrades, patches and fixes. If it is determined that the Web EOC system
is inoperable, please make recommendations on the most effective path
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Agreement No. 5133
forward to engage technology and function paperless within the EOC.
Provide the necessary work to have a high - functioning technology within
the EOC.
1.2.8 EOC Software Traini
Once the EOC Technology system is updated, provide one (1) training
session every quarter (four per year) on the use of Web EOC (or any other
product that is installed for use within the EOC) for those software user's
identified within the City.
1.2.9 Provide :EOC position trainin
Assist with the selection of City personnel who will have work
responsibility within the EOC and identify sufficient staffing to support
two (2) shifts working 24 hours per day. Once City staff has been
identified, provide four (4) section specific training sessions for each
position that will be used during a disaster within El Segundo.
1.2. 10 Develop , Table Ton EOC Exercisees
Following compliance with ICS/NIMS training, software upgrades, and
EOC position training, provide two (2) Homeland Security Exercise and
Evaluation Program ( HSEEP) compliant table -top exercises and include
post exercise evaluation.
1.2.11 Develon Functional EOC Exercise
Following the completion of two (2) HSEEP compliant table top
exercises, conduct one (1) HSEEP compliant functional EOC exercise and
include post exercise evaluation.
4.
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1.2.12 Provide recommendations for Cit fs disaster cache
Review the current disaster cache used by the City and provide
recommendations on how to improve the cache, as well as ideal
location(s) for storage
1.2.13 Provide CERT trainin r and/or rear ganirationireactivati(rlI if needed
Assist with re- engaging the El Segundo CERT program and provide two
(2) CERT training session annually.
Article 2
Confidentiality
2.1 Definition. For purposes of this Agreement, the term "Confidential Information"
shall mean any information disclosed in order to accomplish the work under this
Agreement by one party ( "Disclosing Party ") to another party ( "Receiving Party ")
that is considered confidential by the Disclosing Party, provided such information
is in writing or other tangible form and clearly marked as confidential when
disclosed, or is so designated in writing within thirty (30) days of such disclosure.
The Parties agree to disclose only information that is necessary to the work and to
send such information directly to the Parties noticed in Section 9 of this
Agreement.
2.2 Obligations of the Parties. The Receiving Party agrees, to the extent permitted
by law, that Confidential Information shall remain the property of the Disclosing
Party and that the Receiving Party shall only use, disclose or distribute
Confidential Information within its own organization as is reasonably necessary to
carry out the intent of this Agreement. For the period of the Agreement and for a
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Agreement No. 5133
period of five (5) years after disclosure, Confidential Information shall not be
used or disclosed to others except in furtherance of this Agreement, provided,
however, that the foregoing obligation of non -use and non - disclosure shall not
apply to any portion of the Confidential Information that:
2.2.1 is or shall have been known to the Receiving Party before his /her receipt
thereof,
2.2.2 is or shall have been disclosed to the Receiving Party by a third party;
2.2.3 is or shall have become known to the public other than through the
Receiving Party;
2.2.4 is independently created by the Receiving Party's personnel who have had
no exposure to the Confidential Information; or
2.2.5 is required bylaw, regulation, a court of competent jurisdiction or any
rules of civil procedure applicable to any court or administrative
proceeding to be disclosed.
2.3 Return of Confidential Information. Upon the expiration or earlier termination
of this Agreement, the Receiving Party shall promptly return to the Disclosing Party
all Confidential Information of the Disclosing Party and any copies made thereof,
whether in written, electronic or any other form.
Article 3
Rights and Responsibilities of City and Departments
3.1 Provide Space and E ui ment. City and Departments shall provide office space
and a classroom in a facility sufficient to provide quality instruction, audiovisual
equipment, and access to City's training equipment and supplies for the purposes
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Agreement No. 5133
of Incident Command System (ICS), National Incident Management System
(NIMS) and Emergency Operations Center (EOC) position instruction.
Specifically, the City will provide access to the EOC for training and exercises.
3.2 Emergency Preparedness paredness Liaison. Fire Department shall designate a person
responsible for coordination between the City Managers Office and the consultant
and to receive the information under this agreement and direct the Emergency
Preparedness and Planning activities ( "Emergency Preparedness Liaison ").
3.3 Designated Main tenanee Person. Fire Department shall designate a person
responsible for maintenance checks within the Emergency Operations Center
(EOC), Fire Department, Police Department, and City buildings.
3.4 Training I ec uh- ements.
3.4.1 All City Department shall ensure all personnel are certified ICS -100 &
IS- 700 NIMS (both independent study courses).
3.4.2 All City Department who have city staff designated as EOC worker shall
ensure all personnel are certified ICS -200 & IS -800 NIMS.
3.5 Lie istrafloq. The City will coordinate the registration of City personnel into
State and Federal classes, as well as any specialty training opportunities.
3.6 T"tbooks. The City will provide any textbook or learning aid for participants
enrolled in any Disaster Preparedness class, as approved by the City Manager or
his/her designee.
3.7 Responsibility. City understands and accepts the responsibility for the Federal
and State training provided to its employees and agents and for the
implementation of all services provided herein.
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Article 4
Term
4.1 The term of this Agreement shall be for two (2) years, from June 1, 2017, through
May 31, 2019. This Agreement shall automatically renew for two additional one-
year terms unless terminated earlier as set forth in this Agreement.
Article 5
Termination
5.1 Termination without Cause. Either party may terminate this Agreement at any
time without cause by providing the other party with sixty (60) days written
notice to the names set forth in Article 9 below.
5.2 Termination for Cause. Either party may terminate this Agreement for cause or
a material breach by providing the other party with thirty (30) days written notice
to the names set forth in Article 9 below. If the breaching party fails to cure the
breach, the termination shall be effective at the end of the thirty (30) day period.
Article 6
Payment
6.1 Conn sensation for Services. City agrees to compensate EMCS for the services
provided under this Agreement at the rates set forth in Exhibit A. EMCS will
invoice City on a monthly basis. City shall pay the invoiced amount due within
30 days of receipt of the invoice from EMCS.
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Agreement No. 5133
6.2 Payment. Any payment to EMCS made pursuant to this Agreement shall be
made by check payable to the Emergency Management Consulting Services and
mailed to:
Mr. James Birrell, CEO
Emergency Management Consulting Solutions
21520 Yorba Linda Blvd., Suite G -560
Yorba Linda, CA 92887
Article 7
Insurance
7.1 The Parties agree to obtain and maintain the insurance set forth in Exhibit B.
Article 8
Indemnification
8.1 Departments and the City agree to defend, indemnify, and hold harmless EMCS,
its officers, employees and agents from and against any and all liability, loss,
expense (including reasonable attorneys' fees) or claims for injury or damages
arising out of the performance of this Agreement, but only in proportion to and to
the extent such liability, loss, expense, attorneys' fees, or claims for injury or
damages are caused by or result from the negligent or intentional acts or
omissions of the Departments and City, its officers, employees or agents.
8.2 EMCS agrees to defend, indemnify, and hold harmless Departments and the City,
its officers, employees and agents from and against any and all liability, loss,
expense (including reasonable attorneys' fees) or claims for injury or damages
arising out of the performance of this Agreement, but only in proportion to and to
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the extent such liability, loss, expense, attorneys' fees, or claims for injury or
damages are caused by or result from the negligent or intentional acts or
omissions of EMCS, its officers, employees or agents.
Article 9
Notice
9.1 Any notice required to be given to any Party is deemed to have been given and to
be effective on the date of delivery if delivered in person, or five days after
mailing if mailed by first -class certified mail, postage paid, or on the date of the
fax confirmation if made by fax, to the respective addresses given below or to
any other address as designated in writing to the other Party:
EMCS:
Mr. James Birrell, CEO
Emergency Management Consulting Solutions
21520 Yorba Linda Blvd., Suite G -560
Yorba Linda, CA 92887
City:.
City Clerk's Office
City of El Segundo
350 Main Street
El Segundo, CA 90245
With a copy to:
Chris Donovan, Fire Chief
El Segundo Fire Department
314 Main Street
El Segundo, CA 90245
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Agreement No. 5133
Article 10
General Terms
10.0 Relationship. This Agreement is not construed as creating a partnership, joint
venture, or agency relationship among the Parties. The relationship between the
Parties shall at all times be that of independent contractors.
10.1 Non - solicitation. City and Departments agree that they will not solicit EMCS
staff for employment at the City or Departments during the term of the
Agreement and for twelve 12 months after the end of its term.
10.2 Governing Law. This Agreement must be interpreted and construed according to
the laws of the State of California.
10.3 Modifications. lifcations. Any amendments or modifications to this Agreement must be in
writing and signed by authorized representatives of both Parties.
10.4 Assignment. Neither Party may assign their rights, duties, or obligations under
this Agreement, either in whole or in part, without the prior written consent of the
other Party.
10.5 Severabili!y. The provisions of this Agreement are severable. If any provision
of this Agreement is determined to be invalid or unenforceable under any
controlling body of law, the invalidity or enforceability does not in any way affect
the validity or enforceability of the remaining provisions of this Agreement.
10.6 Waiver. Waiver by any Party of any breach of any provision of this Agreement
or warranty or representation shall not be construed as a waiver of any subsequent
breach of the same or any other provision. The failure to exercise any right in this
Agreement shall not operate as a waiver of such right.
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10.7
10.8
Agreement No. 5133
E'ritire g,rtgM!gq;. This Agreement, and the Exhibits, contain the entire
Agreement between the Parties with respect to the subject matter of the
Agreement and supersedes all prior written or oral agreements with respect to the
subject matter in the Agreement.
N Th r l Ara V 1g"flgjarie . None of the provisions contained in this
Agreement are intended by the Parties, nor shall they be deemed, to confer any
benefit on any person not a Party to this Agreement.
IN WITNESS THEREOF, the Parties hereto have executed this Agreement on the dates
indicated.
DATE: _...__.__.._..... Emergency Management Consulting
Solutions (EMCS)
ley - _..
ics Birrell, CEO
Taxpayer ID No. 46- 5520083
DATE:. .., THE 0T I; 14' EL "l� (.XN l
A general C "itr
By:
Greg f "� cnt�e° C °ity Manager
DATE: m ; CO ATTEST:
By:, �y;u ,
l rs M..� mr, .Ity Clerk( �f ...
DATE, � � APPROVED
AS TO FORM:
MARK 1,, S1.1:Y, City Attorney
P
At u raAl r c
III
Agreement No. 5133
Exhibit A
Fees
Standard rates for services performed by EMSC staff apply using the table below. Hourly
rates include all applicable taxes, travel, overtime, and other expenses related to performing
the scope of work, except for printing and or binding costs over 50 pages.
Rates are projected at an average of 80 hours per month for the Project manager and 4
hours per month for Corporate Administrator oversight. Annual fees shall not exceed
seventy five thousand dollars ($75,000) without expressed written approval.
PROJECT STAFF TITL HOURLY RATE .. E
Project Mara.. _....
ger $70.00
Corporate Administration 0
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E lj bit B
Insurance
I. EMCS
Agreement No. 5133
EMCS at its sole cost and expense shall insure or self - insure its activities in
connection with this Agreement by maintaining programs of self - insurance as
follows:
L General Liability Self - Insurance Program with limits of two million dollars
($3,000,000) per occurrence, with a general aggregate of two million dollars
($3,000,000). If such insurance is written on a claims -made form, it shall
continue for three (3) years following termination of this Agreement. The
insurance shall have a retroactive date prior to or coinciding with the
effective date of this Agreement.
2. Business Automobile Liability Self- Insurance Program with a combined
single limit of not less than one million dollars ($1,000,000) per occurrence,
if such automobile insurance is not included as part of EMCS's General
Liability Coverage.
3. Professional Liability Self- Insurance Program with limits of one million
dollars ($1,000,000) per occurrence and a general aggregate of one million
dollars ($1,000,000).
4. Workers' Compensation and Employers Liability Self - Insurance Program
covering University's full liability under the Workers' Compensation
Insurance and Safety Act of the State of California as amended from time
to time.
5. Such other insurance in such amounts which from time to time may be
reasonably required by mutual consent of the Parties against other insurable
risks relating to performance.
It should be expressly understood, however, that the coverages required under
Sections 1, 2, and 3 above shall not in any way limit the liability of EMCS. If such
insurance is written on a claims -made form, it shall continue for three years
following termination of this agreement. The insurance shall have a retroactive
date prior to or coinciding with the effective date of this Agreement.
The coverages referred to under Sections 1 and 2 above shall include Departments
and City as insureds. Such a provision, however, shall apply only in proportion to
and to the extent of the negligent acts or omissions of EMCS, its officers,
employees and agents under this Agreement. EMCS, upon execution of this
Agreement, shall furnish City and Departments with Certificates of Self - Insurance
evidencing compliance with all requirements.
BEAM
Agreement No. 5133
II. NOTICE
Each party shall provide the other with at least thirty (30) days advance written
notice to the names set forth in Exhibit B of this Agreement of any changes,
modifications or cancellations of the above coverages.
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