Alan1eda County Sheriff's Office

Lakeside Plaza, 1401 Lakeside Drive, 12th Floor, Oakland, CA 94612-4305

GregoryJ. Ahern, Sheriff
Director of Emergency Services
Coroner - Marshal
AGENDA ITEM NO. __April 24, 2012
April 12,2012
Honorable Board of Supervisors
County Administration Building
1221 Oak Street
Oakland, CA 94612
SUBJECT: APPROVAL OF THE STANDARD SERVICES AGREEMENT BETWEEN
ALAMEDA COUNTY SHERIFF'S OFFICE WITH SCIENCE
APPLICATION 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) between
Science Application International Corp. (Principal: Betty Kamara; Location: Maitland,
FL, ) and the Alameda County Sheriff's Office (ACSO) in the amount of $74,838.00 for
the service period April 1,2012 through July 31,2012 to provide multi-year training and
exercise strategic planning service funded by the Urban Area Security Initiative training
grant.
SUMMARY /DISCUSSION:
On July 12,2011, your Board approved the Sheriff's Office to enter into an agreement with the
City and County of San Francisco for the distribution of Fiscal Year 2010 Urban Area Security
Initiative (UASI) regional funds in the amount of$7,529,140. Among the total FY10 UASI
funding, $1,700,000 is for providing training to the Bay Area region in direct support of the
goals 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 plan
will help to identify jurisdictional training and exercise priorities. A capability-based planning
approach will be used to facilitate and identify the training and exercise needs for the region.
Honorable Board of Supervisors
Page 2 of2
April 12,2012
SELECTION CRITERIA:
The UASI Regional Training and Exercise Program staffrequested proposals on 12/15/2011 for
the multi-year planning services and received response from Louisiana State University (LSU),
Science Application International Corp. (SAIC) and Citygate Associated, LLC (Citygate). Out of
the 3 bids received, LSUproposed the plan with lowest cost. However, A CSO and LSU could not
agree upon the language used on the contract due to the State law difference. General Services
Agency (GSA), therefore, recommended goingfor the second lower cost proposal by SAle.
Evaluation Summary:
Louisiana State University (LSU) -- $64,698.00
Science Application International Corp (SAIC) -- $74,838.00
Citygate Associated LLC -- $184,792.00
The Auditor-Controller's Office of Contract Compliance has approved the Federal Small Local
Emerging Business (.SLEB) Waiver Request on April 5, 2012, Waiver #F377.
FINANCING:
This request does not increase the net County cost in FY20 11-20 12 or in future years.
Respectfully submitted,



J. Ahem
Sheriff-Coroner
GJA: JWC: jwc
cc: Susan Muranishi, County Administrator
Patrick O'Connell, Auditor-Controller
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Alameda County Audit()r-Controller Agency
Office of Contract Compliance (OCC)
fEDERAL GRANT FUNDS
SMALL LOCAL EMERGING BUSINESS (SLES) WAIVER REQUEST
REQUIREOTO SOLICIT BIDS,lPROPOSALS AND AWARD/AMEND CONTRACTS
THAT INCLUDE FIDERAL GRANT FUNDS THAT PROHIBIT GeOGRAPHICAL PREFERENCES
DIRECDOtjS; Complete 1-6 below and submitthrs form wifll suppoding documentation speeiftcally stating that
geographic 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 be
issued. This numbec is a mandatory field required to enter Q Procurement Cordract In ALeOUNK. acc wi! return
approvals and denials to the Requesting DeporImenf listed below. If inlfiCII waNer is to solicit bids, resubmit a
copy 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-:-County",,-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...5l369
2. Procurement Description: Provide UASI Strategic Three Year Plan & Professional SeNores
CFDA" No.: 97.067
3. 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 modified SLEB provisions
Waiver Request Dale
1) Contractor Sdant:eApplicallons InlemlliionalCorp./MaIlland, Fl.
2) Total Contracf Value: $ 74,838
31 Contract Start 12 Contract End Date; J.12
C. 0 Contract Amendment: Also complete B. I}, B. 2) and B. 3)
<=>
Waiver Requ-est Date ..,.
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rr,

Onme: Expiration Dote:---1---1 DMoney: Increase Amount $
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4. Check here to Indicate that the Federal regulation is attached and
geographical preferences from the procurement described above. :: ::s -
Federal Regulation NomefNumber: 32 CFR 33.36 Uniform Administrative RequirementsJor Gffmts("('''';
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=iPP.1!>KN' e ''''',
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5. 0 Check here to Indicate fhat the, Federal grant funds are SUD granted or passed
State 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' 3
A. Re<luest ApprovedJ!fWoiver Expiratron Date .......1.J..::!..lJ 12 Federal funds SLEB WaIver It If 3 r1'
Signqtur$ of Aud"rt
9/22/2JJll
Contract No. ________
COUNTY OF ALAMEDA
STANDARD 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, hereinafter
refened to as the "Contractor".
WITNESSETH
Whereas, County desires to obtain Professional services which are more fully described in
Exhibit A hereto (Definition of Services); and
Whereas, Contractor is professionally qualified to provide such services and is willing to provide
same to County; and
Now, therefore it is agreed that County does hereby retain Contractor to provide Professional
Services, and Contractor accepts such engagement, on the General Tenns and Conditions
.hereinafter specified in this Agreement, the Additional Provisions attached hereto, and the
following described exhibits, all of which are incorporated into this Agreement by this reference:
Exhibit A Definition of Services
Exhibit B Payment Tenns
Exhibit C Insurance Requirements
Exhibit D Debannent and Suspension Certification
Exhibit E Contract Compliance Reporting Requirements
The term of this Agreement shall be from Apli11, 2012 through
July 31,
lttHe 30, 201
2012
2. Y
The compensation payable to Contractor hereunder shall not exceed SEVENTY FbUR
THOUSAND, EIGHT HUNDRED THIRTY-EIGHT dollars ($74,838.00) for the telm of this
Agreement.
Page 1 of 13
-----------------
Contract No. ________
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first above written.
COUNTY OF ALAMEDA
By:

Signature
Name:_____
(Printed)
Title: President, Board of Supervisors
Date:
Approved as to Form: DONNA R. ZIEGLER,
County Counsel for Alameda County
By:

, Dep. County Counsel
SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION
By:

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 this
Agreement, he/she or the entity upon
I be;alf of which he/she acted, executed this
A reement

Page 3 of 17
Contract No. ________
GENERAL TERMS AND CONDITIONS
1. INDEPENDENT CONTRACTOR: No relationship of employer and employee is created
by this Agreement; it being understood and agreed that Contractor is an independent
Contractor. Contractor is not the agent or employee of the County in any capacity
whatsoever, and County shall not be liable for any acts or omissions by Contractor nor
for any obligations or liabilities incurred by Contractor.
Contractor shall have no claim under this Agreement or otherwise, for seniority, vacation
time, vacation pay, sick leave, personal time off, overtime, health insurance medical care,
hospital care, retirement benefits, social security, disability, Workers' Compensation, or
unemployment insurance benefits, civil service protection, or employee benefits of any
kind.
Contractor shall be solely liable for and obligated to pay directly all applicable payroll
taxes (including federal and state income taxes) or contributions for unemployment
insurance or old age pensions or annuities which are imposed by any governmental entity
in connection with the labor used or which are measured by wages, salaries or other
remuneration paid to its officers, agents or employees and agrees to indemnify and hold
County harmless from any and all liability which County may incur because of
Contractor's failure to pay such amounts.
In carrying out the work contemplated herein, Contractor shall comply with all applicable
federal and state workers' compensation and liability laws and regulations with respect to
the officers, agents and/or employees conducting and participating in the work; and
agrees that such officers, agents, and/or employees will be considered as independent
Contractors and shall not be treated or considered in any way as officers, agents and/or
employees of County.
Contractor does, by this Agreement, agree to perform his/her said work and functions at
all times in strict accordance with currently approved methods and practices in his/her
field and that the sole interest of County is to insure that said service shall be performed
and rendered in a competent, efficient, timely and satisfactory manner and in accordance
with the standards required by the County agency concerned.
Notwithstanding the foregoing, if the County determines that pursuant to state and federal
law Contractor is an employee for purposes of income tax withholding, County may upon
two week's notice to Contractor, withhold from payments to Contractor hereunder federal
and state income taxes and pay said sums to the federal and state governments
2. INDEMNIFICATION: To the fullest extent permitted by law, Contractor shall hold
harmless, defend and indemnify the County of Alameda, its Board of Supervisors,
employees and agents from and against any and all claims, losses, damages, liabilities
and expenses, including but not limited to reasonable attorneys' fees, to the extent arising
out of or resulting from the negligent acts or omissions of Contractor occurring in the
Page 4 of 17
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 to
injury to or destruction of property, including the loss therefrom, or to any violation of
federal, state or municipal law or regulation, which to the extent caused by the negligent
acts or omissions of Contractor under this agreement (collectively "Liabilities") except
where such Liabilities are caused by the negligent acts or omissions of the County of
Alameda, its Board of Supervisors, employees or agents. The County may participate in
the defense of any such claim without relieving Contractor of any obligation hereunder.
In the event that Contractor or any employee, agent, or subcontractor of Contractor
providing services under this Agreement is determined by a court of competent
jurisdiction or the Alameda County Employees' Retirement Association (ACERA) or
California Public Employees' Retirement System (PERS) to be eligible for enrollment in
ACERA and PERS as an employee of County, Contractor shall indemnify, defend, and
hold harmless County for the payment of any employee and/or employer contributions
for ACERA and PERS benefits on behalf of Contractor or its employees, agents, or
subContractors, as well as for the payment of any penalties and interest on such
contributions, which would otherwise be the responsibility of County.
3. LIMITATION OF LIABILITY: 1. The Contractor's total liability to the County for any
and all liabilities, claims or damages arising out of or relating to this Contract, howsoever
caused and regardless of the legal theory asserted, including breach of contract or
warranty, 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 the
specific task order at issue, whichever is less. 2. In no event shall either the Contractor or
the County be liable to the other for any punitive, exemplary, special, indirect, incidental
or consequential damages (including, but not limited to, lost profits, lost business
opportunities, 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 which
such damages are sought, and even if the parties have been advised of the possibility of
such damages or loss.
4. WARRANTY: (a) The Contractor warrants that the Services provided under this
Agreement shall be performed with that degree of skill and judgment normally exercised
by recognized professional firms performing services the same as or substantially similar
to the Services. In the event of any breach of the foregoing warranty, provided the
County has delivered to the Contractor timely notice of such breach as hereinafter
required, the Contractor shall, at its own expense, in its discretion either: (1) re-perform
the non-conforming Services and correct the non-conforming Deliverables to conform to
this standard; or (2) refund to the County that portion of the Price received by the
Contractor attributable to the non-conforming Services and/or Deliverables. No warranty
claim shall be effective unless the County has delivered to the Contractor written notice
specifying in detail the non-conformities within 90 days after performance of the non
conforming Services or tender of the non-conforming Deliverable. The remedy set forth
in this Section is the sole and exclusive remedy for breach of the foregoing warranty.
Page 5 of 17
Contract No. ________
(b) THE CONTRACTOR SPECIFICALLY DISCLAIMS ANY OTHER EXPRESS OR
IMPLIED STANDARDS, GUARANTEES, OR WARRANTIES, INCLUDING ANY
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES THAT MAY BE
ALLEGED TO ARISE AS A RESULT OF CUSTOM OR USAGE, ANY WARRANTY
OF ERROR FREE PERFORMANCE, OR ANY WARRANTY OF THIRD PARTY
PRODUCTS, 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 use
and furnish to Contractor for Contractor's use in connection with this Agreement, any
information, specifications, data or Intellectual Property that County has provided or will
provide to Contractor in order for Contractor to perform the Services.
5. INSURANCE l\.. D BOND: Contractor shall at all times during the term of the
Agreement with the County maintain in force those insurance policies and bonds as
designated in the attached Exhibit C, and will comply with all those requirements as
stated therein.
6. PREVAILING WAGES: Pursuant to Labor Code Sections 1770 et seq., Contractor shall
pay to persons performing labor in and about Work provided for in Contract not less than
the general prevailing rate of per diem wages for work of a similar character in the locality
in which the Work is performed, and not less than the general prevailing rate of per diem
wages for legal holiday and overtime work in said locality, which per diem wages shall not
be less than the stipulated rates contained in a schedule thereof which has been ascertained
and determined by the Director of the State Department of Industrial Relations to be the
general prevailing rate of per diem wages for each craft or type of workman or mechanic
needed to execute this contract.
7. WORKERS' COMPENSATION: Contractor shall provide Workers' Compensation
insurance, as applicable, at Contractor's own cost and expense and further, neither the
Contractor nor its carrier shall be entitled to recover from County any costs, settlements,
or expenses of Workers f Compensation claims arising out of this Agreement.
8. CONFORMITY WITH LAW AND SAFETY:
a. In performing services under this Agreement, Contractor shall observe and
comply with all applicable laws, ordinances, codes and regulations of
governmental agencies, including federal, state, municipal, and local governing
bodies, having jurisdiction over the scope of services, including all applicable
provisions of the California Occupational Safety and Health Act. Contractor shall
indemnify and hold County harmless from any and all liability, fines, penalties
and consequences from any of Contractor's failures to comply with such laws,
ordinances, codes and regulations.
Page 6 of 17
Contract No. ________
b. Accidents: If a death, serious personal injury or substantial property damage
occurs in connection with Contractor's perfonnance of this Agreement,
Contractor shall immediately notify the Alameda County Risk Manager's Office
by telephone. Contractor shall promptly submit to County a written report, in
such fonn as may be required by County of all accidents which occur in
connection with this Agreement. This report must include the following
information: (1) name and address of the injured or deceased person(s); (2) name
and address of Contractor's sub-Contractor, if any; (3) name and address of
Contractor's liability insurance carrier; and (4) a detailed description of the
accident and whether any of County's equipment, tools, material, or staff were
involved.
c. Contractor further agrees to take all reasonable steps to preserve all physical
evidence and information which may be relevant to the circumstances
surrounding a potential claim, while maintaining public safety, and to grant to the
County the opportunity to review and inspect such evidence, including the scene
of the accident.
9. DEBARMENT AND SUSPENSION CERTIFICATION: (Applicable to all agreements
funded in part or whole with federal funds and contracts over $25,000).
a. By signing this agreement and Exhibit D, Debarment and Suspension
Certification, Contractor/Grantee agrees to comply with applicable federal
suspension and debannent regulations, including but not limited to 7 Code of
Federal Regulations (CFR) 3016.35,28 CFR66.35, 29 CFR 97.35, 34 CFR
80.35,45 CFR 92.35 and Executive Order 12549.
b. By signing this agreement, Contractor certifies to the best of its knowledge and
belief, that it and its principals:
(1) Are not presently debarred, suspended, proposed for debannent, declared
ineligible, 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 such
transaction.
10. PAYMENT: For services performed in accordance with this Agreement, payment shall
be made to Contractor as provided in Exhibit B hereto.
11. TRAVEL EXPENSES: Contractor shall not be allowed or paid travel expenses unless
set forth in this Agreement.
Page 7 of 17
Contract No. _______-.:.
12. TAXES: Payment of all applicable federal, state, and local taxes shall be the sole
responsibility of the Contractor.
13. OWNERSHIP OF DOCUMENTS: Contractor hereby assigns to the County and its
assignees 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 of
this Agreement, whether prepared by the County, the Contractor, the Contractor's sub
Contractors or third parties at the request of the Contractor (collectively, "Documents and
Materials"). This explicitly includes the electronic copies of all above stated
documentation.
Contractor also hereby assigns to the County and its assignees all copyright and other use
rights in any Documents and Materials including electronic copies stored in Contractor's
Information System, respecting in any way the subject matter of this Agreement.
Contractor shall be permitted to retain copies, including reproducible copies and
computerized copies, of said Documents and Materials. Contractor agrees to take such
further steps as may be reasonably requested by County to implement the aforesaid
assignment. If for any reason said assignment is not effective, Contractor hereby grants
the 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 apply
regardless of the degree of completion of the Documents and Materials and whether or
not Contractor's services as set forth in Exhibit "A" of this Agreement have been fully
performed or paid for.
In Contractor's contracts with other Contractors, Contractor shall expressly obligate its
Sub-Contractors to grant the County the aforesaid assignment and license rights as to that
Contractor's Documents and Materials. Contractor agrees to defend, indemnify and hold
the County harmless from any damage caused by a failure of the Contractor to obtain
such rights from its Contractors and/or Sub-Contractors.
Contractor shall pay all royalties and license fees which may be due for any patented or
copyrighted materials, methods or systems selected by the Contractor and incorporated
into the work as set forth in Exhibit" A", and shall defend, indemnify and hold the
County harmless from any claims for willful infringement of patent or copyright arising
out of such selection during the term of this Contract. The County's rights under this
Paragraph 13 shall not extend to any computer software used to create such Documents
and 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 Intellectual
Property, and no license therein, whether express or implied, is granted by this Contract
or as a result of the Services performed hereunder. To the extent the parties wish to grant
to the other rights or interests in pre-existing Intellectual Property, separate license
agreements on mutually acceptable terms will be executed. As used herein, "Intellectual
Page 8 of 17
Contract No. ________
Property" shall mean inventions (whether or not patentable), works of authorship, trade
secrets, techniques, know-how, ideas, concepts, algorithms, and other intellectual
property incorporated into any Deliverable and first created or developed by the
Contractor in providing the Services.
14. CONFLICT OF INTEREST; CONFIDENTIALITY: The Contractor covenants that it
presently has no known interest, and shall not intentionally have any interest, direct or
indirect, which would conflict in any manner with the performance of services required
under this Agreement. Without limitation, Contractor represents to and agrees with the
County that Contractor has no known present, and will have no intentionally future,
conflict of interest between providing the County services hereunder and any other
person or entity (including but not limited to any federal or state wildlife, environmental
or 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 to
or discovered by it during the performance of or in connection with this Agreement for
the County will be kept confidential and not be disclosed to any other person. Provided
however, that Contractor shall not be liable for disclosure of any such information if the
same:
a. Was in the public domain at the time it was disclosed, or
b. Becomes part of the public domain without breach of this Contract, or
c. Is disclosed with the written approval of the County, or
d. Is disclosed after 3 years from receipt of the information, or
e. Was independently developed by the County, or
f. Is or was disclosed by the County to a third Party without restriction, or
g. Is disclosed pursuant to the provisions of a court order.
The standard of care for protecting such information imposed on the Contractor will be
that degree of care the Contractor uses to prevent disclosure, publication or dissemination
of its own proprietary information. The Contractor shall not be liable for the inadvertent
or accidental disclosure of such information if such disclosure occurs despite the exercise
of the same degree of care as Contractor normally takes to preserve its own such data or
information. The Contractor agrees to immediately notify the County by notices provided
in accordance with Paragraph 15 of this Agreement, if it is requested to disclose any
information made known to or discovered by it during the performance of or in
connection with this Agreement. These conflict of interest and future service provisions
and limitations shall remain fully effective five (5) years after termination of services to
the County hereunder.
15. NOTICES: All notices, requests, demands, or other communications under this
Agreement shall be in writing. Notices shall be given for all purposes as follows:
Personal delivery: When personally delivered to the recipient, notices are effective on
delivery.
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Contract No. ________
First Class Mail: When mailed first class to the last address of the recipient known to the
party giving notice, notice is effective three (3) mail delivery days after deposit in a
United States Postal Service office or mailbox. Certified Mail: When mailed certified
mail, return receipt requested, notice is effective on receipt, if delivery is confirmed by a
return receipt.
Overnight Delivery: When delivered by overnight delivery (Federal
Express/AirbornefUnited Parcel ServicelDHL World Wide Express) with charges prepaid
or charged to the sender's account, notice is effective on delivery, if delivery is confirmed
by the delivery service. Telex or facsimile transmission: When sent by telex or facsimile
to 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 promptly
given by first -class or certified mail or by overnight delivery, or (b) the receiving party
delivers a written confirmation of receipt. Any notice given by telex or facsimile shall be
deemed received on the next business day if it is received after 5:00 p.m. (recipient's
time) 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 INTERNATIONAL
CORPORATION
2301 Lucien Way, Suite 120
Maitland, FL 32751
Attn: Betty Kamara
Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an
act or omission of the party to be notified shall be deemed effective as of the first date
that said notice was refused, unclaimed, or deemed undeliverable by the postal
authorities, messenger, or overnight delivery service.
Any party may change its address or telex or facsimile number by giving the other party
notice of the change in any manner permitted by this Agreement.
16. USE OF COUNTY PROPERTY: Contractor shall not use County property (including
equipment, instruments and supplies) or personnel for any purpose other than in the
performance of hislher obligations under this Agreement.
17. EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS: Contractor
assures that he/she/it will comply with Title vn of the Civil Rights Act of 1964 and that no
person shall, on the grounds of race, creed, color, disability, sex, sexual orientation, natioruil
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Contract No. ________
origin, age, religion, Vietnam era Veteran's status, political affiliation, or any other non
merit factor, be excluded from participation in, be denied the benefits of, or be otherwise
subjected to discrimination under this Agreement.
a. Contractor shall, in all solicitations or advertisements for applicants for
employment placed as a result of this Agreement, state that it is an "Equal
Opportunity Employer" or that all qualified applicants will receive consideration
for employment without regard to their race, creed, color, disability, sex, sexual
orientation, national origin, age, religion, Vietnam era Veteran's status, political
affiliation, or any other non-merit factor.
b. Contractor shall, if requested to so do by the County, certify that it has not, in the
perfOImance of this Agreement, discriminated against applicants or employees
because of their race, creed, color, disability, sex, sexual orientation, national
origin, age, religion, Vietnam era Veteran's status, political affiliation, or any
other non-merit factor.
c. If requested to do so by the County, Contractor shall provide the County with
access to copies of all of its records pertaining or relating to its employment
practices, except to the extent such records or portions of such records are
confidential or privileged under state or federal law.
d. Contractor shall recruit vigorously and encourage minority - and women-owned
businesses to bid its subcontracts.
e. Nothing contained in this Agreement shall be construed in any manner so as to
require 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 with
the County's policy of maintaining a drug-free workplace. Neither Contractor nor
Contractor's employees shall unlawfully manufacture, distribute, dispense, possess or use
controlled 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. If
Contractor or any employee of Contractor is convicted or pleads nolo contendere to a
criminal drug statute violation occurring at a County facility or work site, the Contractor
within five days thereafter shall notify the head of the County department/agency for
which the contract services are performed. Violation of this provision shall constitute a
material 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, books
of accounts, invoices, vouchers, cancelled checks, and other records or documents
evidencing or relating to the expenditures and disbursements charged to the County, and
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Contract No. ________
shall furnish to the County, its authorized agents, officers or employees such other
evidence or information as the County may require with regard to any such expenditure
or disbursement charged by the Contractor.
The Contractor shall maintain full and adequate records in accordance with County
requirements to show the actual costs incurred by the Contractor in the performance of
this Agreement. If such books and records are not kept and maintained by Contractor
within 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's
facilities during normal business hours. Contractor shall provide such assistance as may
be reasonably required in the course of such inspection. The County further reserves the
right to examine and reexamine said books, records and data during the three (3) year
period following termination of this Agreement or completion of all work hereunder, as
evidenced 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 manner
whatsoever for three (3) years after the County makes the final or last payment or within
three (3) years after any pending issues between the County and Contractor with respect
to this Agreement are closed, whichever is later.
20. DOCUMENTS AND MATERIALS: Contractor shall maintain and make available to
County for its inspection and use during the term of this Agreement, all Documents and
Materials, as defined in Paragraph 20 of this Agreement. Contractor's obligations under
the preceding sentence shall continue for three (3) years following termination or
expiration of this Agreement or the completion of all work hereunder (as evidenced in
writing by County), and Contractor shall in no event dispose of, destroy, alter or mutilate
said Documents and Materials, for three (3) years following the County's last payment to
Contractor under this Agreement.
21. TIME OF ESSENCE: Time is of the essence in respect to all pro'lisions of this
Agreement 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 period
allowed in this Agreement.
22. TERMINATION: The County has and reserves the right to suspend, terminate or
abandon the execution of any work by the Contractor without cause at any time upon
giving to the Contractor prior written notice. The Contractor will not be held liable for
any failure or delay in performance due to events beyond its direct control. In the event
of a termination for cause, the Department shall provide a written notice to the Contractor
specifying such nonperformance and allow the Contractor a thirty (30) day period to cure
the nonperformance. If the Contractor fails to cure the nonperformance within the thirty
(30) day cure period, the Department may terminate this Contract prior to its completion
by sending the Contractor written notice of its failure to cure the nonperformance and
termination of the Contract. The parties agree that if the Department erroneously,
improperly or unjustifiably terminates for cause, such termination shall be deemed a
termination without cause, which shall be effective thirty (30) days after such notice of
termination for cause is provided.
Page 12 of 17
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 the
effective date of said suspension, tennination or abandonment. Said payment shall be
computed in accordance with Exhibit B hereto, provided that the maximum amount
payable to Contractor for its Professional Services shall not exceed $74,838.00 payment
for services provided hereunder prior to the effective date of said suspension, termination
or abandonment.
23. SMALL LGCAL AND EMERGING BUSINESS (SLEB) PARTICIPATIDN:
Contmctor has been approved by County to participate in contmct without SLEB
participation (attach SLEB As a result, there is no requirement to subcontmct
with another business in order to satisfy tbe County's Small and Emerging Locally o:r.vned
Business provision.
Haweyer, if eireumstaBees aF the terms af the e9Btraet sbauld ehaBge, Contmctor may
be required to immediately comply with the County's Small and Emerging Local Business
provisions, including but not limited to: '
a. Contmctor must be a certified small or emerging local business(es) or subcontmct a
minimum 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 or
opemted in any "'lay by Prime), nor do any employees of either entity work for the
ether:
c. Small and/or Emerging Local Business participation and current SLEB certification
status must be maintained for the term of the contract. Contmctor sball ensure that
their O'Nn certification status and,lor that of participating subContmctors (as is
applicable) are maintained in compliance with the SLEB Progmm.
d. Contmctor shall not substitute or add any small and/or emerging local
businesses) listed in this agreement 'without prior written approval from tbe
County. Said requests to substitute or add a small and/or emerging local business
sball be submitted in 'llriting to tbe County department contmct representative
identified under Item #13 above. Contmctor will not be able to substitute the
subContmctor 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 and
monitored utilizing tbe Elation compliance System.
County vAll be under no obligation to pay Contmctor for the percent committed to a
SLEB ("vbether SLEB is a prime or subContmctor) if the vlork is not performed by the
listed small and/or emerging local business.
Page 13 of 17
Contract No. ________
For further infonnation regarding the Small Local Emerging Business particifation
requirements and utilization of the Alameda County Contract Compliance System contact
the County Auditor Controller's Office of Contract Compliance (OCC) located at 1221
Oak St., RID. 249, Oakland, Cl\ 94612 at Tel: (510) 891 5500, Fax: (510) 272 6502 or
via Email at ACSLEBcompliance@acgov.org.
24. FIRST SOURCE PROGRAM: For contracts over $100,000, Contractor shall provide
County ten (10) working days to refer to Contractor, potential candidates to be considered
by Contract;or to fill any nevI or vacant: positions that are necessary to fulfill their
contractual obligations to the County that Cont:ractor has available during the contract
term before advertising to the general public.
25. CHOICE OF LAW: This Agreement shall be governed by the laws of the State of
California.
26. WAIVER: No waiver of a breach, failure of any condition, or any right or remedy
contained in or granted by the provisions of this Agreement shall be effective unless it is
in writing and signed by the party waiving the breach, failure, right or remedy. No
waiver of any breach, failure, right or remedy shall be deemed a waiver of any other
breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a
continuing waiver unless the writing so specifies.
27. ENTIRE AGREEMENT: This Agreement, including all attachments, exhibits, and any
other documents specifically incorporated into this Agreement, shall constitute the entire
agreement between County and Contractor relating to the subject matter of this
Agreement. As used herein, Agreement refers to and includes any documents
incorporated herein by reference and any exhibits or attachments. This Agreement
supersedes and merges all previous understandings, and all other agreements, written or
oral, between the parties and sets forth the entire understanding of the parties regarding
the subject matter thereof. The Agreement may not be modified except by a written
document signed by both parties.
28. HEADINGS herein are for convenience of reference only and shall in no way affect
interpretation of the Agreement.
29. ADVERTISING OR PUBLICITY: Contractor shall not use the name of County, its
officers, directors, employees or agents, in advertising or publicity releases or otherwise
without securing the prior written consent of County in each instance.
30. MODIFICATION OF AGREEMENT: This Agreement may be supplemented, amended
or modified only by the mutual agreement of the parties. No supplement, amendment or
modification of this Agreement shall be binding unless it is in writing and signed by
authorized representatives of both parties.
Page 14 of 17
Contract No. _______---'
31. ASSURANCE OF PERFORMANCE: If at any time County believes Contractor may not
be adequately performing its obligations under this Agreement or that Contractor may'fail
to complete the Services as required by this Agreement, County may request from
Contractor prompt written assurances of performance and a written plan acceptable to
County, to correct the observed deficiencies in Contractor's performance. Contractor
shall provide such written assurances and written plan within ten (10) calendar days of its
receipt of County's request and shall thereafter diligently commence and fully perform
such written plan. Contractor acknowledges and agrees that any failure to provide such
written assurances and written plan within the required time is a material breach under
this Agreement.
32. SUBCONTRACTING/ASSIGNMENT: Contractor shall not subcontract, assign or
delegate any portion of this Agreement or any duties or obligations hereunder without the
County's prior written approval.
a. Neither party shall, on the basis of this Agreement, contract on behalf of or in the
name of the other party. Any agreement that violates this Section shall confer no
rights on any party and shall be null and void.
b. Contractor shall use the subcontractors identified in Exhibit A and shall not
substitute subcontractors without County's prior written approval.
c. Contractor shall remain fully responsible for compliance by its subcontractors
with all the terms of this Agreement, regardless of the terms of any agreement
between Contractor and its subcontractors.
33. SURVIVAL: The obligations of this Agreement, which by their nature would continue
beyond the termination on expiration of the Agreement, including without limitation, the
obligations regarding Indemnification (Paragraph 2), Ownership of Documents
(Paragraph 13), and Conflict of Interest (Paragraph 14), shall survive termination or
expiration.
34. SEVERABILITY: If a court of competent jurisdiction holds any provision of this
Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the
validity and enforceability of the remaining provisions, or portions of them, will not be
affected, unless an essential purpose of this Agreement would be defeated by the loss of the
illegal, unenforceable, or invalid provision.
35. PATENT AND COPYRIGHT INDEMNITY: Contractor represents that it knows of no
allegations, 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 hold
harmless County of, from and against all losses, claims, damages, liabilities, costs
expenses and amounts (collectively, "Losses") arising out of or in connection with an
assertion 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
Contract No. ________
County will: (1) notify Contractor promptly of such claim, suit or assertion; (2) permit
Contractor to defend, compromise, or settle the claim; and, (3) provide, on a reasonable
basis, infonnation to enable Contractor to do so. Contractor shall not agree without
County's prior written consent, to any settlement, which would require County to pay
money or perfonn some affinnative act in order to continue using the Contractor
Products.
a. If Contractor is obligated to defend County pursuant to this Section 35 and fails to
do so after reasonable notice from County, County may defend itself and/or settle
such proceeding, and Contractor shall pay to County any and all losses, damages
and expenses (including reasonable attorney's fees and costs) incurred in
relationship with County's defense and/or settlement of such proceeding.
b. In the case of any such claim of infringement, Contractor shall either, at its
option, (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 purchase
price of such Contractor Products.
c. Notwithstanding this Section 35, County retains the right and ability to defend
itself, at its own expense, against any claims that Contractor Products infringe any
patent, copyright, or other intellectual property right.
36. OTHER AGENCIES: Other tax supported agencies within the State of California who
have 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 to
accept or reject the additional requirements. If the Contractor elects to supply other
agencies, orders will be placed directly by the agency and payments made directly by the
agency.
37. EXTENSION: This agreement may be extended for two additional one year terms by
mutual agreement of the County and the Contractor
38. SIGNATORY: By signing this agreement, signatory warrants and represents that he/she
executed this Agreement in hislher authorized capacity and that by hislher signature on
this Agreement, he/she or the entity upon behalf of which he/she acted, executed this
Agreement
[END OF GENERAL TERMS AND CONDITIONS]
Page 16 of 17
Contract No.
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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.
~ ~
County Counsel Signature: __ ________ ___+- _
Page 17 of 17
Contract No.
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EXHIBIT A
DEFINITION OF SERVICES
Approach Overview
The 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 exercise
priorities, Contractor will use a capabilities-based planning approach to facilitate and identify the
training 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 Initiation
2. Preparation and Conduct of the Training and Exercise Planning Workshop (T&EPW)
3. Development of Three-Year Training and Exercise Strategic Plan
4. Review of Three-Year Training and Exercise Strategic Plan with Stakeholders
Phase 1: Project Initiation
Contractor will kick off the project with a project planning meeting with the County project
sponsor/ACSO project manager. During this meeting, Contractor will introduce the project team,
review and validate the project scope, confinn project schedule and deliverables, identify participants
to serve on a County Training and Exercise Planning Team, and select a date for the planning team
kickoff meeting. The County Training and Exercise Planning Team will serve as a steering committee
to validate our approach and fmdings and to provide feedback on deliverables throughout the project.
Contractor recommends that the planning team include representatives from the 12
counties/operational areas. Suggested participating departments include the Office of Emergency
Services, Fire Department, Police Department, Hazardous Materials Department, and Public Health.
Following the project planning meeting, Contractor will develop a project primer and invitation for
stakeholders to serve as a County Training and Exercise Planning Team member. Contractor will
facilitate a two-hour kickoff meeting with County Training and Exercise Planning Team to introduce
them to the project, receive initial feedback on the approach, identify training and exercise documents
to review, and discuss the fonnat for an HSEEP-compliant T &EPW.
Exhibit 1: Phase 1 Deliverables
Deliverable I Description
-- --,. ........ -----
-!.'Bto]ect Planning Meeting Contractor will conduct aproject planning call with the County project i
I sponsor to introduce the Contractor project team and discuss the project
: ; deliverables and associated time line for the project. !
-;
i i Planning Team the project goals, objectives, and approach and an invitation that describes
Stakeholder Invite planning team responsibilities. _____ _____________________________ c _______________ .
Page 1 of 6
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 be
reviewed with the County Training and Exercise Planning Team during the
project kickoff meeting.
Contractor will facilitate atwo-hour project kickoff meeting with
; representatives from the County Training and Exercise Planning Team to
discuss the project phases, review the project work plan, and discuss
; T&EPW format.
Phase 2: Preparation and Conduct of the T&EPW
T&EPW Preparation
Based 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. These
materials 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, PowerPoint
presentations, 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 and
Exercise Planning Team to finalize the fOIIDat, documents, and logistics for the T &EPW.
T&EPW Conduct
To 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. The
purpose of the T&EPW is to gather, compile, and analyze training and exercise data necessary for
inclusion in the plan.
Contractor anticipates that the T&EPW will be conducted by placing participants into four discipline
specific, breakout groups: law enforcement, fire, emergency medical services, and public health. The
breakout group discussions will be conducted during the morning session. The afternoon session will
bring the participants together and provide an opportunity for each group to present the capabilities and
priorities they would like included in the Three-Year Training and Exercise Strategic Plan. The
purpose of this afternoon session is to bring the participants to consensus regarding the training and
exercise needs, to finalize the capabilities and priorities, and to identify the various training and
exercises 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 all
12 counties/operational areas and the three core cities.
Page 2 of6
--- --
Contract No. ________
Exhibit 2: Phase 2 Deliverables
Deliverable Description

, Document Review Contractor will review training and exercise documents. For cost estimation
purposes, 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 following
Contractor's security practices.
T&EPW Planning Call
T&EPW
Contractor will conduct aplanning meeting via conference call with the
County Program Team to develop an HSEEP-compliant format for the
workshop, 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 Plan
Contractor 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) actions
will be linked to newly defined exercise initiatives and to the associated target capabilities that would
accomplish these priorities.
Contractor will create the plan using the DHS MTEP template format. Within 30 days following the
T&EPW, Contractor will provide a draft of the Three-Year Training and Exercise Strategic Plan to the
planning team for review. Contractor will collect the feedback from the planning team and incorporate
their comments into a final version of the plan. The final version of the County Three-Year Training
and 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 Deliverables
Deliverable I
I
Description
--- -
! ." .. , . _ _ . .
!Draft and Final Version of . Contractor will develop both adraft version and afinal version of the County
i
:
__ ... a... .. __ _____ .___.J
Page 3 of6
Contract No. ________
Deliverable Description
i Exercise Strategic Plan : County in both hard copy and electronically.
............._.. ...... .... '" ................._...., .. _.........-1
fA 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. :
.- ... -.. ..- . ---. ..........,.........,.... ,..... '" ,................... ''" ........................,....._ ...................... ,--_.......... ,. ,..,............. ,...j
Training and Exercise i Contractor will provide the County with atraining and exercise schedule for '
Schedule completion during the years 2012 through 2015.
' _............__.. ,_........._..._..,_....._... .._...._..._-..__.--...,
Phase 4: Review of Three-Year Training and Exercise Strategic Plan with Stakeholders
Following 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 is
not required by HSEEP but Contractor has found that conducting a walk-through of the key strategies
identified helps stakeholders implement the plan.
Exhibit 4: Phase 4Deliverables
Deliverable Description
Plan 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 alead facilitator, one subject matter expert, and a
, : note taker. I
:._......... _._, ... __ .. ___" ...."'_.. __..... ___ .. __, ..:. ____.v ___ __.,._._,_,,. __..__.w__w ____ ____ ___ __.,..____..-__ . __ __ __'
Project Schedule
July 31, 2012
The proposed time line demonstrates how Contractor will complete the project by the Jttfte 30, 201Y
deadline. 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 Structure
Contractor has pulled together a team of subject matter experts that combine operational working
knowledge of each of the four disciplines plus experience in developing multiyear training and
exercise strategies. Our project manager is a HSEEP train-the-trainer. The following is a brief
summary 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
Contract No. ________
Contractor Subject Matter Experts. Contractor subject matter experts and staff will support day
to-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 the
training and exercise strategic planning process as well as the federal, State of California, and the
Bay 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. As
Training and Research Section Chief for the Montana Highway Patrol, Mr. Palmer was
responsible 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 to
emergency service personnel in the areas of hazardous material emergency response and
response to acts of terrorism involving weapons of mass destruction.
o FirelEmergency Medical Services: Chief Donald Forsyth has 35 years of experience. As
Battalion Chief for the Orange County Fire Authority, Chief Forsyth manages the day-to-day
activities 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 the
FEMA Urban Search and Rescue Program was activated, including the 1994 Northridge
Earthquake and the 1995 Oklahoma City Bombing Incident.
o Public Health: Ms. Beth Armentano is an experienced public health professional. As a district
epidemiologist for the Virginia Department of Health, Ms. Armentano oversaw reportable
disease 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 and
a program coordinator for Massachusetts Department of Health. She also managed and
developed 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 the
emergency management breakout group.
Contractor Publications Team. The Contractor Publications Team will conduct a thorough
technical edit of project documents and deliverables.
Assumptions and Constraints
This proposal is based on the following key assumptions and constraints. Deviations that arise during
the 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.
Confidentiality Policies. Contractor uses only preapproved, designated personnel who have Signed
the nondisclosure or confidentiality statements, if required. Contractor follows its documented
internal procedures and protocols for protection of confidential materials collected from each of the
counties/operational areas. Contractor established these internal procedures to meet requirements
by federal, state, and local governments to provide protection of critical infrastructure data.
Page 5 of6
Contract No. ________
Access to Materials and Plans. Documentation pertinent to the critical operations of each
department should be made available to Contractor for review in electronic fonnat within three
days of request.
Access to Key Personnel. Availability of county/operational area subject matter experts is critical
to obtaining the information required for the overall success of this project. Infonnation presented
by 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 meetings
and workshops. Contractor staff will perform work off-site at Contractor offices, except when
required to be on-site for meetings.
,
Three-Year Training and Exercise Strategic Planning Team. Contractor assumes that the
Three-Year Training and Exercise Strategic Plan planning team will have no more than 30
participants. Contractor will provide meeting materials for up to 30 participants at the kickoff
meeting and the final walk-through meeting.
Deliverables. Contractor agrees to deliver the following:
o Electronic copies of the interim draft deliverables during the planning process
o B lack and white hard copy documents for up to 100 participants at the T &EPW
o Printed and bound color copy of the final version of the Three-Year Training and Exercise
Strategic Plan for each county/operational area; the County Program Team; and ACSO (100
total)
o Compact disc or USB drive containing the electronic files for the final Three-Year Training and
Exercise Strategic Plan project in Microsoft Word format and the graphic illustration provided
in PDF format for each county/operational area; the County Program Team; and ACSO (100
total).
Page 60f6
Contract No. ________
EXHIBITB
PAYMENT TERMS
Project Budget
The fee for the services under this Agreement will be based on a firm fixed price of seventy-four
thousand, eight hundred thirty-eight ($74,838.00) dollars. County will invoiced upon completion of
each project phase
The fixed price is derived from estimating the number of work hours for each task; estimating the cost
of materials, printing and administrative expenses; and budgeting for reasonable and customary travel
expenses for on-site meetings and planning conference facilitation. The table below, Exhibit: 6, offers
a breakdown of the cost by project phase.
Exhibit 6: Cost Breakdown by Phase
Project Phase Cost
i Phase 1: Project Initiation
Phase 2: Preparation and Conduct of the T&EPW (one 8-hour workshop)
. Phase 3: Development of the Three-Year Training and Exercise Strategic Plan
Phase 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 on
acceptance 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 services
per 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 governing
the timely performance of Contractor's services hereunder. The agreed upon schedule shall be
incorporated into this Agreement upon its adoption by the parties and thereafter Contractor shall
perform all services under this Agreement in conformance with the schedule.
Page 1 of 1
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, 31
U.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 to
report to the NRC certain organizational conflicts of interest (OCls) that allegedly arose while SAIC was
performing the contracts between 1992 and 1999. SAIC denied the Government's allegations and
vigorously 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 to
the U.S. Court of Appeals for the District of Columbia Circuit, and on December 3,2010, the Court of
Appeals vacated judgment as to liability and damages on the two False Claims Act counts and remanded
the case to the District Court for further proceedings. Both parties have filed motions to resolve certain
legal 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 the
Southern District of New York and the City of New York (the "City") relating to an automated time and
attendance management system ("CityTime") that it developed and implemented for the City. Two former
SAIC employees, along with other contractors on the CityTime project, were charged with conspiring to
defraud the City into overpaying for CityTime. There were also failures of certain managers in connection
with their supervision of the former employees and the project overall. There was no evidence that these
managers had any personal involvement in or knowledge of the fraud. However, SAIC terminated the
responsible managers for these failures.
As part of the settlement, SAIC entered into a deferred prosecution agreement (DPA) and was charged
with 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 the
investigation, its remediation efforts and its acceptance of responsibility. The charge will be dismissed in
three years if SAIC complies with all of its obligations under the agreement. Under the DPA, SAIC will
continue to implement process improvements and control enhancements under the supervision of an
independent monitor reporting to the U.S. Attorney's Office.
Contract No. _________
EXHIBITD
COUNTY OF ALAMEDA
DEBARMENT 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, its
principals, and any named and unnamed subContractor:
Is not currently under suspension, debarment, voluntary exclusion, or determination of
ineligibility by any federal agency;
Has not been suspended, debarred, voluntarily excluded or determined ineligible by
any 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 within
the past three years.
If 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 determining
Contractor 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 administrative
sanctions. The above certification is part of the Standard Services Agreement.
Signing this Standard Services Agreement on the signature portion thereof shall also
constitute signature of this Certification.
CONTRACTOR: Science Applications International Corporation
PRlNCIPAL: Betty TITLE: Contract Administartor
SIGNATURE: DATE: April 10, 2012
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Revised 4/30109
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EXHIBITE
COUNTY OF f ...LAMEDA
CONTRACT REPORTING REQUIREMENTS
Upon receipt of signed contract documents, prime Contractor shall immediately entenlassign
subContractors in the System, confirm payments received from the County within 5 business days
in the System, immediately enter payments made to subContractors and ensure that subContractors
confirm they received payments within 5 business days in the System. SubContractors shall confirm
their payments received from the prime Contractor within 5 business days in the System.
Alameda County Contract Compliance System training and ongoing support are provided at no
charge to Contractors and participating sub Contractors awarded a contract as a result of this bid
process for this project. Contractors ha?ling contracts with the County should schedule a
representative from their office/company, along with each of their subContractors, to attend
training. The training schedule may be "ia'.ved online at
http://\vww.elationsys.comlelationsys/support l.btm or call Elation Systems at (510) 764 1870. I'..
special access code will be provided to Contractors and subContractors participating in this contract
. awarded to anow use of the System free of charge.
It is the Contractor's responsibility to ensure that they and their subContractors are registered and
trained as required to utilize the Alameda County Contract Compliance System. Training sessions
are approximately one hour and T.l/ill be held periodically in a number of locations throughout
Alameda County.
NOT APPLICABLE
Revised 4/30109
Contract No. ____________
110-23
QUESTIONNAIRE FOR DETERMINING THE WITHHOLDING STATUS
INSTRUCTIONS: This questionnaire is to be completed by the County department for
services contracts and must be included as part of the contract package. Be sure to answer all of
the questions in Sections I and II and to complete the certifications on page 2. Sections III and
IV contain supplemental questions to be answered for Contractors in certain service categories.
CONTRACTOR NAME: __ __
DEPT#: ___
. TITLE/SERVICE: UASI Strategic Three Year Plan / Professional Services
DEPT. CONTACT: Dennis Houghtelling PHONE: 925-560-5869
I. INFORMATION ABOUT THE CONTRACTOR YES NO
1. 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. If the answer to question 1 is NO and 2 is YES, provide the individual social security number
here: ____________________
No other questions need to be answered. Withholding is not required.
5. If the answer to question 2 is NO, continue. to Section II.
II. RELATIONSHIP OF THE PARTIES YES NO
1. 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?
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Contract No. ________
III. FOR CONSULTANTS, PROJECT MANAGERS, PROJECT COORDINATORS
1. 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, PSYCHOLOGISTS
1. Will the agreement be with an individual who does 110t have an outside
practice?
( ) ( )
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. If the answer to either question l.a, or if required, question 1.b is NO, the
entire answer is NO.
( ) ( )
A "yes" answer to any of the questions in Section II, or, if applicable, Sections III or IV
constitutes justification for paying the Contractor through the payroll system as an "employee for
withholding purposes."
CERTIFICATIONS:
I hereby certify that the answers to the above questions accurately reflect the anticipated working
relatio ip for this contract.
Betty Kamara, Contracts Administrator
Printed Name
1 10, 2012
Date
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