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HomeMy WebLinkAboutPacific Preparedness LLCAGREEMENT THIS AGREEMENT is made and entered into on the 2 day of May, 2022 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Pacific Preparedness LLC (hereinafter referred to as "CONTRACTOR"). In consideration of their mutual covenants, the parties hereto agree as follows: CONTRACTOR. Shall provide or furnish the following specified services and/or materials: An emergency management and planning manager to strengthen the Town's emergency response capability and to lead and manage their emergency preparedness program 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated March 2022 3. TERMS. The services and/or materials furnished under this Agreement shall commence 05/02/22 and shall be completed by 04/30/23, unless terminated pursuant to Section 5(f). 4. COMPENSATION. For the full performance of this Agreement: a. TOWN shall pay CONTRACTOR an amount not to exceed ninety thousand dollars and zero cents ($90,000), at an hourly rate of one hundred seventy five dollars and zero cents ($175) within thirty (30) days following receipt of invoice and completion/delivery of services/goods as detailed in Sections 1, 2, and 3 of this Agreement and only upon satisfactory delivery/completion of goods/services in a manner consistent with professional/industry standards for the area in which CONTRACTOR operates. TOWN is not responsible for paying for any work done by CONTRACTOR or any subcontractor above and beyond the not to exceed amount. b. Town shall not reimburse for any of CONTRACTOR's costs or expenses to deliver any services/goods. Town shall not be responsible for any interest or late charges on any payments from Town to CONTRACTOR. c. CONTRACTOR is responsible for monitoring its own forces/employees/agents/ subcontractors to ensure delivery of goods/services within the terms of this Agreement. TOWN will not accept or compensate CONTRACTOR for incomplete goods/services. Town of Los Altos Hills Page 1 of 5 Short form Updated 4/26/22 5. GENERAL TERMS AND CONDITION a. HOLD HARMLESS. CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of personal injury (including death) and property damage of any nature, caused by or arising out of the performance of CONTRACTOR under this Agreement. With regard to CONTRACTOR'S work product, CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of any nature to the extent caused by the negligent performance of CONTRACTOR under this Agreement. b. INSURANCE. CONTRACTOR shall file with the TOWN a certificate of insurance before commencing any services under this Agreement as follows: WORKERS COMPENSATION INSURANCE: Minimum statutory limits. ii. COMMERCIAL GENERAL LIABILITY AND PROPERTY DAMAGE INSURANCE: General Liability and Property Damage Combined. $1,000,000.00 per occurrence including comprehensive form, personal injury, broad form personal damage, contractual and premises/operation, all on an occurrence basis. If an aggregate limit exists, it shall apply separately or be no less than two (2) times the occurrence limit. iii. AUTOMOBILE INSURANCE: $1,000,000.00 per occurrence. iv. ERRORS AND OMISSIONS INSURANCE: $1,000,000.00 aggregate. v. NOTICE OF CANCELLATION: The City requires 30 days written notice of cancellation. Additionally, the notice statement on the certificate should not include the wording "endeavor to" or "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives." vi. CERTIFICATE OF INSURANCE: Prior to commencement of services, evidence of insurance coverage must be shown by a properly executed certificate of insurance and it shall name "The Town of Los Altos Hills, its elective and appointed officers, employees, and volunteers" as additional insureds. vii. To prevent delay and ensure compliance with this Agreement, the insurance certificates and endorsements must be submitted to: Town of Los Altos Hills Page 2 of 5 Short form Updated 4/26/22 Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 c. NON-DISCRIMINATION. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, age, ancestry, religion or sex of such person. d. INTEREST OF CONTRACTOR. It is understood and agreed that this Agreement is not a contract of employment and does not create an employer-employee relationship between the TOWN and CONTRACTOR. At all times CONTRACTOR shall be an independent contractor and CONTRACTOR is not authorized to bind the TOWN to any contracts or other obligations without the express written consent of the TOWN. In executing this Agreement, CONTRACTOR certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of TOWN. e. CHANGES. This Agreement shall not be assigned or transferred without advance written consent of the TOWN. No changes or variations of any kind are authorized without the written consent of the City Manager. This Agreement may only be amended by a written instrument signed by both parties. TERMINATION. This Agreement may be terminated by TOWN upon seven (7) days written notice to CONTRACTOR. Monies owed for work satisfactorily completed shall be paid to CONTRACTOR within 14 days of termination. RECORDS. All reports, data, maps, models, charts, studies, surveys, calculations, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that are prepared or obtained pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the TOWN. CONTRACTOR hereby agrees to deliver those documents to the TOWN at any time upon demand of the TOWN. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the TOWN and are not necessarily suitable for any future or other use. Failure by CONTRACTOR to deliver these documents to the TOWN within a reasonable time period or as specified by the TOWN shall be a material breach of this Agreement. TOWN and CONTRACTOR agree that until final approval by TOWN, all data, plans, specifications, reports and other documents are preliminary drafts not kept by the TOWN in the ordinary course of business and will not be disclosed to third parties without prior written consent of both parties. All work products submitted to the TOWN pursuant to this Agreement shall be deemed a "work for hire." Upon submission of any work for hire pursuant to this Agreement, and acceptance by the TOWN as complete, non- exclusive title to copyright of said work for hire shall transfer to the TOWN. The compensation recited in Section 4 shall be deemed to be sufficient consideration Town of Los Altos Hills Page 3 of 5 Short form Updated 4/26/22 for said transfer of copyright. CONTRACTOR retains the right to use any project records, documents and materials for marketing of their professional services. h. CONTRACT ADMINISTRATION. The TOWN hereby designates the Management Analyst 11 and the City Manager as Contract Administrator for this agreement. The CONTRACTOR shall only take direction regarding the services provided under this Agreement from the Contract Administrator. Furthermore, CONTRACTOR agrees that the Contract Administrator shall be included any meeting, teleconference or written communication between any Town representative including Committee members and the CONTRACTOR. The TOWN may modify the Contract Administrator at any time upon providing written notice to the CONTRACTOR. i. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the Parties. Any ambiguities or disputed terms between this Agreement and any attached Exhibits shall be interpreted according to the language in this Agreement and not the Exhibits. 6. INVOICING. Send all invoices to the contract coordinator at the address below, This Agreement shall become effective upon its approval and execution by TOWN. In witness whereof, the parties have executed this Agreement the day and year first written above, CONTRACT COORDINATOR and representative for TOWN: CONTRACTOR: Cody Einfalt Management Analyst 11 Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Town of Los Altos Hills Short form Updated 4/26/22 By: Signature Date Print nam TOWN OF LOS A HILLS: By: Peter Pirn 'ad, City'Manager at Page 4 of 5 Ann Hepenstal, CBCP March 2022 Emergency Manager for the Town of Los Altos Hills Background The Town of Los Altos Hills is looking for an emergency management and planning manager to strengthen the Town's emergency response capability and to lead and manage their emergency preparedness program. Statement of Work Ann Hepenstal, CBCP, will fill the role of Emergency Manager for the Town of Los Altos Hills and be responsible for the following: • strategic planning for emergency management and preparedness programs in the Town of Los Altos Hills • emergency management technical advisor to the Los Altos Hills City Manager • project management of work to strengthen emergency planning and preparedness in the Town of Los Altos Hills emergency management training for Los Altos Hills Staff Specifically, the initial focus will be: Los Altos Hills Emergency Operations Center: • Update structure of the Emergency Operations Center (EOC) team • Analyze the roles needed in the Town EOC and assign staff • Orient Staff to their roles as Disaster Service Workers in the Town EOC • Train Town Staff on their roles • Conduct exercise(s) to strengthen staff readiness for their EOC roles • Conduct a gap analysis on EOC meeting place, equipment and needs, and make recommendations Hazard Mitigation Plan (HMP) • Partner with Town Staff to update the Los Altos Hills Hazard Mitigation Plan • Develop the Safety Element of the HMP • Support grant opportunities such as the HMP grant Town Committee for Emeraencv Preparedness/Emeraencv Communications • Work with the Emergency Communications Committee and Council Liaison to renew the committee's charter and scope to encompass emergency preparedness and risk management. • Attend the Committee meetings and provide Staff engagement on the work Disaster Service Worker (DSW) olunteers: • Conduct a gap analysis on the DSW volunteer registration, record-keeping and activation processes • Drive gap -closing actions to strengthen the Town's DSW volunteer procedures to enable eligibility for the State DSW program Other work: • As agreed with the City Manager In addition, Ms. Hepenstal will represent the Town of Los Altos Hills to the Santa Clara County Office of Emergency Management's Operating Area Signatories meeting. She will coordinate with Town staff, volunteers, and consultants, including Marsha Hovey; the Los Altos Hills County Fire District; the City of Los Altos; the County Office of Emergency Management; and other jurisdictions and organizations as appropriate. Terms The Town intends to engage Ms. Hepenstal as a consultant at a rate of $175/hour, within a not - to -exceed amount of $90,000 per fiscal year. Ms. Hepenstal will work flexible hours which will vary weekly based on the projects and meetings, with a combination of remote/telecommuting work and in-person work at project sites or at the Town Hall. The Town shall provide Ms. Hepenstal with materials necessary for this role, including access to appropriate computer systems/databases/shared drives and other electronic resources needed for the work, access to Town Staff and assets. The Town shall reimburse Ms. Hepenstal for appropriate and reasonable expenses incurred, with City Manager's prior approval. The City Manager shall meet with Ms. Hepenstal at least monthly to align priorities, remove roadblocks, and assess progress. 2 Ann Hepenstal, CBCP Email: annhepenstal@gmail.com Phone: 650-946-8298 Linkedln Profile: www.linkedin.com/in/annhepenstal Ann Hepenstal has over 15 years of experience in emergency management, crisis management, business continuity and risk management practice in both the public and private sector. Ann currently leads emergency management planning for the City of Los Altos, strengthening City emergency plans and Emergency Operation Center readiness. Ann designs and leads community emergency preparedness programs, including educational webinars and events. She leads stakeholder engagement in emergency preparedness and manages the City's Disaster Service Worker Volunteer Program. She chairs the Santa Clara County CERT Leadership Team, and represents the City to the Emergency Managers' Association and the County Operating Area Signatories group. For her leadership, Ann was recognized as the 2019 Emergency Manager of the Year by the Santa Clara County Emergency Managers' Association. Prior to entering government service, Ann held management roles at Intel Corporation. Her 23 -year Intel career spanned finance, marketing, program management, risk and controls, and business continuity. In addition, she was assistant leader of Intel's Santa Clara site volunteer Emergency Response Team. Ann holds a BS degree in Systems Engineering from Case Western Reserve University and a MS in Management Science from Stanford University. She is a member of the Santa Clara Emergency Managers Association and the California Emergency Services Association (CESA). Ann holds the Certified Business Continuity Professional (CBCP) certification from DRII. References "Ann's intellect, work ethic and personal style provide a positive work environment resulting in quality deliverables." - Laura Phillips, CBCP, VP, Operational Risk Management, Mitsubishi UFJ Financial Group "Ann's impressive integrity is a key part of her leadership style." - John Raftrey, World Wide Manager, Corporate Internet Marketing, Intel Corporation "There are few people I've worked with at Intel who can match Ann's energy and results. Ann is a leader who gets things done, and draws people in - she influences others to work toward bigger goals. " - Rick Reed, Issue/Crisis Manager - Sales & Marketing Group, Intel Corporation