HomeMy WebLinkAbout20A - AA AND AGMT FOR ANAHEIM/SANTA ANAREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
DECEMBER 1, 2020
TITLE:
APPROPRIATION ADJUSTMENT AND
AGREEMENTS FOR UASI TRAINING AND
EXERCISE SERVICES FOR THE
ANAHEIM/SANTA ANA URBAN AREA IN
AN AGGREGATE AMOUNT NOT TO
EXCEED $3,147,600
(SPECIFICATION NO. 20-062)
(NON -GENERAL FUND)
/s/ Kristine Ridge
CITY MANAGER
CLERK OF COUNCIL USE ONLY:
❑ As Recommended
❑ As Amended
❑ Ordinance on 1 s' Reading
❑ Ordinance on 2od Reading
❑ Implementing Resolution
❑ Set Public Hearing For_
CONTINUED TO
FILE NUMBER
RECOMMENDED ACTION
1. Approve an appropriation adjustment recognizing $713,431 in FY18 UASI grant revenue in
the FY18 UASI Grant Program account (No. 12514002-52001) and appropriate same in the
FY18 UASI Grant Program expenditure accounts (No. 12514491-various).
2. Authorize the City Manager to execute the attached three-year agreements, with two one
year renewal options, with the following seven qualified vendors to provide on -going training
and exercise deliverables to the Anaheim/Santa Ana Urban Area on an as -needed basis,
for the period of December 1, 2020 through November 30, 2023 in an amount not to exceed
$3,147,600, subject to non -substantive changes approved by the City Manager and City
Attorney.
Vendor
Location
Constant and Associates, Inc.
Torrance, CA
Elite Command Training
Foothill Ranch, CA
Nusura, Inc.
Denver, CO
Security Solutions International, Inc. (SSI)
Islamorada, FL
Sensemakers, LLC
Anaheim, CA
The Cadmus Group, LLC
Waltham, MA
The Olson Group, Ltd.
Alexandria, VA
DISCUSSION
The United States Department of Homeland Security, Federal Emergency Management Agency,
has developed the Urban Areas Security Initiative (UASI) funding program. This initiative was
designed to enhance the domestic preparedness of urban areas by ensuring that all emergency
first responders have adequate and appropriate equipment and training to prevent, respond to, and
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Appropriation Adjustment and Agreements for UASI Funded Training and Exercise Services
December 1, 2020
Page 2
recover from acts of terrorism. Santa Ana has been designated as an Urban Area Core City since
2003. As such, for selected grant years, Santa Ana is the fiduciary for the region and manages
projects which include the grant funded procurement of training, exercises, and equipment utilized
by the 34 jurisdictions in Orange County.
In an effort to address the unique needs of a high -density, high -threat urban area, the
Anaheim/Santa Ana Urban Area (ASAUA) allocates a set percentage of its annual grant allocation
to fund training and exercises for the Orange County region. With oversight from the Santa Ana
Police Department Homeland Security Division, the ASAUA Homeland Security Regional Training
and Exercise Program is designed to provide the ASAUA stakeholders with regional training and
exercises necessary to meet the goals and objectives set forth in the ASAUA's homeland security
strategy and target capabilities identified in the Threat and Hazard Identification and Risk
Assessment (THIRA). The goal of these agreements is to enhance the capabilities of the current
program by providing access to a wide range of training and exercise professionals in support of a
comprehensive and regional approach.
In August of 2020, the Police Department issued a Request for Qualifications (RFQ #20-062) to
identify and qualify suitable vendors capable of delivering a broad choice of homeland security
related training courses taught by subject matter experts and/or recognized professionals in the
field of law enforcement, fire, cyber security, public health, and emergency management.
Additionally, the RFQ sought to identify and qualify suitable vendors who are capable of developing
and delivering a broad range of homeland security related exercises ranging from simple
workshops to complex multi -discipline, multi -agency full scale exercises. Vendors were allowed to
submit proposals that addressed only training courses, only providing exercises, or providing both
training courses and exercises.
The RFQ was advertised on August 10, 2020 and proposals were solicited. A summary of the
proposals and offers received is as follows:
223 Vendors were notified
18 Santa Ana vendors notified
24 Vendors downloaded the RFQ
9 Proposals received
0 Proposals received from a Santa Ana vendor
Proposals were opened on September 3, 2020 and evaluated. An evaluation team reviewed and
rated all proposals received to determine if necessary qualifications were met. The proposals were
evaluated and scored according to criteria identified within the RFQ, including Responsiveness to
RFQ (25%), Experience of Firm and Personnel (30%), Reasonableness of Cost (25%), and
References (20%).
Of the nine proposals, eight were determined to be responsive and were qualified based on their
response to the specifications and requirements identified by the City. One company, Control
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Appropriation Adjustment and Agreements for UASI Funded Training and Exercise Services
December 1, 2020
Page 3
Risks, did not posess the required Department of Homeland Security/Cal OES certifications, and
another company, California Specialized Training Institute, has a lengthy contract review process
and may be presented at a future City Council meeting. All qualified vendors will have similar
agreements with varying scopes of work, and the Santa Ana Police Department Homeland Security
Division will request training courses and exercises from the selected vendors on an as -needed
basis.
The appropriation adjustment will recognize $713,431 in FY18 UASI prior year balance to fund
FY18 UASI program expenditures, including Year 1 ($651,600) of the training and exercise
program. Year 2 ($620,250) of the agreement has already been appropriated through a separate
City Council action when Council approved the FY 19 UASI Grant award. Year 3 of the agreement,
which is projected to be $625,250, will be funded by the FY20 UASI Grant. Years 4 ($625,250)
and 5 ($625,250) of this agreement are contingent upon a UASI Grant award to the Anaheim/Santa
Ana Urban Area for FY21 and FY22 with a sufficient award amount to sustain the ASAUA
Homeland Security Regional Training and Exercise Program.
The aggregate amount to be spent in the pool of all seven vendors shall not exceed $3,147,600
over the length of the three-year agreements. Because these agreements will be paid using federal
grant funds, this program expense will have no fiscal impact on the City's General Fund. The term
of these agreements may be extended for up to two one-year periods upon a writing executed by
the City Manager and the City Attorney and subject to funding. The agreements include language
that allows the City to terminate the agreement with 30 days notice for any reason, including lack
of funding.
FISCAL IMPACT
The appropriation adjustment will recognize $713,431 in FY18 UASI grant revenue in the FY18
UASI Grant Program account (No. 12514002-52001) and appropriate same in the FY18 UASI
Grant Program expenditure accounts (No. 12514491-various).
Funds for the agreements are available in the FY18 and FY19 UASI Grant Program Contract
Services account (No. 12514491-62300 and 12514407-62300) for the 2020-21 and FY 2021-22
fiscal years, and will be included in future fiscal year budgets as follows:
Fiscal Year
Accounting Unit-
Accounting Unit, Account
Amount
Account #
Description
FY 2020-21
12514491-62300
FY18 UASI Grant Program —
$651,600
Training and Exercises
FY 2021-22
12514407-62300
FY19 UASI Grant Program —
$620,250
Training and Exercises
FY 2022-23
12814491-62300
FY20 UASI Grant Program —
$625,250
Training and Exercises
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Appropriation Adjustment and Agreements for UASI Funded Training and Exercise Services
December 1, 2020
Page 4
FY 2023-24
12514407-62300
FY21 UASI Grant Program —
$625,250
Training and Exercises
FY 2024-25
12814491-62300
FY22 UASI Grant Program —
$625,250
Training and Exercises
$3,147,600
Total
Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management
Services Agency
Submitted By: David Valentin, Chief of Police - Police Department
Exhibits 1. Agreement with Constant and Associates, Inc.
2. Agreement with Elite Command Training
3. Agreement with Nusura, Inc.
4. Agreement with Security Solutions International, Inc. (SSI)
5. Agreement with Sensemakers, LLC
6. Agreement with The Cadmus Group, LLC
7. Agreement with The Olson Group, Ltd.
20A-4
Exhibit 1
AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES
FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS -NEEDED BASIS
THIS AGREEMENT is made and entered into this 1st day of December, 2020, by and between
Constant Associates INC. ("Contractor"), and the City of Santa Ana, a charter city and municipal
corporation organized and existing under the Constitution and laws of the State of California
("City").
RECITALS
A. On August 10, 2020, the Santa Ana Police Department ("SAPD") issued Request for
Qualifications No. 20-062 ("RFQ"), by which it sought to identify and qualify suitable
vendors capable of delivering a broad choice of homeland security -related training courses
and exercises conducted by professionals in the fields of law, fire, public health,
emergency management and cybersecurity.
B. These courses are in support of the Anaheim/Santa Ana Urban Area ("ASAUA")
Homeland Security Regional Training and Exercise Program and will be funded by a grant
awarded to the City by the United States Department of Homeland Security's Urban Areas
Security Initiative ("UASI") and administered by SAPD. The ASAUA consists of the
incorporated cities in Orange County and the police departments of the University of
California, Irvine, California State University, Fullerton, and community colleges in the
County of Orange.
C. Through SAPD, the training and exercise programs will be made available to agencies in
the ASAUA on an as -needed basis to enhance domestic preparedness for acts of terrorism.
D. Contractor submitted a responsive proposal that was among those selected by the City.
E. In undertaking the performance of this Agreement, Contractor represents that it is
knowledgeable in its field and that any services performed by Contractor under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
On an as -needed basis, and at the sole discretion of City, Contractor shall conduct the
training and/or exercise programs described in the scope of services provided in the RFQ and
attached hereto as Exhibit A. Contractor's proposal is incorporated by reference as though fully
set forth herein. In the performance of all services, Contractor shall comply and provide the
required training/classes and exercises attached hereto as Exhibit B.
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2. CHANGE ORDERS/AMENDMENTS
a. To maintain flexibility that allows first responders to address emerging and
unforeseeable threats, the ASAUA Homeland Security Regional Training and Exercise
Program will utilize a Change Order provision to request other training and exercise
courses at the City's request. Change Orders will be used to approve training and/or
exercises and can modify the existing scope of work for specialty and other ad -hoc
training and exercises on an as needed basis. Change Orders will be drafted by the
UASI Grant Coordinator, reviewed and approved by the Contractor, then forwarded to
the Chief of Police and the City Manager for the City of Santa Ana or their designees
for approval.
b. Any change order that contains any terms contrary to services provided within this
Agreement shall be void, unless City and Consultant have expressly agreed in a writing,
requiring approval by the City Manager and the City Attorney's office. Consultant
agrees and understands that substantive changes to the terms of the Agreement are
subject to approval by the City Council.
3. COMPENSATION
a. City neither warrants nor guarantees any minimum or maximum compensation to
Contractor under this Agreement. Contractor shall be paid only for actual services
performed under this Agreement at the rates and charges identified in Exhibit B.
Any compensation payable to Contractor shall be paid from a portion of the above -
referenced UASI grant awarded to the City in the amount of $3,147,600, which
shall serve as the total amount payable for all training and exercise programs
supplied under RFQ No. 20-062.
b. Payment by City shall be made within forty-five (45) days following receipt of
proper invoice evidencing work performed, subject to City accounting procedures.
Payment need not be made for work that fails to meet the standards of performance
set forth in the Recitals which may reasonably be expected by City.
4. TERM
This Agreement shall commence on the date stated above and continue through November
30, 2023, unless terminated earlier in accordance with Section 18, below. The term of this
Agreement may be extended for up to two (2) one (1) year period upon a writing executed by the
City Manager and the City Attorney and subject to funding.
5. INDEPENDENT CONTRACTOR
Contractor shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor shall
it be construed to create an employer -employee relationship, a joint venture relationship, or to
allow the City to exercise discretion or control over the professional manner in which Contractor
20A-6 Page 2 of 11
performs the services which are the subject matter of this Agreement; however, the services to be
provided by Contractor shall be provided in a manner consistent with all applicable standards and
regulations governing such services. Contractor shall pay all salaries and wages, employer's social
security taxes, unemployment insurance and similar taxes relating to employees and shall be
responsible for all applicable withholding taxes.
6. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property
embodied in plans, specifications, studies, drawings, estimates, and other documents or works of
authorship fixed in any tangible medium of expression, including but not limited to, physical
drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or
caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor
shall require all subcontractors to agree in writing that City is granted a non-exclusive and
perpetual license for any Documents & Data the subcontractor prepares under this Agreement.
Contractor represents and warrants that Contractor has the legal right to license any and all
Documents & Data. Contractor makes no such representation and warranty in regard to
Documents & Data which were provided to Contractor by the City. City shall not be limited in
any way in its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
7. INSURANCE
Prior to undertaking performance of work under this Agreement, Contractor shall maintain
and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance. Contractor shall maintain commercial
general liability insurance naming the City, its officers, employees, agents,
volunteers and representatives as additional insured(s) and shall include, but not be
limited to protection against claims arising from bodily and personal injury,
including death resulting therefrom and damage to property, resulting from any act
or occurrence arising out of Contractor's operations in the performance of this
Agreement, including, without limitation, acts involving vehicles. The amounts of
insurance shall be not less than the following: single limit coverage applying to
bodily and personal injury, including death resulting therefrom, and property
damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the
aggregate. Such insurance shall (a) name the City, its officers, employees, agents,
volunteers and representatives as additional insured(s); (b) be primary and not
contributory with respect to insurance or self-insurance programs maintained by
the City; and (c) contain standard separation of insureds provisions.
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include
coverage for owned, hired and non -owned automobiles.
20A-7 Page 3 of 11
C. Worker's Compensation Insurance. hi accordance with the California Labor Code,
Contractor, if Contractor has any employees, is required to be insured against
liability for worker's compensation or to undertake self-insurance. Prior to
commencing the performance of the work under this Agreement, Contractor agrees
to obtain and maintain any employer's liability insurance with limits not less than
$1,000,000 per accident.
d. If Contractor is or employs a licensed professional such as an architect or engineer:
Professional liability (errors and omissions) insurance, with a combined single limit
of not less than $1,000,000 per claim with $2,000,000 in the aggregate.
e. The following requirements apply to the insurance to be provided by Contractor
pursuant to this section:
(i) Contractor shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved by the City.
(iii) Certificates and policies shall state that the policies shall not be canceled or
reduced in coverage or changed in any other material aspect without thirty
(30) days prior written notice to the City.
(iv) Contractor shall supply City with a fully executed additional insured
endorsement.
f. If Contractor fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has
been procured and is in force and paid for, the City shall have the right, at the City's
election, to terminate this Agreement. Such termination shall not affect
Contractor's right to be paid for its time and materials expended prior to notification
of termination. Contractor waives the right to receive compensation and agrees to
indemnify the City for any work performed prior to approval of insurance by the
City.
8. INDEMNIFICATION
Contractor agrees to and shall indemnify, defend, and hold harmless the City, its officers,
agents, employees, consultants, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including death, and claims for property damage, which may arise from the
negligence or willful misconduct of the Contractor or its, subcontractors, agents, employees, or
other persons acting on their behalf which relates to the services described in section I of this
Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution,
judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement.
20A-8 Page 4 of 11
This indemnity and hold harmless agreement applies to all claims for damages, just compensation,
restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the
events referred to in this Section or by reason of the terms of, or effects, arising from this
Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the
defense of the City, including fees and costs for special counsel to be selected by the City,
regarding any action by a third party challenging the validity of this Agreement, or asserting that
personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal
or property rights arises by reason of the terms of, or effects arising from this Agreement. City
may make all reasonable decisions with respect to its representation in any legal
proceeding. Contractor's indemnification obligations in this section shall survive expiration of
this Agreement.
9. INTELLECTUAL PROPERTY INDEMNIFICATION
Contractor shall defend, indemnify, and hold harmless City, its officers, agents,
representatives, and employees against any and all liability or losses, including costs and attorney's
fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or
contained in the work product or documents provided or used by Contractor under this Agreement.
10. CONFORMITY WITH LAW AND SAFETY
In performing any 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 provisions of the California Occupational Safety and Health Act. Contractor shall
indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and
consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and
regulations.
11. RECORDS
Contractor shall keep records and invoices in connection with the work to be performed
under this Agreement. Contractor shall maintain complete and accurate records with respect to
the costs incurred under this Agreement and any services, expenditures, and disbursements
charged to the City for a minimum period of three (3) years, or for any longer period required by
law, from the date of final payment to Contractor under this Agreement. All such records and
invoices shall be clearly identifiable. Contractor shall allow a representative of the City to
examine, audit, and make transcripts or copies of such records and any other documents created
pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all
work, data, documents, proceedings, and activities related to this Agreement for a period of three
(3) years from the date of final payment to Contractor under this Agreement.
12. CONFIDENTIALITY
If Contractor receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Contractor agrees that
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it shall not use or disclose such information except in the performance of this Agreement, and
further agrees to exercise the same degree of care it uses to protect its own information of like
importance, but in no event less than reasonable care. "Confidential Information" shall include all
nonpublic information. Confidential information includes not only written information, but also
information transferred orally, visually, electronically, or by other means. Confidential
information disclosed to either party by any subsidiary and/or agent of the other party is covered
by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any
information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the
Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor
an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is
independently developed by the Contractor without reference to information disclosed by the City.
13. CONFLICT OF INTEREST CLAUSE
a. Contractor covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with the performance of services
specified under this Agreement.
b. The parties understand that outside parties, subject to receipt of financial benefit from
UASI funding, as noted in Recital Section B and the RFQ, are often utilized by the
ASA UASI as subject matter expert reviewing training and exercise proposals. To
avoid potential conflict of interest of engaging sub -contractors, subject to receipt of
financial benefit from UASI funding, shall not be engaged by the Contractor as a sub-
contractor to provide the services provided in this Agreement, or any change order or
amendment thereto.
14. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement
shall be in writing and shall be deemed to be properly given if delivered in person or mailed by
first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in
the manner provided in this Section, to the following persons:
To City: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax 714- 647-6956
With courtesy copies to:
Roland Andrade, Sergeant
UASI Grant Coordinator
Homeland Security Division
Santa Ana Police Department
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To Contractor:
60 Civic Center Plaza
Santa Ana, CA 92701
Michelle Constant, CEO
Constant Associates, INC.
3655 Torrance Blvd., Suite 430
Torrance, CA. 90503
(424) 320-2582
michelle@constantassociates.com
A party may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by fax, communication shall be effective or deemed to have
been given twenty-four (24) hours after the time set forth on the transmission report issued by the
transmitting facsimile machine, addressed as set forth above. For purposes of calculating these
time frames, weekends, federal, state, County or City holidays shall be excluded.
15. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Contractor regarding the subject matter therein, and supersedes any and all other agreements, oral
or written, between the parties. In the event of a conflict between the terms of this Agreement and
any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be
modified except by written instrument signed by the City and by an authorized representative of
Contractor. The parties agree that any terms or conditions of any purchase order or other
instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not
bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, orally or otherwise, have been made by any
party, or anyone acting on behalf of any party, which are not embodied herein.
16. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
be construed to limit the City's ability to have any of the services which are the subject to this
Agreement performed by City personnel or by other consultants retained by City.
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17. 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.
18. TERNIINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor
compensation for all services performed by Contractor prior to receipt of such notice of
termination, subject to the following conditions:
a. As a condition of such payment, City may require Contractor to deliver to the City
all work product completed as of such date, and in such case such work product
shall be the property of the City unless prohibited by law, and Contractor consents
to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work that fails to meet the standard of performance
specified in the Recitals of this Agreement.
19. NONDISCRINIINATION
Contractor shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
information, or military and veteran status, age, national origin, ancestry, or disability, as defined
and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
promotion, termination or other employment related activities or any services provided under this
Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all
applicable federal, state and local laws and regulations.
20. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
determined and governed by the laws of the State of California. Both parties further agree that
Orange County, California, shall be the venue for any action or proceeding that may be brought or
arise out of, in connection with or by reason of this Agreement.
21. PROFESSIONAL LICENSES
Contractor shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
and required by the laws and regulations of the United States, the State of California, the City of
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Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and
in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
exemptions. Said inability shall be cause for termination of this Agreement.
22. CERTIFICATIONS
a. Debarment and Suspension. Contractor will comply, and all its subcontractors will
comply, with applicable federal suspension and debarment regulations including, but not limited
to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and
codified in 2 CFR Part 200.
b. Section 504 of the Rehabilitation Act of 1973. All recipients of federal funds must
comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds
recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise
qualified disabled person shall, solely by reason of disability be excluded from the participation
in, be denied the benefits of or be subject to discrimination, including discrimination in
employment, in any program or activity that receives or benefits from federal financial assistance.
Contractor agrees it will ensure that requirements of The Act shall be included in any agreements
with and be binding on all of its subcontractors, assignees, or successors.
C. Americans with Disabilities Act of 1990 (ADA). Contractor must comply with all
requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable.
d. Lobbying and Political Activity. None of the funds, materials, property, or services
provided directly or indirectly under this Agreement shall be used for any partisan political
activity, or to further the election or defeat of any candidate for public office, or otherwise in
violation of the provisions of the "Hatch Act".
e. Contractor will comply, and all its subcontractors will comply, with all applicable
lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et
seq., and agrees that none of the funds provided under this award may be expended by the
Contractor to pay any person to influence, or attempt to influence an officer or employee of any
agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member
of Congress in connection with any federal action concerning the award or renewal of any federal
contract, grant, loan, or cooperative agreement.
f. Contractor will comply, and all its subcontractors will comply, with all
requirements of the Byrd Anti -Lobbying Amendment (31 U.S.C. 1352), as applicable.
g. Non -Discrimination and Equal Opportunity. Contractor will comply, and all its
subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section
504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with
Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age
Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as
amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and
Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of
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1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice
Non -Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of
Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or
State court, Federal or State administrative agency, or the Contractor makes a finding of
discrimination after a due process hearing on the grounds of race, color, religion, national origin,
sex, or disability against Contractor, Contractor will forward a copy of the findings to City, which
will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S.
Department of Justice.
h. Contractor will comply, and all its subcontractors will comply, with all requirements
of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment -Opportunity,"
as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department
of Labor regulations (41 CFR chapter 60), as applicable.
i. Contractor will comply, and all its subcontractors will comply, with all
requirements of the California Public Contract Code Section 10295.3, as applicable.
j. Contractor will comply, and all its subcontractors will comply, with all
requirements of the Copeland "Anti -Kickback" Act (18 U.S.C. 874) as supplemented in
Department of Labor regulations (29 CFR Part 3), as applicable.
k. Contractor will comply, and all its subcontractors will comply, with all
requirements of the Davis -Bacon Act (40 U. S.C. 276a to 276a-7) as supplemented by Department
of Labor regulations (29 CFR Part 5), as applicable.
1. Contractor will comply, and all its subcontractors will comply, with all
requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C.
327-330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable.
in. Contractor will comply, and all its subcontractors will comply, with all applicable
standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C.
1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the
Environmental Protection Agency regulations (40 CFR part 15), as applicable.
n. Contractor will comply, and all its subcontractors will comply, with all
requirements of the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871), (53 FR
8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable.
o. Contractor will comply, and all its subcontractors will comply, with all
requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act, as applicable.
p. Contractor agrees that the Department of Homeland Security shall have the
authority to seek patent rights for any process, product, invention or discovery developed and paid
for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable.
20A-14 Page 10 of 11
q Contractor may copyright any books, publications or other copyrightable materials
developed in the course of or under this Agreement. However, the federal awarding agency, State
Administrative Agency (SAA), and City reserve a royalty -free, non-exclusive, and irrevocable
license to reproduce, publish or otherwise use, and to authorize others to use, for federal
government, SAA and/or City purpose:
(1) the copyright in any work developed through this Agreement; and
(2) any rights of copyright to which the Contractor purchases ownership with support
through this grant. The Federal government's, SAA's and City's rights identified above must be
conveyed to the publisher and the language of the publisher's release form must ensure the
preservation of these rights.
23. AUSCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the
power, authority and right to bind their respective parties to each of the terms of
this Agreement, and shall indemnify City fully, including reasonable costs and
attorney's fees, for any injuries or damages to City in the event that such authority
or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
[signature page to follow]
20A-1 5 Page 11 of 11
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
Daisy Gomez
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By:
Tamara Bogosian
Senior Assistant City Attorney
RECOMMENDED FOR APPROVAL:
David Valentin
Chief of Police
CITY OF SANTA ANA
Kristine Ridge
City Manager
CONTRACTOR:
By: Michelle Constant
Title: CEO
20A-16
Page 12 of 11
I.
1*4111HI
SCOPE OF SERVICES
The specific requirements of this RFQ have been listed in two sections to allow proposers to
respond to either, the training courses component, the exercise component, or both. There is no
requirement the Proposer must respond to both components of the RFQ.
IL TRAINING COURSES
A. ASAUA currently requires training courses in the following specific disciplines:
• Law Enforcement/Tactical
• Fire/Emergency Medical
• Public Health
• Emergency Management
• Cyber Security
B. Contractor shall conduct training courses, which it has been successfully prequalified for, at
various locations/venues within the ASAUA.
C. Contractor shall prepare course flyers, register attendees, record attendance by signed roster,
provide certificates of completions, and verify course completion by the participants.
D. Contractor shall prepare and present specified training courses. Course material shall be
available at the time the training is provided for each of the training courses the proposer has
outlined in their SOQ.
E. All training courses presented must meet state and federal guidelines and be approved by Cal
OES and DHS for reimbursement under the Homeland Security Grant Program prior to
delivery. Refer to the Cal OES website at: http://www.caloes.ca.gov/cal-oes-
divisions/california-specialized-training-institute and the DHS website at:
https://www.fema.gov/training for further information regarding state and federal guidelines
for Department of Homeland Security grants. If any portion of the training course occurs
outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be
obtained from FEMA/Cal OES prior to delivery of the course. The EHP approval is location
specific and if an EHP approval is required, one must be obtained for each location where the
course is delivered. It shall be the responsibility of the Proposer to complete all of the forms
and documentation necessary to obtain the required approvals. Contractor shall ensure that,
when required, an Environmental Historic Preservation (EHP) approval has been issued to the
ASAUA before delivery of the training course. The ASAUA Homeland Security Regional
Training and Exercise Program Manager will assist the Proposer with the submission of the
requests for approval. The City shall not be billed for any costs associated with obtaining
these approvals.
20A-17
F. Contractor shall offer course content that satisfies the five preparedness priorities identified
in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for
reference.
G. Contractor shall provide all required training material, handouts, course syllabus and/or
written curriculum.
H. Contractor shall collect written survey comments/course evaluations from participants at the
conclusion of every course offered. Survey/course evaluations will be conducted in a manner
specified by the City. A standardized course survey form will be provided to the successful
proposers. A record of responses shall be maintained throughout the tern of the agreement
by Contractor, and organized by training course, date, instructor, etc. Frequently mentioned
comments shall be reported to City Project Manager. Electronic reporting shall be made
available to the City upon request.
I. City reserves the right to cancel training courses with fourteen (14) calendar days' notice of
delivery date. City shall not be charged for the class, travel costs, or training materials by
Contractor if cancellation occurs within this period.
J. City reserves the right to cancel training courses for student minimums not being met.
K. Contractor shall provide and assign high quality instructors on a consistent basis to deliver
the specified courses.
L. All instructors shall use the methods suggested by the training protocols established, such as
maintaining and updating each training syllabus; introducing and following objectives for
each class; completing training as described; and utilizing training aids such as audio/visual
systems.
M. Contractor and all its instructors shall provide immediate feedback to the City via the ASAUA
Homeland Security Regional Training and Exercise Program Manger regarding all customer
requests for new or additional services, or to report complaints.
N. Contractor will be paid for services rendered. Training days are generally eight (8) hours long
(e.g. 8:00 AM — 5:00 PM), including a one (1) hour lunch break. Schedule should include
regular breaks on a 50110 break ratio — for every fifty (50) minutes of instruction, there should
be a ten (10) minute break. Half days are defined as four (4) hours or less of instruction.
O. Training venues may be provided by the City or by hosting agencies based on the needs of
the course. Contractor must be able to secure training sites at any of the jurisdictions within
the ASAUA.
P. All Contractor -developed courses must be approved by California Office of Emergency
Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to
delivery. It is the responsibility of the Contractor to prepare all forms and documentation
necessary to obtain all course approvals at its cost. The ASAUA Homeland Security Regional
Training and Exercise Program Manager will assist Contractor with the submission of the
20A-18
requests for approval. The City shall not be billed for any costs associated with obtaining
these approvals.
Q. The anticipated start date of this agreement is Winter of 2020. Usage under agreements
awarded as a result of this RFQ will begin at this time.
R. Depending on the training or exercise, Contractor's instructors and courses may be required
to be California Peace Officer Standards & Training (POST) certified or California State Fire
Marshal approved. It shall be the responsibility of the Contractor to obtain all POST
certifications and California State Fire Marshal course approvals at its cost. The ASAUA
Homeland Security Regional Training and Exercise Program Manager will assist Contractor
with the submission of the requests for certifications and approval. The City shall not be
billed for any costs associated with obtaining these certifications and approvals.
S. A list of "approved" courses is available from Cal OES at www.caloes.ca.gov and a list of
Federal Emergency Management Agency (FEMA) approved classes is available at
w-ww.fema.gov/training
T. Contractors are responsible for providing all course materials and delivering it to the site(s)
of all training at their cost.
U. Contractor must work with the ASAUA Homeland Security Regional Training and Exercise
Program Manager and requesting agencies to coordinate the training calendar and venue.
V. When required, Contractor must obtain the applicable certifications for developed courses
before training begins. The need for certification will be determined by the ASAUA Training
& Exercise Program Manager. It shall be the responsibility of the Contractor to complete all
forms and documentation necessary to obtain the required certifications at its cost. The
ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the
Proposer with the submission of the requests for certification. The City shall not be billed for
any costs associated with obtaining these certifications.
W. Contractor will be required to obtain Emergency Medical Association (EMA) or Emergency
Management Institute (EMI) certification on developed courses at its cost if the course content
contains materials that require state and/or federal certification. The ASAUA Homeland
Security Regional Training and Exercise Program Manager will assist the Contractor with the
submission of the requests for certification. The City shall not be billed for any costs
associated with obtaining these certifications.
X. Contractor may not charge the City for materials brought to the class that are not utilized.
Y. Proposers may be selected to provide training based on their expertise within a specific
discipline.
• Law Enforcement/Tactical
• Fire/Emergency Medical
• Public Health
20A-19
• Emergency Management
• Cyber Security
Z. Contractors shall ensure that training participants are members of agencies or organizations
located or operating within the ASAUA, or have been approved by the ASAUA Training &
Exercise Program Manager or his designee.
III. DELIVERABLES / REPORTS FOR TRAINING COURSES
A. Course Surveys / Evaluations
Course surveys/evaluations results will be tabulated and scored by Contractor. Summary
of the results will be provided to the ASAUA Training & Exercise Program Manager.
Completed course survey/evaluation forms will be provided to the ASAUA Training &
Exercise Program Manager within 30 days of delivery of the training course.
B. Contractor must provide course flyers for all training courses to be delivered at its cost. The
City will manage distribution of such flyers.
C. Contractor must provide to the ASAUA Training & Exercise Program Manager all rosters
and sign -in sheets upon completion of the training course for all training courses delivered.
Contractor shall maintain a record of all original and electronic copies of all sign -in sheets.
Electronic copies of rosters and sign -in sheets must be submitted along with invoices issued
to City.
D. Contractor shall provide certificates of completion to all students that successfully complete
a training course at the conclusion of the training course and provide copies of the certificates
to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the
training course. Contractor shall maintain a record of all certificates provided students.
IV. QUANTITIES FOR TRAINING COURSES
Quantities listed herein are estimates and are not to be construed as a commitment. No minimum
or maximum is guaranteed or implied.
V. PRICING FOR TRAINING COURSES
A. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of
such lower price shall be extended to the City.
B. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included.
C. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be
used. There are no exceptions.
D. Pricing shall include any and all payment incentives available to the City.
20A-20
E. Proposers are advised that in the evaluation of costs, if applicable, it will be assumed the unit
price quoted is correct in the case of a discrepancy between the unit price and an extension.
F. Federal and State minimum wage laws apply. The City has no requirements for living wages.
The City is not imposing any additional requirements regarding wages.
VI. AWARD FOR TRAINING COURSES
A. City reserves the right to reject any or all responses that materially differ from any terms
contained in this RFQ, from any Exhibits attached hereto, or from any subsequent addenda;
to waive informalities and minor irregularities in responses received; and to provide an
opportunity for Proposers to correct minor and immaterial errors contained in their
submissions. The decision as to what constitutes a minor irregularity shall be made solely at
the discretion of the City.
B. The City reserves the right to award an agreement to a single Proposer or multiple Proposers.
C. The City has the right to decline to award an agreement or any part thereof for any reason.
D. City Council approval to award an Agreement pursuant to this RFQ will be required.
E. Any agreement must be negotiated, finalized, and approved by the recommend Contractor
prior to City Council approval.
F. RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda, and SOQs, may be
incorporated into and made a part of any agreement that may be awarded as a result of this
RFQ.
VII. METHOD OF ORDERING TRAINING COURSES
A. As training is required, subsequent solicitations in the form of requests for firm price
quotations and scope of work will be requested from Contractors with which the City has an
Agreement.
B. Individual order price quotations shall be provided upon request per project and shall include,
but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement
number, requestor name and phone number, ship to location, itemization of services with
complete description and price per item and a summary of total cost for services, shipping,
and tax.
C. Price quotations will be reviewed and Contractor(s) will be selected by the UASI Grant
Office. Purchase Orders (POs) will be issued upon approval of written itemized quotations
received from Contractor(s). The City shall not be obligated to accept the lowest priced
quotation, but will award individual projects in the best interests of the City after all factors
have been evaluated. City reserves the right to negotiate scope of work and pricing prior to
award of any project.
20A-21
D. POs will be transmitted electronically, and shall be the only authorization for the Contractor
to place an order.
E. POs and payments for service will be issued only in the name of the Contractor.
F. Contractor shall adapt to changes to the ordering method or ordering procedures as required
by the City during the term of the agreement.
G. Change orders shall be agreed upon by Contractor and City, and issued as needed in writing
by the City.
VIIL ACCOUNT MANAGER / SUPPORT STAFF FOR TRAINING COURSES
IX.
A. Proposer shall provide a dedicated, competent Account Manager who shall be responsible
for the City's account / agreement. The Account Manager shall receive all orders from the
City and shall be the primary contact for all issues regarding the Proposer's response to this
RFQ and any agreement which may arise pursuant to this RFQ.
B. Proposer shall also provide adequate, competent support staff that shall be able to service the
City during normal working hours (7:00 AM — 5:00 PM), Monday through Friday. Such
representative(s) shall be knowledgeable about the agreement, training offered, and able to
identify and resolve quickly any issues included, but not limited to order and invoicing
problems.
C. Contractor's Account Manager shall be familiar with City requirements and standards and
work with the City to ensure that established standards are adhered to.
D. Contractor's Account Manager shall keep the City and ASAUA Training & Exercise
Program Manager informed of requests from departments.
A. ASAUA requires seminars, workshops, tabletops, drills, functional, and full-scale exercises
in the following specific disciplines:
• Law Enforcement/Tactical
• Fire/Emergency Medical
• Public Health
• Emergency Management
• Cyber Security
B. Contractor shall conduct seminars, workshops, tabletops, drills, functional, and full-scale
exercises at various locations/venues within the ASAUA. All drills, functional and full scale
exercises will require an EHP approval from FEMA/Cal OES prior to delivery. It shall be
the responsibility of the Contractor to complete all forms and documentation necessary to
obtain the required EHP approvals at its cost. Contractor shall ensure that, when required, an
Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA
before delivery of any seminars, workshops, tabletops, drills, functional, and full-scale
20A-22
exercises. The ASAUA Homeland Security Regional Training and Exercise Program
Manager will assist Contractor with the submission of requests for approval.
C. All exercises must be conducted in a manner which adheres to all applicable state and federal
guidelines, including exercise design and development guidelines outlined in the HSEEP.
D. When conducting seminars, workshops, tabletops, drills, functional and fall -scale exercises,
Contractor shall provide all required exercise consumables, printed materials, handouts, and
other materials such as, but not limited to, exercise manuals, special effects, actor moulage,
supplies, signage, etc. at its cost. The City shall not be billed nor will it accept requests for
reimbursements and/or billing.
E. Contractor shall provide and assign high quality personnel such as exercise designers,
directors, controllers, evaluators, and support personnel on a consistent basis to deliver the
specified seminars, workshops, tabletops, drills, functional, and full-scale exercises.
F. Contractor shall provide all multi -media devices necessary for presentations during seminars,
workshops, tabletops, drills, functional, full-scale exercises, and any planning meetings and
conferences.
G. Contractor and its exercise personnel shall provide immediate feedback to the City via the
ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all
customer requests for new or additional services or to report complaints.
H. Seminar, workshop, tabletop, drill, functional and full-scale exercise venues maybe provided
by the City or by hosting agencies based on the needs of the exercise. Contractor must be
able to secure exercise sites at any of the jurisdictions within the ASAUA.
Contractor is responsible for providing exercise materials and delivering it to the site(s) of
all seminars, workshops, tabletops, drills, functional and full-scale exercises at its cost. The
City shall not be billed nor will it accept requests for reimbursements and/or billing.
Contractor may not charge the City for materials brought to the seminars, workshops,
tabletops, drills, functional, and full-scale exercises that are not utilized.
K. Contractor shall ensure that exercise participants are members of agencies or organizations
located or operating within the ASAUA, or have been approved by the ASAUA Training &
Exercise Program Manager or his designee.
X. QUALIFICATIONS — HOMELAND SECURITY EXERCISE EXPERIENCE
The following elements outline the type of experience and expertise proposers should possess
related to the development and delivery of seminars, workshops, tabletops, drills, functional and
full-scale exercises. Proposers will document their experience and expertise in their SOQs.
ASAUA requires seminars, workshops, tabletops, drills, fixnctional and full-scale exercises in the
following specific disciplines:
20A-23
• Law Enforcement/Tactical
• Fire/Emergency Medical
• Public Health
• Emergency Management
• Cyber Security
A. Proposer should be experienced and proficient in the design and delivery of relevant
homeland security related seminars, workshops, tabletops, drills, functional and full-scale
exercises.
B. Proposer should have staff that is experienced and proficient in developing seminars,
workshops, tabletops, and drills, functional and full-scale exercises in accordance with
HSEEP guidelines.
C. Proposer should have staff that is experienced and proficient in conducting seminars,
workshops, tabletops, drills, functional and full-scale exercises in accordance with HSEEP
guidelines.
D. Proposer should have staff that is experienced and proficient in providing training to and
coordinating exercise evaluators, controllers, and Simulation Cell operators.
XI. DELIVERABLES / REPORTS FOR EXERCISES
A. Exercise Documents: Contractor shall provide all documents necessary to conduct seminars,
workshops, tabletops, drills, functional and full-scale exercises in accordance with HSEEP
guidelines. These documents should include, but not be limited to: Exercise Plan,
Controller/Evaluator Plan, Master Scenario Events List (MSEL), Exercise Evaluation
Guides, etc.
B. Contractor must provide rosters, sign -in sheets, and presentation materials for all planning
meetings conducted in support of all seminars, workshops, tabletops, drills, functional and
full-scale exercises and will deliver to the ASAUA Training & Exercise Program Manager
upon completion of the planning activity at its cost.
C. Contractor must complete After Action Reports (AARs) for all seminars, workshops,
tabletops, drills, functional and full-scale exercises. Copies of these AARs must be provided
to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars,
workshops, tabletops, drills, functional, and full-scale exercises.
D. Contractor must complete an Improvement Plan for each seminar, workshop, tabletop, drill,
functional and full-scale exercise delivered. Copies of the Improvement Plan will be
provided to the ASAUA Training & Exercise Coordinator within 60 calendar days of any
seminars, workshops, tabletops, drills, fimctional, and full-scale exercises.
E. Proposer shall upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans
into HSEEP within 60 calendar days of completing any exercise activity.
20A-24
XII. QUANTITIES FOR EXERCISES
Quantities listed herein are estimates and are not to be construed as a commitment. No minimum
or maximum is guaranteed or implied.
XIIL PRICING FOR EXERCISES
A. All price quotes offered during an informal request for quote process will remain firm for
the term of the resulting PO under the Agreement.
B. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of
such lower price shall be extended to the City.
C. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included.
D. Any price increase or decrease for subsequent contract terms may be negotiated between
Proposer and City only after completion of the initial term.
E. Taxes and freight charges:
The City is soliciting a total price per single delivery of each seminar, workshop,
tabletop, drill, functional, and full-scale exercise. The price quoted for each
seminar, workshop, tabletop, drill, functional, and full-scale exercise shall be the
total cost the City will pay including Sales, Use, or other taxes and all other
charges.
2. No charge for delivery, drayage, express, parcel post packing, cartage, insurance,
license fees, permits, costs of bonds, or any other purpose, except taxes legally
payable by City, will be paid by the City unless expressly included and itemized
in the SOQ.
3. Amount paid for transportation of property to the City of Santa Ana is exempt
from Federal Transportation Tax. An exemption certificate is not required where
the shipping papers show the consignee is the City of Santa Ana; as such papers
may be acceptable by the carrier as proof of the exempt character of the
shipment.
4. Articles sold to the City of Santa Ana are exempt from certain Federal excise
taxes. The City will furnish an exemption certificate.
F. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall
be used. There are no exceptions.
G. Price quotes shall include any and all payment incentives available to the City.
H. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit
price quoted is correct in the case of a discrepancy between the unit price and an extension.
20A-25
Federal and State minimum wage laws apply. The City has no requirements for living
wages. The City is not imposing any additional requirements regarding wages.
XIV. AWARD FOR EXERCISES
A. The City reserves the right to reject any or all responses that materially differ from any terms
contained in this RFQ or from any Exhibits attached hereto, to waive informalities and
minor irregularities in responses received, and to provide an opportunity for proposers to
correct minor and immaterial errors contained in their submissions. The decision as to what
constitutes a minor irregularity shall be made solely at the discretion of the City.
B. The City reserves the right to award to a single or multiple proposers.
C. The City has the right to decline to award an agreement or any part thereof for any reason.
D. City Council approval to award an Agreement will be required.
E. Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior
to City Council approval.
F. Final Agreement terms and conditions will be negotiated with the selected Contractors.
G. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's
SOQ, may be incorporated into and made a part of any agreement that may be awarded as
a result of this RFQ.
XV. METHOD OF ORDERING FOR EXERCISES
A. As exercises are required, subsequent solicitations in the form of requests for firm price
quotations and scope of work will be requested from Contractors with which the City has
an Agreement.
B. Contractors who have been qualified will be provided a scope of work for the desired
seminar, workshop, tabletop, drill, functional or full-scale exercise and requested to
provide a written quotation. These quotations will be reviewed and evaluated by the
ASAUA Grant Office. The City shall not be obligated to accept the lowest priced quotation,
but will award individual projects in the best interests of the City after all factors have been
evaluated. City reserves the right to negotiate scope of work and pricing prior to award of
any project.
C. Individual order price quotations shall be provided upon request per project and shall
include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana
agreement number, requestor name and phone number, ship to location, itemization of
services with complete description and price per item and a summary of total cost for
services, shipping, and tax.
D. Purchase Orders (POs) will be issued upon approval of written itemized quotations
received from the Contractor(s).
20A-26
E. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization
for the Contractor o place an order.
F. POs and payments for service will be issued only in the name of the Contractor.
G. Contractor shall adapt to changes to the ordering method or ordering procedures as required
by the City during the term of the agreement.
H. Change orders shall be agreed upon by Contractor and City and issued as needed in writing
by the City.
XVI. ACCOUNT MANAGER / SUPPORT STAFF FOR EXERCISES
A. Proposer shall provide a dedicated competent account manager who shall be responsible
for the City account / agreement. The account manager shall receive all orders from the
City and shall be the primary contact for all issues regarding the Proposer's response to
this RFQ and any agreement which may arise pursuant to this RFQ.
B. Proposer shall also provide adequate, competent support staff that shall be able to service
the City during normal working hours, Monday through Friday. Such representative(s)
shall be knowledgeable about the agreement, training offered, and able to identify and
resolve quickly any issues included, but not limited to order and invoicing problems.
C. Proposer account manager shall be familiar with City requirements and standards and work
with the City to ensure that established standards are adhered to.
Proposer account manager shall keep the City and ASAUA Training & Exercise Program
Manager informed of requests from departments as required.
XVIL INVOICING FOR TRAINING AND/OR EXERCISE COURSES
A. Contractor shall invoice the City, unless otherwise advised, upon satisfactory receipt of
performance of services.
B. City will use best efforts to make payments within forty-five (45) days following receipt and
review of invoice and upon complete satisfactory receipt of performance of services.
C. Invoices should be Emailed to:
Sgt. Roland Andrade
Santa Ana Police Department
Homeland Security Division / M-18
60 Civic Center Plaza
P.O. Box 1981
Santa Ana, CA 92701
Email: RAndrade2 cksanta-ana.ora
D. City shall notify Contractor of any adjustments required to invoices.
20A-27
E. Invoices shall include, at minimum:
• City PO number (if applicable);
• Invoice number;
• Agreement number;
• Remit to address;
• Itemized services;
• Course description
• Pricing as per agreement;
• Instructor name;
• Number of participants;
• Course date(s); and
• Shall be accompanied by acceptable proof of delivery.
F. Contractor shall utilize standardized invoices upon request.
G. Invoices shall only be issued by the Contractor who is awarded an agreement.
H. Payments will be issued to and invoices must be received from the same Contractor whose
name is specified on the POs.
20A-28
COSTS — TRAINING CLASSES AND EXERCISES
TRAINING
Course Title
Description
Total
Course
Cost
(Estimated)
All Hazards - Type 3 Incident
Enhance the ability of first responders to
$18,000
Management Team (0-305)
activate and operate Emergency Operation
Centers (EOCs) to provide support and
coordination of information and resources
during an emergency incident or pre -
planned event. Students will be able to
participate in the processes of a Type 3
IMT at an entry level
E/L - 950 Incident Commander
Provide local and state -level emergency
$12,000
responders with an overview of key duties
and responsibilities of a Type III Incident
Commander in a Type III All -Hazards
Incident Management Team (AHIMT).
E/L - 952 Public Information
Provide local and state -level emergency
$12,000
Officer
responders with an overview of key duties
and responsibilities of a Public Information
Officer Type III in a Type III All -Hazards
Incident Management Team (AHIMT).
E/L - 954 Safety Officer
Provide local and state -level emergency
$12,000
responders with an overview of key duties
and responsibilities of a Safety Officer
Type III in a Type III All -Hazards Incident
Management Team (AHIMT).
E/L - 956 Liaison Officer
Provide local and state -level emergency
$6,800
responders with an overview of key duties
and responsibilities of a Liaison Officer
Type III in a Type III All -Hazards Incident
Management Team (AHIMT).
E/L - 958 Operations Section Chief
Provide local and state -level emergency
$10,000
responders with an overview of key duties and
responsibilities of a Operations Section Chief
Type III in a Type III All -Hazards Incident
Management Team (AHIMT).
20A-29
E/L - 960 Division Group
The course will provide local- and state-
$10,000
Supervisor All Risk
level emergency responders with a robust
understanding of the duties,
responsibilities, and capabilities of an
effective Division/Group Supervisor on an
All -Hazards Incident Management Team
(AHIMT). The course walks participants
through general information, including an
overview of the Operations Section and
information on incident mobilization,
initial situational awareness, and unit
management. It also provides detailed
instruction on responding to the incident
and the command needs of the incident,
and emphasizes the importance of risk
management and safety considerations.
E/L - 962 Planning Section Chief
Provide local and state -level emergency
$12,000
responders with an overview of key duties
and responsibilities of a Planning Section
Chief Type III in a Type III All -Hazards
Incident Management Team AHIMT .
E/L - 964 Situation Unit Leader
Provide local and state -level emergency
$12,000
responders with an overview of key duties
and responsibilities of a Situation Unit
Leader Type III in a Type III All -Hazards
Incident Management Team AHIMT .
E/L - 965 Resources Unit Leader
Provide local and state -level emergency
$12,000
responders with an overview of key duties
and responsibilities of a Resource Unit
Leader Type III in a Type III All -Hazards
Incident Management Team AHIMT .
E/L - 967 Logistics Section Chief
Provide local and state -level emergency
$12,000
responders with an overview of key duties
and responsibilities of a Logistics Section
Chief Type III in a Type III All -Hazards
Incident Management Team AHIMT .
E/L-969 Communications Unit
This course helps participants establish the essential
$10 000
Leader
core competencies required for performing the duties
of the Communications Unit Leader (COML) in an
all -hazards incident. This course addresses all
responsibilities appropriate to a COML operating in a
local -or state -level All -Hazards Incident Management
Team (AHIMT). These responsibilities include the
collection, processing, and dissemination as needed to
facilitate Operations of Command, General Staff, and
Unit Leaders within the confines of a Type 3 AHIMT.
20A-30
E/L - 970 Supply Unit Leader
Provide local and state -level emergency
$12,000
responders with an overview of key duties
and responsibilities of a Supply Unit
Leader Type III in a Type III All -Hazards
Incident Management Team (AHIMT).
E/L-971 Facilities Unit Leader
The course will help participants establish
$12,000
the essential core competencies required
for performing the duties of the Facilities
Unit Leader (FACL) in an all -hazards
incident. The course walks participants
through general information, including an
overview of the Logistics Section and
information on incident mobilization,
initial situational awareness, and unit
management. It also provides detailed
instruction in setting up and maintaining
incident facilities, including facilities
infrastructure, services, layout, and
security.
E/L - 973 Finance Administration
Provide local and state -level emergency
$10,000
Section Chief
responders with an overview of key duties
and responsibilities of a
Finance/Administration Section Chief
Type III in a Type III All -Hazards Incident
Management Team (AHIMT).
E/L-975 Finance/Admin Unit
The Finance/Administration Unit Leader
$10,000
Leader
(FAUL) course will help participants
establish the essential core competencies
required for performing the duties of the
Finance/Administration Unit Leader in an
all -hazards incident. The course is
designed to enable participants to perform
as any of the four FAULs (Time Unit
Leader, Procurement Unit Leader,
Compensation and Claims Unit Leader,
Cost Unit Leader). Participants will learn
information that is applicable across all
four positions, such as Unit setup and
management, information gathering, and
interactions.
E/L - 984 Strike Team Leader
Provide additional training that maybe needed by
$10,000
personnel responsible for managing incidents of
greater complexity than those typically encountered
during routine operations, This training is designed to
provide all -hazards competencies and behaviors for
Command and General Staff and selected Unit Leader
positions within a Type III and/or Type IV Incident
Management Team (IMT) environment.
20A-31
E/L - 986 Air Support Group
Provide local and state -level emergency
$10,000
Supervisor
responders with an overview of key duties
and responsibilities of an Air Support
Group Supervisor (ASGS) in a Type III
All -Hazards Incident Management Team
(AHIMT).
E/L - 987 Introduction to Air
Familiarize local and state -level
$6,800
Operations
emergency responders with the basic
concepts of air operations that might be
encountered in a Type II All -Hazards
incident.
G-191: ICS/EOC Interface
The course will enable the participants to
$3,400
Workshop
develop an effective interface between the
Incident Command and the Emergency
Operations Center (EOC) by applying
Incident Command (ICS) principles.
G-775: EOC Management and
This course will introduce students to the
$6,800
Operations
considerations involved in the
management and operation of an
Emergency Operations Center (EOC).
Community Mass Care and
This course prepares jurisdictions to
$3,400
Emergency Assistance (GI08)
manage Mass Care and Emergency
Assistance fianctions effectively and work
together to plan and provide Mass Care
Emergency Assistance services. This
course also provides jurisdictions with an
understanding of Mass Care and
Emergency Assistance roles and
responsibilities for the Local, OA, Region,
and State levels.
Disaster Mitigation (G393)
This course provides resources for
$10,000
mitigation activities fiandamental to reduce
and eliminate long-term hazard risks.
Participants will understand their roles and
responsibilities to develop and implement
a mitigation strategy to reduce the impact
of disasters. In this course, participants
will learn the tools and techniques for
developing or enhancing an all -hazard
mitigation operations plan.
Disaster Recovery (G270.4)
This course focuses on various programs
$10,000
related to recovery after a disaster. Content
also includes the Recovery Planning
process.
Emergency Planning (G235)
This course focuses on emergency operation
$6,800
plans, the format and process to develop plans
and evaluate the lan's effectiveness.
20A-32
Essentials EOC Action Planning
Similar to the EOC Action Planning course
$3,400
(G626)
but truncated, this courses focuses on the
fundamentals of the EOC Action Planning
process.
Essentials EOC Action Planning
This course is intended to state certify
$3,400
TTT (G626)
instructors so they can offer the CSTI/Cal
OES approved Essentials of Action
Planning Course. Once the instructor is
certified as an Outreach Instructor, he/she
will be able to request state certification
from CSTI/Cal OES for the students
attending the "Outreach" Essentials of
Action Planning Course.
Essential EOC Section/Position
This training module focusses on key
$16,000
Training - All Positions (G611-A)
Emergency Operations Center (EOC) positions
within the Management, Operations, Planning
& Intel, Logistics, and Finance & Admin
Sections based on the state OES EOC
Section/Positioning document.
Essential EOC Section/Position
This training module focuses on key
$3,400
Training - Finance &
Emergency Operations Center (EOC)
Administration (G611-F)
positions within the Finance & Admin
Section based on the state OES EOC
Section/Position credentialing document.
Essential EOC Section/Position
This training module focuses on key
$3,400
Training - Logistics (G611-L)
Emergency Operations Center (EOC)
positions within the Logistics Section
based on the state OES EOC
Section/Position credentialing document.
Essential EOC Section/Position
This training module focuses on key
$3,400
Training - Management (G611-M)
Emergency Operations Center (EOC)
positions within the Management Section
based on the state OES EOC
Section/Position credentialing document.
Essential EOC Section/Position
This training module focuses on key
$3,400
Training - Operations (G611-0)
Emergency Operations Center (EOC)
positions within the Operations Section
based on the state OES EOC Section/
Position credentialing document.
Essential EOC Section/Position
This training module focuses on key
$3,400
Training - Planning & Intelligence
Emergency Operations Center (EOC)
(G611-P)
positions within the Planning and Intel
Section based on the state OES EOC
Section/Position credentialing document.
20A-33
G290/G291 Basic Public
The course is designed for people who
$10,000
Information Officer and joint
work with the media in times of crisis and
Information System/Joint
day-to-day media relations. The program
Information Center
emphasizes the importance of developing a
Public Information Officer (PIO) team,
communications skills, leadership and
working in a Joint Information Center
using Joint Information Systems.
1-300: Intermediate ICS for
Enhance your Incident Command skills, with a special
$10 000
Expanding Incidents
focus on new concepts of the Incident Command
System (ICS). The training and resources provided in
this course will assist personnel who require advanced
application of the ICS. The course will also benefit
any person who has a responsibility to function in a
command post managing an expanding incident. You
will participate in group activities that introduce the
development of the Incident Action Plan (IAP) and
demonstrate the interactions between the Command
and General Staff sections of the ICS.
I-400: Advanced ICS for
Enhance your Incident Command skills,
$6,800
Command and General Staff
with a special focus on new concepts of
the Incident Command System (ICS).The
training and resources provided in this
course will assist personnel who require
advanced application of the ICS. The
course will also benefit any person who
has a responsibility to function in a
command post managing an expanding
incident. This course builds upon
information covered in the ICS-100, ICS-
200, and ICS-300 courses and explains the
roles and responsibilities of local, county,
state and federal agencies involved in
managing an expanding incident. Enhance
your command decision -making skills by
participating in group activities that
introduce the use of an Incident Complex
and Area Command, and the interactions
between Multi -Agency coordination
MAC entities.
ICS/EOC Workshop Interface
This course provides participants with an
$3,400
(G191)
understanding of ICS/EOC interface.
Content includes an overview of ICS and
MACS, and a practical exercise to
discuss, apply, and validate workshop
concepts and ideas for effective ICS and
EOC interface.
20A-34
Rapid Needs Assessment (G557)
This course focuses on plans and
$6,800
procedures for responding to the initial
four hours of a disaster. Content include
pre -event planning, intelligence gathering,
and situational awareness distribution.
SEMS Combined/G775/G191 TTT
This course focuses on EOC Management
$12,000
and Operations. Content includes
Multiagency Coordination, EOC design,
how to staff, activate and deactivate an
EOC.
SEMS Executive Management
This course covers SEMS and NIMS for
$2,000
Course (SEMSX)
management staff
EXERCISES
A) Discussion -Based Exercises - focus on strategic, policy -oriented issues; facilitators and/or
presenters usually lead the discussion, keeping participants on track towards meeting exercise
objectives. (*Note: Estimated costs are example costs only and depict a range that an
exercise may fall within. Actual costs can vary and is dependent on the size, scope, and
variables involved with a particular exercise)
Exercise Type
Description
Range of
Cost
(Estimated)
Seminar
Seminars generally orient participants to,
$8,000
or provide an overview of, authorities,
strategies, plans, policies, procedures,
protocols, resources, concepts, and ideas.
Seminars can be valuable for entities that
are developing or making major changes to
existing plans or procedures.
Workshop
Although similar to seminars, workshops
$12,000
differ in two important aspects: 1.
participant interaction is increased, and 2.
focus is placed on achieving or building a
product. To be effective, workshops should
have clearly defined objectives, products,
or goals, and should focus on a specific
issue.
20A-35
Tabletop
Tabletop Exercises (TTX) are intended to
$8,000
generate discussion of various issues regarding
a hypothetical simulated emergency. They can
be used to enhance general awareness, validate
plans and procedures, rehearse concepts,
and/or assess the types of systems needed to
guide the prevention of, protection from,
mitigation of, response to, and recovery from a
defined incident. The effectiveness of a TTX is
derived from the energetic involvement of
participants and their assessment of
recommended revisions to current policies,
procedures, and plans; therefore facilitation is
critical to keeping participants focused on
exercise objectives.
B) Operation -Based Exercises - used to validate plans, policies, agreements, and procedures;
clarify roles and responsibilities; and identify resource gaps. Exercises are characterized by
actual reaction to an exercise scenario, such as initiating communications or mobilizing
personnel and resources. (*Note: Estimated costs are example costs only and depict a range
that an exercise may fall within. Actual costs can vary and is dependent on the size, scope,
and variables involved with a particular exercise)
Exercise Type
Description
Range of
Cost
(Estimated)
Drill
A drill is a coordinated, supervised activity
$6,000
usually employed to validate a specific
function or capability in a single agency or
organization. Drills are commonly used to
provide training on new equipment,
validate procedures, or practice and
maintain current skills. For every drill,
clearly defined plans, procedures, and
protocols need to be in place. Personnel
need to be familiar with those plans and
trained in the processes and procedures to
be drilled.
Functional
Functional Exercises (FE) are designed to
$35,000
validate and evaluate capabilities, multiple
functions and/or sub -functions, or interdependent
groups of functions. FEs are typically focused on
exercising plans, policies, procedures, and staff
members involved in management, direction,
command, and control functions. An FE is
conducted in a realistic, real-time environment,
however, movement of personnel and equipment
is usually simulated.
20A-36
Full -Scale Full -Scale Exercises (ESE) are typically the most $55,000
complex and resource -intensive type of exercise.
They involve multiple agencies, organizations, and
jurisdictions and validate many facets of
preparedness. FSEs often include many players
operating under cooperative systems such as the
Incident Command System (ICS) or Unified
Command. In an FSE, events are projected through
an exercise scenario with event updates that drive
activity at the operational level. FSEs are usually
conducted in a real-time, stressful environment that
is intended to mirror a real incident Throughout the
duration of the exercise, many activities occur
20A-37
Exhibit 2
AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES
FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS -NEEDED BASIS
THIS AGREEMENT is made and entered into this 1st day of December, 2020, by and between
Elite Command Training ("Contractor"), and the City of Santa Ana, a charter city and municipal
corporation organized and existing under the Constitution and laws of the State of California
("City").
RECITALS
A. On August 10, 2020, the Santa Ana Police Department ("SAPD") issued Request for
Qualifications No. 20-062 ("RFQ"), by which it sought to identify and qualify suitable
vendors capable of delivering a broad choice of homeland security -related training courses
and exercises conducted by professionals in the fields of law, fire, public health, emergency
management and cybersecurity.
B. These courses are in support of the Anaheim/Santa Ana Urban Area ("ASAUA")
Homeland Security Regional Training and Exercise Program and will be funded by a grant
awarded to the City by the United States Department of Homeland Security's Urban Areas
Security Initiative ("UASI") and administered by SAPD. The ASAUA consists of the
incorporated cities in Orange County and the police departments of the University of
California, Irvine, California State University, Fullerton, and community colleges in the
County of Orange.
C. Through SAPD, the training and exercise programs will be made available to agencies in
the ASAUA on an as -needed basis to enhance domestic preparedness for acts of terrorism.
D. Contractor submitted a responsive proposal that was among those selected by the City.
E. In undertaking the performance of this Agreement, Contractor represents that it is
knowledgeable in its field and that any services performed by Contractor under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
On an as -needed basis, and at the sole discretion of City, Contractor shall conduct the
training and/or exercise programs described in the scope of services provided in the RFQ and
attached hereto as Exhibit A. Contractor's proposal is incorporated by reference as though fully
set forth herein. In the performance of all services, Contractor shall comply and provide the
required training/classes and exercises attached hereto as Exhibit B.
20A-38 Page 1 of 12
2. CHANGE ORDERS/AMENDMENTS
a. To maintain flexibility that allows first responders to address emerging and
unforeseeable threats, the ASAUA Homeland Security Regional Training and Exercise
Program will utilize a Change Order provision to request other training and exercise
courses at the City's request. Change Orders will be used to approve training and/or
exercises and can modify the existing scope of work for specialty and other ad -hoc
training and exercises on an as needed basis. Change Orders will be drafted by the
UASI Grant Coordinator, reviewed and approved by the Contractor, then forwarded to
the Chief of Police and the City Manager for the City of Santa Ana or their designees
for approval.
b. Any change order that contains any terms contrary to services provided within this
Agreement shall be void, unless City and Consultant have expressly agreed in a writing,
requiring approval by the City Manager and the City Attorney's office. Consultant
agrees and understands that substantive changes to the terms of the Agreement are
subject to approval by the City Council.
3. COMPENSATION
a. City neither warrants nor guarantees any minimum or maximum compensation to
Contractor under this Agreement. Contractor shall be paid only for actual services
performed under this Agreement at the rates and charges identified in Exhibit B.
Any compensation payable to Contractor shall be paid from a portion of the above -
referenced UASI grant awarded to the City in the amount of $3,147,600, which
shall serve as the total amount payable for all training and exercise programs
supplied under RFQ No. 20-062.
b. Payment by City shall be made within forty-five (45) days following receipt of
proper invoice evidencing work performed, subject to City accounting procedures.
Payment need not be made for work that fails to meet the standards of performance
set forth in the Recitals which may reasonably be expected by City.
4. TERM
This Agreement shall commence on the date stated above and continue through November
30, 2023, unless terminated earlier in accordance with Section 18, below. The term of this
Agreement may be extended for up to two (2) one (1) year period upon a writing executed by the
City Manager and the City Attorney and subject to funding.
5. INDEPENDENT CONTRACTOR
Contractor shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor shall
it be construed to create an employer -employee relationship, a joint venture relationship, or to
allow the City to exercise discretion or control over the professional manner in which Contractor
20A-39 Page 2 of 12
performs the services which are the subject matter of this Agreement; however, the services to be
provided by Contractor shall be provided in a manner consistent with all applicable standards and
regulations governing such services. Contractor shall pay all salaries and wages, employer's social
security taxes, unemployment insurance and similar taxes relating to employees and shall be
responsible for all applicable withholding taxes.
6. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property
embodied in plans, specifications, studies, drawings, estimates, and other documents or works of
authorship fixed in any tangible medium of expression, including but not limited to, physical
drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or
caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor
shall require all subcontractors to agree in writing that City is granted a non-exclusive and
perpetual license for any Documents & Data the subcontractor prepares under this Agreement.
Contractor represents and warrants that Contractor has the legal right to license any and all
Documents & Data. Contractor makes no such representation and warranty in regard to
Documents & Data which were provided to Contractor by the City. City shall not be limited in
any way in its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
7. INSURANCE
Prior to undertaking performance of work under this Agreement, Contractor shall maintain
and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance. Contractor shall maintain commercial
general liability insurance naming the City, its officers, employees, agents,
volunteers and representatives as additional insured(s) and shall include, but not be
limited to protection against claims arising from bodily and personal injury,
including death resulting therefrom and damage to property, resulting from any act
or occurrence arising out of Contractor's operations in the performance of this
Agreement, including, without limitation, acts involving vehicles. The amounts of
insurance shall be not less than the following: single limit coverage applying to
bodily and personal injury, including death resulting therefrom, and property
damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the
aggregate. Such insurance shall (a) name the City, its officers, employees, agents,
volunteers and representatives as additional insured(s); (b) be primary and not
contributory with respect to insurance or self-insurance programs maintained by
the City; and (c) contain standard separation of insureds provisions.
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include
coverage for owned, hired and non -owned automobiles.
2OA-40 Page 3 of 12
C. Worker's Compensation Insurance. hi accordance with the California Labor Code,
Contractor, if Contractor has any employees, is required to be insured against
liability for worker's compensation or to undertake self-insurance. Prior to
commencing the performance of the work under this Agreement, Contractor agrees
to obtain and maintain any employer's liability insurance with limits not less than
$1,000,000 per accident.
d. If Contractor is or employs a licensed professional such as an architect or engineer:
Professional liability (errors and omissions) insurance, with a combined single limit
of not less than $1,000,000 per claim with $2,000,000 in the aggregate.
e. The following requirements apply to the insurance to be provided by Contractor
pursuant to this section:
(i) Contractor shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved by the City.
(iii) Certificates and policies shall state that the policies shall not be canceled or
reduced in coverage or changed in any other material aspect without thirty
(30) days prior written notice to the City.
(iv) Contractor shall supply City with a fully executed additional insured
endorsement.
f. If Contractor fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has
been procured and is in force and paid for, the City shall have the right, at the City's
election, to terminate this Agreement. Such termination shall not affect
Contractor's right to be paid for its time and materials expended prior to notification
of termination. Contractor waives the right to receive compensation and agrees to
indemnify the City for any work performed prior to approval of insurance by the
City.
8. INDEMNIFICATION
Contractor agrees to and shall indemnify, defend, and hold harmless the City, its officers,
agents, employees, consultants, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including death, and claims for property damage, which may arise from the
negligence or willful misconduct of the Contractor or its, subcontractors, agents, employees, or
other persons acting on their behalf which relates to the services described in section I of this
Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution,
judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement.
20A-41 Page 4 of 12
This indemnity and hold harmless agreement applies to all claims for damages, just compensation,
restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the
events referred to in this Section or by reason of the terms of, or effects, arising from this
Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the
defense of the City, including fees and costs for special counsel to be selected by the City,
regarding any action by a third party challenging the validity of this Agreement, or asserting that
personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal
or property rights arises by reason of the terms of, or effects arising from this Agreement. City
may make all reasonable decisions with respect to its representation in any legal
proceeding. Contractor's indemnification obligations in this section shall survive expiration of
this Agreement.
9. INTELLECTUAL PROPERTY INDEMNIFICATION
Contractor shall defend, indemnify, and hold harmless City, its officers, agents,
representatives, and employees against any and all liability or losses, including costs and attorney's
fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or
contained in the work product or documents provided or used by Contractor under this Agreement.
10. CONFORMITY WITH LAW AND SAFETY
In performing any 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 provisions of the California Occupational Safety and Health Act. Contractor shall
indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and
consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and
regulations.
11. RECORDS
Contractor shall keep records and invoices in connection with the work to be performed
under this Agreement. Contractor shall maintain complete and accurate records with respect to
the costs incurred under this Agreement and any services, expenditures, and disbursements
charged to the City for a minimum period of three (3) years, or for any longer period required by
law, from the date of final payment to Contractor under this Agreement. All such records and
invoices shall be clearly identifiable. Contractor shall allow a representative of the City to
examine, audit, and make transcripts or copies of such records and any other documents created
pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all
work, data, documents, proceedings, and activities related to this Agreement for a period of three
(3) years from the date of final payment to Contractor under this Agreement.
12. CONFIDENTIALITY
If Contractor receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Contractor agrees that
20A-42 Page 5 of 12
it shall not use or disclose such information except in the performance of this Agreement, and
further agrees to exercise the same degree of care it uses to protect its own information of like
importance, but in no event less than reasonable care. "Confidential Information" shall include all
nonpublic information. Confidential information includes not only written information, but also
information transferred orally, visually, electronically, or by other means. Confidential
information disclosed to either party by any subsidiary and/or agent of the other party is covered
by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any
information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the
Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor
an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is
independently developed by the Contractor without reference to information disclosed by the City.
13. CONFLICT OF INTEREST CLAUSE
a. Contractor covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with the performance of services
specified under this Agreement.
b. The parties understand that outside parties, subject to receipt of financial benefit from
UASI funding, as noted in Recital Section B and the RFQ, are often utilized by the
ASA UASI as subject matter expert reviewing training and exercise proposals. To
avoid potential conflict of interest of engaging sub -contractors, subject to receipt of
financial benefit from UASI funding, shall not be engaged by the Contractor as a sub-
contractor to provide the services provided in this Agreement, or any change order or
amendment thereto.
14. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement
shall be in writing and shall be deemed to be properly given if delivered in person or mailed by
first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in
the manner provided in this Section, to the following persons:
To City: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax 714- 647-6956
With courtesy copies to:
Roland Andrade, Sergeant
UASI Grant Coordinator
Homeland Security Division
Santa Ana Police Department
20A-43 Page 6 of 12
To Contractor:
60 Civic Center Plaza
Santa Ana, CA 92701
Sandra Bryant, CEO
Elite Command Training
26741 Portola Parkway, Ste. lE #833
Foothill Ranch, CA. 92610
(626)290-6007
elite@elitecommandtraining.com
A party may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by fax, communication shall be effective or deemed to have
been given twenty-four (24) hours after the time set forth on the transmission report issued by the
transmitting facsimile machine, addressed as set forth above. For purposes of calculating these
time frames, weekends, federal, state, County or City holidays shall be excluded.
15. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Contractor regarding the subject matter therein, and supersedes any and all other agreements, oral
or written, between the parties. In the event of a conflict between the terms of this Agreement and
any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be
modified except by written instrument signed by the City and by an authorized representative of
Contractor. The parties agree that any terms or conditions of any purchase order or other
instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not
bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, orally or otherwise, have been made by any
party, or anyone acting on behalf of any party, which are not embodied herein.
16. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
be construed to limit the City's ability to have any of the services which are the subject to this
Agreement performed by City personnel or by other consultants retained by City.
20A-44 Page 7 of 12
17. 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.
18. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor
compensation for all services performed by Contractor prior to receipt of such notice of
termination, subject to the following conditions:
a. As a condition of such payment, City may require Contractor to deliver to the City
all work product completed as of such date, and in such case such work product
shall be the property of the City unless prohibited by law, and Contractor consents
to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work that fails to meet the standard of performance
specified in the Recitals of this Agreement.
19. NONDISCRIMINATION
Contractor shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
information, or military and veteran status, age, national origin, ancestry, or disability, as defined
and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
promotion, termination or other employment related activities or any services provided under this
Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all
applicable federal, state and local laws and regulations.
20. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
determined and governed by the laws of the State of California. Both parties further agree that
Orange County, California, shall be the venue for any action or proceeding that may be brought or
arise out of, in connection with or by reason of this Agreement.
21. PROFESSIONAL LICENSES
Contractor shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
and required by the laws and regulations of the United States, the State of California, the City of
20A-45 Page 8 of 12
Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and
in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
exemptions. Said inability shall be cause for termination of this Agreement.
22. CERTIFICATIONS
a. Debarment and Suspension. Contractor will comply, and all its subcontractors will
comply, with applicable federal suspension and debarment regulations including, but not limited
to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and
codified in 2 CFR Part 200.
b. Section 504 of the Rehabilitation Act of 1973. All recipients of federal funds must
comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds
recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise
qualified disabled person shall, solely by reason of disability be excluded from the participation
in, be denied the benefits of or be subject to discrimination, including discrimination in
employment, in any program or activity that receives or benefits from federal financial assistance.
Contractor agrees it will ensure that requirements of The Act shall be included in any agreements
with and be binding on all of its subcontractors, assignees, or successors.
C. Americans with Disabilities Act of 1990 (ADA). Contractor must comply with all
requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable.
d. Lobbying and Political Activity. None of the funds, materials, property, or services
provided directly or indirectly under this Agreement shall be used for any partisan political
activity, or to further the election or defeat of any candidate for public office, or otherwise in
violation of the provisions of the "Hatch Act".
e. Contractor will comply, and all its subcontractors will comply, with all applicable
lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et
seq., and agrees that none of the funds provided under this award may be expended by the
Contractor to pay any person to influence, or attempt to influence an officer or employee of any
agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member
of Congress in connection with any federal action concerning the award or renewal of any federal
contract, grant, loan, or cooperative agreement.
f. Contractor will comply, and all its subcontractors will comply, with all
requirements of the Byrd Anti -Lobbying Amendment (31 U.S.C. 1352), as applicable.
g. Non -Discrimination and Equal Opportunity. Contractor will comply, and all its
subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section
504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with
Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age
Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as
amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and
Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of
20A-46 Page 9 of 12
1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice
Non -Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of
Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or
State court, Federal or State administrative agency, or the Contractor makes a finding of
discrimination after a due process hearing on the grounds of race, color, religion, national origin,
sex, or disability against Contractor, Contractor will forward a copy of the findings to City, which
will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S.
Department of Justice.
h. Contractor will comply, and all its subcontractors will comply, with all requirements
of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment -Opportunity,"
as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department
of Labor regulations (41 CFR chapter 60), as applicable.
i. Contractor will comply, and all its subcontractors will comply, with all
requirements of the California Public Contract Code Section 10295.3, as applicable.
j. Contractor will comply, and all its subcontractors will comply, with all
requirements of the Copeland "Anti -Kickback" Act (18 U.S.C. 874) as supplemented in
Department of Labor regulations (29 CFR Part 3), as applicable.
k. Contractor will comply, and all its subcontractors will comply, with all
requirements of the Davis -Bacon Act (40 U. S.C. 276a to 276a-7) as supplemented by Department
of Labor regulations (29 CFR Part 5), as applicable.
1. Contractor will comply, and all its subcontractors will comply, with all
requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C.
327-330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable.
in. Contractor will comply, and all its subcontractors will comply, with all applicable
standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C.
1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the
Environmental Protection Agency regulations (40 CFR part 15), as applicable.
n. Contractor will comply, and all its subcontractors will comply, with all
requirements of the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871), (53 FR
8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable.
o. Contractor will comply, and all its subcontractors will comply, with all
requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act, as applicable.
p. Contractor agrees that the Department of Homeland Security shall have the
authority to seek patent rights for any process, product, invention or discovery developed and paid
for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable.
20A-47 Page 10 of 12
q Contractor may copyright any books, publications or other copyrightable materials
developed in the course of or under this Agreement. However, the federal awarding agency, State
Administrative Agency (SAA), and City reserve a royalty -free, non-exclusive, and irrevocable
license to reproduce, publish or otherwise use, and to authorize others to use, for federal
government, SAA and/or City purpose:
(1) the copyright in any work developed through this Agreement; and
(2) any rights of copyright to which the Contractor purchases ownership with support
through this grant. The Federal government's, SAA's and City's rights identified above must be
conveyed to the publisher and the language of the publisher's release form must ensure the
preservation of these rights.
23. AUSCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the
power, authority and right to bind their respective parties to each of the terms of
this Agreement, and shall indemnify City fully, including reasonable costs and
attorney's fees, for any injuries or damages to City in the event that such authority
or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
[signature page to follow]
20A-48 Page 11 of 12
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year fast
above written.
ATTEST:
Daisy Gomez
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By: lftk�
Tamara Bogosian
Senior Assistant City Attorney
FOR APPROVAL:
David Valentin
Chief of Police
CITY OF SANTA ANA
Kristine Ridge
City Manager
CONTRACTOR:
By: Sandra Bryant
Title: CEO
Page 12 of 12
20A-49
I.
1*4111HI
SCOPE OF SERVICES
The specific requirements of this RFQ have been listed in two sections to allow proposers to
respond to either, the training courses component, the exercise component, or both. There is no
requirement the Proposer must respond to both components of the RFQ.
IL TRAINING COURSES
A. ASAUA currently requires training courses in the following specific disciplines:
• Law Enforcement/Tactical
• Fire/Emergency Medical
• Public Health
• Emergency Management
• Cyber Security
B. Contractor shall conduct training courses, which it has been successfully prequalified for, at
various locations/venues within the ASAUA.
C. Contractor shall prepare course flyers, register attendees, record attendance by signed roster,
provide certificates of completions, and verify course completion by the participants.
D. Contractor shall prepare and present specified training courses. Course material shall be
available at the time the training is provided for each of the training courses the proposer has
outlined in their SOQ.
E. All training courses presented must meet state and federal guidelines and be approved by Cal
OES and DHS for reimbursement under the Homeland Security Grant Program prior to
delivery. Refer to the Cal OES website at: http://www.caloes.ca.gov/cal-oes-
divisions/california-specialized-training-institute and the DHS website at:
https://www.fema.gov/training for further information regarding state and federal
guidelinesfor Department of Homeland Security grants. If any portion of the training course
occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval
must be obtained from FEMA/Cal OES prior to delivery of the course. The EHP approval is
location specific and if an EHP approval is required, one must be obtained for each location
where the course is delivered. It shall be the responsibility of the Proposer to complete all of
the forms and documentation necessary to obtain the required approvals. Contractor shall
ensure that, when required, an Environmental Historic Preservation (EHP) approval has been
issued to the ASAUA before delivery of the training course. The ASAUA Homeland Security
Regional Training and Exercise Program Manager will assist the Proposer with the
submission of the requests for approval. The City shall not be billed for any costs associated
with obtaining these approvals.
20A-50
F. Contractor shall offer course content that satisfies the five preparedness priorities identified
in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for
reference.
G. Contractor shall provide all required training material, handouts, course syllabus and/or
written curriculum.
H. Contractor shall collect written survey comments/course evaluations from participants at the
conclusion of every course offered. Survey/course evaluations will be conducted in a manner
specified by the City. A standardized course survey form will be provided to the successful
proposers. A record of responses shall be maintained throughout the term of the agreement
by Contractor, and organized by training course, date, instructor, etc. Frequently mentioned
comments shall be reported to City Project Manager. Electronic reporting shall be made
available to the City upon request.
I. City reserves the right to cancel training courses with fourteen (14) calendar days' notice of
delivery date. City shall not be charged for the class, travel costs, or training materials by
Contractor if cancellation occurs within this period.
J. City reserves the right to cancel training courses for student minimums not being met.
K. Contractor shall provide and assign high quality instructors on a consistent basis to deliver
the specified courses.
L. All instructors shall use the methods suggested by the training protocols established, such as
maintaining and updating each training syllabus; introducing and following objectives for
each class; completing training as described; and utilizing training aids such as audio/visual
systems.
M. Contractor and all its instructors shall provide immediate feedback to the City via the ASAUA
Homeland Security Regional Training and Exercise Program Manger regarding all customer
requests for new or additional services, or to report complaints.
N. Contractor will be paid for services rendered. Training days are generally eight (8) hours long
(e.g. 8:00 AM — 5:00 PM), including a one (1) hour lunch break. Schedule should include
regular breaks on a 50110 break ratio — for every fifty (50) minutes of instruction, there should
be a ten (10) minute break. Half days are defined as four (4) hours or less of instruction.
O. Training venues may be provided by the City or by hosting agencies based on the needs of
the course. Contractor must be able to secure training sites at any of the jurisdictions within
the ASAUA.
P. All Contractor -developed courses must be approved by California Office of Emergency
Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to
delivery. It is the responsibility of the Contractor to prepare all forms and documentation
necessary to obtain all course approvals at its cost. The ASAUA Homeland Security Regional
Training and Exercise Program Manager will assist Contractor with the submission of the
20A-51
Bequests for approval. The City shall not be billed for any costs associated with obtaining
these approvals.
Q. The anticipated start date of this agreement is Winter of 2020. Usage under agreements
awarded as a result of this RFQ will begin at this time.
R. Depending on the training or exercise, Contractor's instructors and courses may be required
to be California Peace Officer Standards & Training (POST) certified or California State Fire
Marshal approved. It shall be the responsibility of the Contractor to obtain all POST
certifications and California State Fire Marshal course approvals at its cost. The ASAUA
Homeland Security Regional Training and Exercise Program Manager will assist Contractor
with the submission of the requests for certifications and approval. The City shall not be
billed for any costs associated with obtaining these certifications and approvals.
S. A list of "approved" courses is available from Cal OES at www.caloes.ca.gov and a list of
Federal Emergency Management Agency (FEMA) approved classes is available at
w-ww.fema.gov/training
T. Contractors are responsible for providing all course materials and delivering it to the site(s)
of all training at their cost.
U. Contractor must work with the ASAUA Homeland Security Regional Training and Exercise
Program Manager and requesting agencies to coordinate the training calendar and venue.
V. When required, Contractor must obtain the applicable certifications for developed courses
before training begins. The need for certification will be determined by the ASAUA Training
& Exercise Program Manager. It shall be the responsibility of the Contractor to complete all
forms and documentation necessary to obtain the required certifications at its cost. The
ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the
Proposer with the submission of the requests for certification. The City shall not be billed for
any costs associated with obtaining these certifications.
W. Contractor will be required to obtain Emergency Medical Association (EMA) or Emergency
Management Institute (EMI) certification on developed courses at its cost if the course content
contains materials that require state and/or federal certification. The ASAUA Homeland
Security Regional Training and Exercise Program Manager will assist the Contractor with the
submission of the requests for certification. The City shall not be billed for any costs
associated with obtaining these certifications.
X. Contractor may not charge the City for materials brought to the class that are not utilized.
Y. Proposers may be selected to provide training based on their expertise within a specific
discipline.
• Law Enforcement/Tactical
• Fire/Emergency Medical
• Public Health
20A-52
• Emergency Management
• Cyber Security
Z. Contractors shall ensure that training participants are members of agencies or organizations
located or operating within the ASAUA, or have been approved by the ASAUA Training &
Exercise Program Manager or his designee.
III. DELIVERABLES / REPORTS FOR TRAINING COURSES
A. Course Surveys / Evaluations
Course surveys/evaluations results will be tabulated and scored by Contractor. Summary
of the results will be provided to the ASAUA Training & Exercise Program Manager.
Completed course survey/evaluation forms will be provided to the ASAUA Training &
Exercise Program Manager within 30 days of delivery of the training course.
B. Contractor must provide course flyers for all training courses to be delivered at its cost. The
City will manage distribution of such flyers.
C. Contractor must provide to the ASAUA Training & Exercise Program Manager all rosters
and sign -in sheets upon completion of the training course for all training courses delivered.
Contractor shall maintain a record of all original and electronic copies of all sign -in sheets.
Electronic copies of rosters and sign -in sheets must be submitted along with invoices issued
to City.
D. Contractor shall provide certificates of completion to all students that successfully complete
a training course at the conclusion of the training course and provide copies of the certificates
to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the
training course. Contractor shall maintain a record of all certificates provided students.
IV. QUANTITIES FOR TRAINING COURSES
Quantities listed herein are estimates and are not to be construed as a commitment. No minimum
or maximum is guaranteed or implied.
V. PRICING FOR TRAINING COURSES
A. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of
such lower price shall be extended to the City.
B. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included.
C. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be
used. There are no exceptions.
D. Pricing shall include any and all payment incentives available to the City.
20A-53
E. Proposers are advised that in the evaluation of costs, if applicable, it will be assumed the unit
price quoted is correct in the case of a discrepancy between the unit price and an extension.
F. Federal and State minimum wage laws apply. The City has no requirements for living wages.
The City is not imposing any additional requirements regarding wages.
VI. AWARD FOR TRAINING COURSES
A. City reserves the right to reject any or all responses that materially differ from any terms
contained in this RFQ, from any Exhibits attached hereto, or from any subsequent addenda;
to waive informalities and minor irregularities in responses received; and to provide an
opportunity for Proposers to correct minor and immaterial errors contained in their
submissions. The decision as to what constitutes a minor irregularity shall be made solely at
the discretion of the City.
B. The City reserves the right to award an agreement to a single Proposer or multiple Proposers.
C. The City has the right to decline to award an agreement or any part thereof for any reason.
D. City Council approval to award an Agreement pursuant to this RFQ will be required.
E. Any agreement must be negotiated, finalized, and approved by the recommend Contractor
prior to City Council approval.
F. RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda, and SOQs, may be
incorporated into and made a part of any agreement that may be awarded as a result of this
RFQ.
VII. METHOD OF ORDERING TRAINING COURSES
A. As training is required, subsequent solicitations in the form of requests for firm price
quotations and scope of work will be requested from Contractors with which the City has an
Agreement.
B. Individual order price quotations shall be provided upon request per project and shall include,
but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement
number, requestor name and phone number, ship to location, itemization of services with
complete description and price per item and a summary of total cost for services, shipping,
and tax.
C. Price quotations will be reviewed and Contractor(s) will be selected by the UASI Grant
Office. Purchase Orders (POs) will be issued upon approval of written itemized quotations
received from Contractor(s). The City shall not be obligated to accept the lowest priced
quotation, but will award individual projects in the best interests of the City after all factors
have been evaluated. City reserves the right to negotiate scope of work and pricing prior to
award of any project.
20A-54
D. POs will be transmitted electronically, and shall be the only authorization for the Contractor
to place an order.
E. POs and payments for service will be issued only in the name of the Contractor.
F. Contractor shall adapt to changes to the ordering method or ordering procedures as required
by the City during the term of the agreement.
G. Change orders shall be agreed upon by Contractor and City, and issued as needed in writing
by the City.
VIIL ACCOUNT MANAGER / SUPPORT STAFF FOR TRAINING COURSES
IX.
A. Proposer shall provide a dedicated, competent Account Manager who shall be responsible
for the City's account / agreement. The Account Manager shall receive all orders from the
City and shall be the primary contact for all issues regarding the Proposer's response to this
RFQ and any agreement which may arise pursuant to this RFQ.
B. Proposer shall also provide adequate, competent support staff that shall be able to service the
City during normal working hours (7:00 AM — 5:00 PM), Monday through Friday. Such
representative(s) shall be knowledgeable about the agreement, training offered, and able to
identify and resolve quickly any issues included, but not limited to order and invoicing
problems.
C. Contractor's Account Manager shall be familiar with City requirements and standards and
work with the City to ensure that established standards are adhered to.
D. Contractor's Account Manager shall keep the City and ASAUA Training & Exercise
Program Manager informed of requests from departments.
A. ASAUA requires seminars, workshops, tabletops, drills, functional, and full-scale exercises
in the following specific disciplines:
• Law Enforcement/Tactical
• Fire/Emergency Medical
• Public Health
• Emergency Management
• Cyber Security
B. Contractor shall conduct seminars, workshops, tabletops, drills, functional, and full-scale
exercises at various locations/venues within the ASAUA. All drills, functional and full scale
exercises will require an EHP approval from FEMA/Cal OES prior to delivery. It shall be
the responsibility of the Contractor to complete all forms and documentation necessary to
obtain the required EHP approvals at its cost. Contractor shall ensure that, when required, an
Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA
before delivery of any seminars, workshops, tabletops, drills, functional, and full-scale
20A-55
exercises. The ASAUA Homeland Security Regional Training and Exercise Program
Manager will assist Contractor with the submission of requests for approval.
C. All exercises must be conducted in a manner which adheres to all applicable state and federal
guidelines, including exercise design and development guidelines outlined in the HSEEP.
D. When conducting seminars, workshops, tabletops, drills, functional and fall -scale exercises,
Contractor shall provide all required exercise consumables, printed materials, handouts, and
other materials such as, but not limited to, exercise manuals, special effects, actor moulage,
supplies, signage, etc. at its cost. The City shall not be billed nor will it accept requests for
reimbursements and/or billing.
E. Contractor shall provide and assign high quality personnel such as exercise designers,
directors, controllers, evaluators, and support personnel on a consistent basis to deliver the
specified seminars, workshops, tabletops, drills, functional, and full-scale exercises.
F. Contractor shall provide all multi -media devices necessary for presentations during seminars,
workshops, tabletops, drills, functional, full-scale exercises, and any planning meetings and
conferences.
G. Contractor and its exercise personnel shall provide immediate feedback to the City via the
ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all
customer requests for new or additional services or to report complaints.
H. Seminar, workshop, tabletop, drill, functional and full-scale exercise venues maybe provided
by the City or by hosting agencies based on the needs of the exercise. Contractor must be
able to secure exercise sites at any of the jurisdictions within the ASAUA.
Contractor is responsible for providing exercise materials and delivering it to the site(s) of
all seminars, workshops, tabletops, drills, functional and full-scale exercises at its cost. The
City shall not be billed nor will it accept requests for reimbursements and/or billing.
Contractor may not charge the City for materials brought to the seminars, workshops,
tabletops, drills, functional, and full-scale exercises that are not utilized.
K. Contractor shall ensure that exercise participants are members of agencies or organizations
located or operating within the ASAUA, or have been approved by the ASAUA Training &
Exercise Program Manager or his designee.
X. QUALIFICATIONS — HOMELAND SECURITY EXERCISE EXPERIENCE
The following elements outline the type of experience and expertise proposers should possess
related to the development and delivery of seminars, workshops, tabletops, drills, functional and
full-scale exercises. Proposers will document their experience and expertise in their SOQs.
ASAUA requires seminars, workshops, tabletops, drills, fixnctional and full-scale exercises in the
following specific disciplines:
20A-56
• Law Enforcement/Tactical
• Fire/Emergency Medical
• Public Health
• Emergency Management
• Cyber Security
A. Proposer should be experienced and proficient in the design and delivery of relevant
homeland security related seminars, workshops, tabletops, drills, functional and full-scale
exercises.
B. Proposer should have staff that is experienced and proficient in developing seminars,
workshops, tabletops, and drills, functional and full-scale exercises in accordance with
HSEEP guidelines.
C. Proposer should have staff that is experienced and proficient in conducting seminars,
workshops, tabletops, drills, functional and full-scale exercises in accordance with HSEEP
guidelines.
D. Proposer should have staff that is experienced and proficient in providing training to and
coordinating exercise evaluators, controllers, and Simulation Cell operators.
XI. DELIVERABLES / REPORTS FOR EXERCISES
A. Exercise Documents: Contractor shall provide all documents necessary to conduct seminars,
workshops, tabletops, drills, functional and full-scale exercises in accordance with HSEEP
guidelines. These documents should include, but not be limited to: Exercise Plan,
Controller/Evaluator Plan, Master Scenario Events List (MSEL), Exercise Evaluation
Guides, etc.
B. Contractor must provide rosters, sign -in sheets, and presentation materials for all planning
meetings conducted in support of all seminars, workshops, tabletops, drills, functional and
full-scale exercises and will deliver to the ASAUA Training & Exercise Program Manager
upon completion of the planning activity at its cost.
C. Contractor must complete After Action Reports (AARs) for all seminars, workshops,
tabletops, drills, functional and full-scale exercises. Copies of these AARs must be provided
to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars,
workshops, tabletops, drills, functional, and full-scale exercises.
D. Contractor must complete an Improvement Plan for each seminar, workshop, tabletop, drill,
functional and full-scale exercise delivered. Copies of the Improvement Plan will be
provided to the ASAUA Training & Exercise Coordinator within 60 calendar days of any
seminars, workshops, tabletops, drills, fimctional, and full-scale exercises.
E. Proposer shall upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans
into HSEEP within 60 calendar days of completing any exercise activity.
20A-57
XII. QUANTITIES FOR EXERCISES
Quantities listed herein are estimates and are not to be construed as a commitment. No minimum
or maximum is guaranteed or implied.
XIIL PRICING FOR EXERCISES
A. All price quotes offered during an informal request for quote process will remain firm for
the term of the resulting PO under the Agreement.
B. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of
such lower price shall be extended to the City.
C. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included.
D. Any price increase or decrease for subsequent contract terms may be negotiated between
Proposer and City only after completion of the initial term.
E. Taxes and freight charges:
The City is soliciting a total price per single delivery of each seminar, workshop,
tabletop, drill, functional, and full-scale exercise. The price quoted for each
seminar, workshop, tabletop, drill, functional, and full-scale exercise shall be the
total cost the City will pay including Sales, Use, or other taxes and all other
charges.
2. No charge for delivery, drayage, express, parcel post packing, cartage, insurance,
license fees, permits, costs of bonds, or any other purpose, except taxes legally
payable by City, will be paid by the City unless expressly included and itemized
in the SOQ.
3. Amount paid for transportation of property to the City of Santa Ana is exempt
from Federal Transportation Tax. An exemption certificate is not required where
the shipping papers show the consignee is the City of Santa Ana; as such papers
may be acceptable by the carrier as proof of the exempt character of the
shipment.
4. Articles sold to the City of Santa Ana are exempt from certain Federal excise
taxes. The City will furnish an exemption certificate.
F. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall
be used. There are no exceptions.
G. Price quotes shall include any and all payment incentives available to the City.
H. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit
price quoted is correct in the case of a discrepancy between the unit price and an extension.
20A-58
Federal and State minimum wage laws apply. The City has no requirements for living
wages. The City is not imposing any additional requirements regarding wages.
XIV. AWARD FOR EXERCISES
A. The City reserves the right to reject any or all responses that materially differ from any terms
contained in this RFQ or from any Exhibits attached hereto, to waive informalities and
minor irregularities in responses received, and to provide an opportunity for proposers to
correct minor and immaterial errors contained in their submissions. The decision as to what
constitutes a minor irregularity shall be made solely at the discretion of the City.
B. The City reserves the right to award to a single or multiple proposers.
C. The City has the right to decline to award an agreement or any part thereof for any reason.
D. City Council approval to award an Agreement will be required.
E. Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior
to City Council approval.
F. Final Agreement terms and conditions will be negotiated with the selected Contractors.
G. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's
SOQ, may be incorporated into and made a part of any agreement that may be awarded as
a result of this RFQ.
XV. METHOD OF ORDERING FOR EXERCISES
A. As exercises are required, subsequent solicitations in the form of requests for firm price
quotations and scope of work will be requested from Contractors with which the City has
an Agreement.
B. Contractors who have been qualified will be provided a scope of work for the desired
seminar, workshop, tabletop, drill, functional or full-scale exercise and requested to
provide a written quotation. These quotations will be reviewed and evaluated by the
ASAUA Grant Office. The City shall not be obligated to accept the lowest priced quotation,
but will award individual projects in the best interests of the City after all factors have been
evaluated. City reserves the right to negotiate scope of work and pricing prior to award of
any project.
C. Individual order price quotations shall be provided upon request per project and shall
include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana
agreement number, requestor name and phone number, ship to location, itemization of
services with complete description and price per item and a summary of total cost for
services, shipping, and tax.
D. Purchase Orders (POs) will be issued upon approval of written itemized quotations
received from the Contractor(s).
20A-59
E. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization
for the Contractor o place an order.
F. POs and payments for service will be issued only in the name of the Contractor.
G. Contractor shall adapt to changes to the ordering method or ordering procedures as required
by the City during the term of the agreement.
H. Change orders shall be agreed upon by Contractor and City and issued as needed in writing
by the City.
XVI. ACCOUNT MANAGER / SUPPORT STAFF FOR EXERCISES
A. Proposer shall provide a dedicated competent account manager who shall be responsible
for the City account / agreement. The account manager shall receive all orders from the
City and shall be the primary contact for all issues regarding the Proposer's response to
this RFQ and any agreement which may arise pursuant to this RFQ.
B. Proposer shall also provide adequate, competent support staff that shall be able to service
the City during normal working hours, Monday through Friday. Such representative(s)
shall be knowledgeable about the agreement, training offered, and able to identify and
resolve quickly any issues included, but not limited to order and invoicing problems.
C. Proposer account manager shall be familiar with City requirements and standards and work
with the City to ensure that established standards are adhered to.
Proposer account manager shall keep the City and ASAUA Training & Exercise Program
Manager informed of requests from departments as required.
XVIL INVOICING FOR TRAINING AND/OR EXERCISE COURSES
A. Contractor shall invoice the City, unless otherwise advised, upon satisfactory receipt of
performance of services.
B. City will use best efforts to make payments within forty-five (45) days following receipt and
review of invoice and upon complete satisfactory receipt of performance of services.
C. Invoices should be Emailed to:
Sgt. Roland Andrade
Santa Ana Police Department
Homeland Security Division / M-18
60 Civic Center Plaza
P.O. Box 1981
Santa Ana, CA 92701
Email: RAndrade2ksanta-ana.ora
D. City shall notify Contractor of any adjustments required to invoices.
20A-60
E. Invoices shall include, at minimum:
• City PO number (if applicable);
• Invoice number;
• Agreement number;
• Remit to address;
• Itemized services;
• Course description
• Pricing as per agreement;
• Instructor name;
• Number of participants;
• Course date(s); and
• Shall be accompanied by acceptable proof of delivery.
F. Contractor shall utilize standardized invoices upon request.
G. Invoices shall only be issued by the Contractor who is awarded an agreement.
H. Payments will be issued to and invoices must be received from the same Contractor whose
name is specified on the POs.
20A-61
COSTS — TRAINING CLASSES AND EXERCISES
TRAINING
Course Title
Description
Total Course
Cost
(Estimated)
AH-330: Strike Team/Task
This course is designed to provide the skills
$5,800
Force Leader All Hazards
and knowledge needed to perform in the
position of Strike Team/Task Force Leader.
Topics include position overview; pre -
deployment responsibilities; concept of the
position; resource typing standards; pre -
dispatch preparation; incident responsibilities;
administration; supervision; response;
assignment; demobilization; tactics and safety;
risk management; entrapment avoidance; WUI;
case studies; scenarios; appropriate action vs.
freelancing.
Command and Control of
This command level awareness course provides
$3,500
the RIC Deployment
students with the terminology and methodology
that is employed during a RIC development.
E/L 950: Incident
This course is designed to provide local and
$9,990
Commander
state -level emergency responders with a robust
understanding of the duties, responsibilities,
and capabilities of an effective IC on an All -
Hazards Incident Management Team.
E/L 952: Public Information
This course is designed for a PIO assigned to
$9,900
Officer
an incident as a member of an All -Hazard
Incident Management Team (AHIMTs), Local
IMTs, as well as for the PIO assigned to an
incident as an assistant PIO in a variety of
capacities.
E/L 954: Safety Officer
This course is designed to provide local and
$8,500
state -level emergency responders with a robust
understanding of the duties, responsibilities,
and capabilities of an effective SOFR on an
All -Hazards Incident Management Team.
E/L 956: Liaison Officer
This course is designed to provide local and
$3,850
state -level emergency responders with a robust
understanding of the duties, responsibilities,
and capabilities of an effective LOFR on an
All -Hazards Incident Management Team.
20A-62
E/L 958: Operations Section
This course is designed to provide local and
$9,990
Chief
state -level emergency responders with a robust
understanding of the duties, responsibilities,
and capabilities of an effective OSC on an All -
Hazards Incident Management Team.
E/L 960: Division/Group
This course is designed to provide local and
$5,500
Supervisor All Risk
state -level emergency responders with a robust
understanding of the duties, responsibilities,
and capabilities of an effective DIVS on an All -
Hazards Incident Management Team.
E/L 962: Planning Section
This course is designed to provide local and
$9,990
Chief
state -level emergency responders with a robust
understanding of the duties, responsibilities,
and capabilities of an effective PSC on an All -
Hazards Incident Management Team.
E/L 964: Situation Unit
This course helps attendees establish the
$9,750
Leader
essential core competencies required for
performing he duties of the SITL in an all -
hazards incident. This course addresses all
responsibilities appropriate to a SITL operating
in a local- or state -level AHIMT.
E/L 965: Resources Unit
This course addresses all roles and
$9,750
Leader
responsibilities appropriate to a All -Hazards
Resources Unit Leader operating in a local or
state -level AHIMT or as a single resource.
E/L 967: Logistics Section
This course is designed to provide local and
$10,500
Chief
state -level emergency responders with a robust
understanding of the duties, responsibilities,
and capabilities of an effective LSC on an All -
Hazards Incident Management Team.
E/L 969: Communications
This course addresses all roles and
$7,800
Unit Leader
responsibilities appropriate to a COML
operating in a local or state -level AHIMT.
E/L 970: Supply Unit
This course helps participants establish the
$10,500
Leader
essential core competencies required for
performing the duties of the Supply Unit
Leader (SPUL) in an all -hazards incident. By
requiring participants to bring jurisdiction -
specific information to the instruction, the
course provides a realistic, hands-on approach
to mastering the skills of an SPUL organized
by the fundamental steps of the ordering
process. Participants identify information
required for ordering, as well as complete
required forms and documentation related to
ordering, and anticipate ordering and supply
20A-63
needs for the incident. In addition to the
ordering process, the course discusses
mobilization, setting up and managing the
Supply Unit, and demobilization.
E/L 971: Facilities Unit
This course addresses s all roles and
$10,500
Leader
responsibilities appropriate to a Facilities Unit
Leader operating on a local or state -level
AHIMT.
E/L 973: Finance/Admire
This course addresses all roles and
$9,000
Section Chief
responsibilities appropriate to a Finance
Section Chief operating in a local or state -level
AHIMT. These responsibilities fall into two
categories: Finance Section Chief duties 1)
managing the Finance/Administration Section
personnel and 2) managing the finances and
administrative responsibilities during an
incident.
E/L 975: Finance/Admin
This course addresses all roles and
$8,300
Unit Leader
responsibilities appropriate to operating in one
of the Finance/Administration Unit Leader
positions on a local or state -level AHIMT or
single resource assignment. These
responsibilities fall into two categories: 1)
responding to the incident and the command
needs of the incident, and 2) effectively
fulfilling the position responsibilities of a
Finance Administration Unit Leader on an
AHIMT or as a single resource.
E/L 984: Task Force/Strike
This course addresses the roles and
$6,000
Team Leader
responsibilities appropriate to a Task
Force/Strike Team Leader operating on concert
with local or state -level AHIMT. These
responsibilities fall into tow categories: (1)
responding to the incident and the commend
needs of the incident, and (2) effectively
fulfilling the position responsibilities of a Task
Force/Strike Team Leader in conjunction with
an AHIMT.
20A-64
E/L 986: Air Support Group
The Air Support Group Supervisor (ASGS)
$8,000
Supervisor
course is intended to provide local- and state -
level emergency responders with an overview
of key duties and responsibilities of an ASGS
in a Type 3 All -Hazards Incident Management
Team (AHIMT). The course walks participants
through general information, including an
overview of the fixed wing, rotor wing, and
military operations, as well as information on
incident mobilization, initial situational
awareness, and unit management. It also
provides detailed instruction on responding to
the incident and the command needs of the
incident, as well as emphasizing the importance
of risk management and safety considerations.
E/L 987: Introduction to Air
This course is intended to familiarize
$7,000
Operations
participants with the basic concepts of air
operations of an Incident Management Team
(IMT) and/or through the NIMS/ICS system.
The course walks participants through general
information and aviation related regulations,
including an overview of the fixed wing, rotor
wing, and military operations. It also provides
detailed instruction on responding to the
incident and the command needs of the
incident, as well as emphasizing the importance
of risk management and safety considerations.
I-100: Introduction to the
The course provides training and resources, for
$3,000
Incident Command System
first -responder personnel who require an
introduction to the Incident Command System.
The course is designed to enable personnel to
operate efficiently during an incident or event
within the ICS, SEMS, or NIMS.
I-200: Basic Incident
This course introduces students to the principles of
$4,000
Command System for Initial
the Incident Command System (ICS) associated
Response
with incident -related performance.
I-300: Intermediate ICS for
This course provides description and detail of
$8,000
Expanding Incidents
the Incident Command System (ICS)
organization and operations in supervisory
roles on expanding or Type 3 incidents.
I-400: Advanced ICS for
This course directs the student towards an
$6,000
Command and General Staff
operational understanding of large single -
agency and complex multi-agency/multi-
jurisdictional incident responses.
20A-65
I-700: National Incident
This course provides an overview of the
$3,000
Management System, An
National Incident Management System
Introduction
(NIMS). The National Incident Management
System defines the comprehensive approach
guiding the whole community - all levels of
government, nongovernmental organizations
(NGO), and the private sector - to work
together seamlessly to prevent, protect against,
mitigate, respond to, and recover from the
effects of incidents. The course provides
learners with a basic understanding of NIMS
concepts, principles, and components.
I-800: National Response
The goal of the IS-0800.d, National Response
$3,000
Framework, An Introduction
Framework, An Introduction, is to provide
guidance for the whole community. Within this
broad audience, the National Response
Framework focuses especially on those who are
involved in delivering and applying the
response core capabilities
0-305 - Type 3 Incident
This course is designed for those who are
$22,000
Management Team
assigned to function in a Type 3 IMT during a
large/complex incident, typically extending into
the second operational period. The Type 3
IMT can either support an existing ICS
structure, or can assume command of an
incident if requested to do so.
S-200: Initial Attack
This course is designed to meet the training
$4,000
Incident Commander
needs of the Incident Command Type 4.
S-339 AR: Division/Group
Prepares students to perform in the role of
$7,000
Supervisor All Risk
Division/Group Supervisor and provides
instruction in support of the specific tasks of
the DIVS.
S-400: Incident Commander
Topics include team administration,
$8,000
communication, information/intelligence
processing, agency administrator and IC
responsibilities, transfer of command, and
demobilization.
S-403: Information Officer
This course meets the training requirements for
$6,000
a Public Information Officer Type 2. Topics
include information organization and
assignment, developing a communications
strategy, information operations, creating a safe
environment, effective media relations,
incident within an incident, community
relations analysis, documentation,
demobilization, and transitioning.
r O N ..,
S-404: Safety Officer All
Risk
Designed to meet the training needs of the
Safety Officer position in the incident
command system.
$8,500
S-420: Command and
Designed to prepare the student to function
$35,000
General Staff
effectively in the position of a Type 2 Incident
Commander, Command, or General Staff. The
focus is on the application of previously
acquired knowledge and skills. Students will
participate in two types of groups (teams and
similar positions) during exercises that include
simulation of the mobilization, management,
and demobilization phases of a rapidly
accelerating Type 2 wildfire that has potential
to become a Type 1 incident.
S-440: Planning Section
Designed to meet a portion of the training
$9,900
Chief
needs of the Planning Section Chief Type 2.
20A-67
Exhibit 3
AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES
FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS -NEEDED BASIS
THIS AGREEMENT is made and entered into this 1st day of December, 2020, by and between
Nusura INC. ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation
organized and existing under the Constitution and laws of the State of California ("City").
RECITALS
A. On August 10, 2020, the Santa Ana Police Department ("SAPD") issued Request for
Qualifications No. 20-062 ("RFQ"), by which it sought to identify and qualify suitable
vendors capable of delivering a broad choice of homeland security -related training courses
and exercises conducted by professionals in the fields of law, fire, public health,
emergency management and cybersecurity.
B. These courses are in support of the Anaheim/Santa Ana Urban Area ("ASAUA")
Homeland Security Regional Training and Exercise Program and will be funded by a grant
awarded to the City by the United States Department of Homeland Security's Urban Areas
Security Initiative ("UASI") and administered by SAPD. The ASAUA consists of the
incorporated cities in Orange County and the police departments of the University of
California, Irvine, California State University, Fullerton, and community colleges in the
County of Orange.
C. Through SAPD, the training and exercise programs will be made available to agencies in
the ASAUA on an as -needed basis to enhance domestic preparedness for acts of terrorism.
D. Contractor submitted a responsive proposal that was among those selected by the City.
E. In undertaking the performance of this Agreement, Contractor represents that it is
knowledgeable in its field and that any services performed by Contractor under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
On an as -needed basis, and at the sole discretion of City, Contractor shall conduct the
training and/or exercise programs described in the scope of services provided in the RFQ and
attached hereto as Exhibit A. Contractor's proposal is incorporated by reference as though fully
set forth herein. In the performance of all services, Contractor shall comply and provide the
required training/classes and exercises attached hereto as Exhibit B.
20A-68 Page 1 of 12
2. CHANGE ORDERS/AMENDMENTS
a. To maintain flexibility that allows first responders to address emerging and
unforeseeable threats, the ASAUA Homeland Security Regional Training and Exercise
Program will utilize a Change Order provision to request other training and exercise
courses at the City's request. Change Orders will be used to approve training and/or
exercises and can modify the existing scope of work for specialty and other ad -hoc
training and exercises on an as needed basis. Change Orders will be drafted by the
UASI Grant Coordinator, reviewed and approved by the Contractor, then forwarded to
the Chief of Police and the City Manager for the City of Santa Ana or their designees
for approval.
b. Any change order that contains any terms contrary to services provided within this
Agreement shall be void, unless City and Consultant have expressly agreed in a writing,
requiring approval by the City Manager and the City Attorney's office. Consultant
agrees and understands that substantive changes to the terms of the Agreement are
subject to approval by the City Council.
3. COMPENSATION
a. City neither warrants nor guarantees any minimum or maximum compensation to
Contractor under this Agreement. Contractor shall be paid only for actual services
performed under this Agreement at the rates and charges identified in Exhibit B.
Any compensation payable to Contractor shall be paid from a portion of the above -
referenced UASI grant awarded to the City in the amount of $3,147,600, which
shall serve as the total amount payable for all training and exercise programs
supplied under RFQ No. 20-062.
b. Payment by City shall be made within forty-five (45) days following receipt of
proper invoice evidencing work performed, subject to City accounting procedures.
Payment need not be made for work that fails to meet the standards of performance
set forth in the Recitals which may reasonably be expected by City.
4. TERM
This Agreement shall commence on the date stated above and continue through November
30, 2023, unless terminated earlier in accordance with Section 18, below. The term of this
Agreement may be extended for up to two (2) one (1) year period upon a writing executed by the
City Manager and the City Attorney and subject to funding.
5. INDEPENDENT CONTRACTOR
Contractor shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor shall
it be construed to create an employer -employee relationship, a joint venture relationship, or to
allow the City to exercise discretion or control over the professional manner in which Contractor
20A-69 Page 2 of 12
performs the services which are the subject matter of this Agreement; however, the services to be
provided by Contractor shall be provided in a manner consistent with all applicable standards and
regulations governing such services. Contractor shall pay all salaries and wages, employer's social
security taxes, unemployment insurance and similar taxes relating to employees and shall be
responsible for all applicable withholding taxes.
6. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property
embodied in plans, specifications, studies, drawings, estimates, and other documents or works of
authorship fixed in any tangible medium of expression, including but not limited to, physical
drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or
caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor
shall require all subcontractors to agree in writing that City is granted a non-exclusive and
perpetual license for any Documents & Data the subcontractor prepares under this Agreement.
Contractor represents and warrants that Contractor has the legal right to license any and all
Documents & Data. Contractor makes no such representation and warranty in regard to
Documents & Data which were provided to Contractor by the City. City shall not be limited in
any way in its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
7. INSURANCE
Prior to undertaking performance of work under this Agreement, Contractor shall maintain
and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance. Contractor shall maintain commercial
general liability insurance naming the City, its officers, employees, agents,
volunteers and representatives as additional insured(s) and shall include, but not be
limited to protection against claims arising from bodily and personal injury,
including death resulting therefrom and damage to property, resulting from any act
or occurrence arising out of Contractor's operations in the performance of this
Agreement, including, without limitation, acts involving vehicles. The amounts of
insurance shall be not less than the following: single limit coverage applying to
bodily and personal injury, including death resulting therefrom, and property
damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the
aggregate. Such insurance shall (a) name the City, its officers, employees, agents,
volunteers and representatives as additional insured(s); (b) be primary and not
contributory with respect to insurance or self-insurance programs maintained by
the City; and (c) contain standard separation of insureds provisions.
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include
coverage for owned, hired and non -owned automobiles.
2OA-70 Page 3 of 12
C. Worker's Compensation Insurance. hi accordance with the California Labor Code,
Contractor, if Contractor has any employees, is required to be insured against
liability for worker's compensation or to undertake self-insurance. Prior to
commencing the performance of the work under this Agreement, Contractor agrees
to obtain and maintain any employer's liability insurance with limits not less than
$1,000,000 per accident.
d. If Contractor is or employs a licensed professional such as an architect or engineer:
Professional liability (errors and omissions) insurance, with a combined single limit
of not less than $1,000,000 per claim with $2,000,000 in the aggregate.
e. The following requirements apply to the insurance to be provided by Contractor
pursuant to this section:
(i) Contractor shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved by the City.
(iii) Certificates and policies shall state that the policies shall not be canceled or
reduced in coverage or changed in any other material aspect without thirty
(30) days prior written notice to the City.
(iv) Contractor shall supply City with a fully executed additional insured
endorsement.
f. If Contractor fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has
been procured and is in force and paid for, the City shall have the right, at the City's
election, to terminate this Agreement. Such termination shall not affect
Contractor's right to be paid for its time and materials expended prior to notification
of termination. Contractor waives the right to receive compensation and agrees to
indemnify the City for any work performed prior to approval of insurance by the
City.
8. INDEMNIFICATION
Contractor agrees to and shall indemnify, defend, and hold harmless the City, its officers,
agents, employees, consultants, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including death, and claims for property damage, which may arise from the
negligence or willful misconduct of the Contractor or its, subcontractors, agents, employees, or
other persons acting on their behalf which relates to the services described in section I of this
Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution,
judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement.
20A-71 Page 4 of 12
This indemnity and hold harmless agreement applies to all claims for damages, just compensation,
restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the
events referred to in this Section or by reason of the terms of, or effects, arising from this
Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the
defense of the City, including fees and costs for special counsel to be selected by the City,
regarding any action by a third party challenging the validity of this Agreement, or asserting that
personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal
or property rights arises by reason of the terms of, or effects arising from this Agreement. City
may make all reasonable decisions with respect to its representation in any legal
proceeding. Contractor's indemnification obligations in this section shall survive expiration of
this Agreement.
9. INTELLECTUAL PROPERTY INDEMNIFICATION
Contractor shall defend, indemnify, and hold harmless City, its officers, agents,
representatives, and employees against any and all liability or losses, including costs and attorney's
fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or
contained in the work product or documents provided or used by Contractor under this Agreement.
10. CONFORMITY WITH LAW AND SAFETY
In performing any 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 provisions of the California Occupational Safety and Health Act. Contractor shall
indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and
consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and
regulations.
11. RECORDS
Contractor shall keep records and invoices in connection with the work to be performed
under this Agreement. Contractor shall maintain complete and accurate records with respect to
the costs incurred under this Agreement and any services, expenditures, and disbursements
charged to the City for a minimum period of three (3) years, or for any longer period required by
law, from the date of final payment to Contractor under this Agreement. All such records and
invoices shall be clearly identifiable. Contractor shall allow a representative of the City to
examine, audit, and make transcripts or copies of such records and any other documents created
pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all
work, data, documents, proceedings, and activities related to this Agreement for a period of three
(3) years from the date of final payment to Contractor under this Agreement.
12. CONFIDENTIALITY
If Contractor receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Contractor agrees that
20A-72 Page 5 of 12
it shall not use or disclose such information except in the performance of this Agreement, and
further agrees to exercise the same degree of care it uses to protect its own information of like
importance, but in no event less than reasonable care. "Confidential Information" shall include all
nonpublic information. Confidential information includes not only written information, but also
information transferred orally, visually, electronically, or by other means. Confidential
information disclosed to either party by any subsidiary and/or agent of the other party is covered
by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any
information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the
Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor
an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is
independently developed by the Contractor without reference to information disclosed by the City.
13. CONFLICT OF INTEREST CLAUSE
a. Contractor covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with the performance of services
specified under this Agreement.
b. The parties understand that outside parties, subject to receipt of financial benefit from
UASI funding, as noted in Recital Section B and the RFQ, are often utilized by the
ASA UASI as subject matter expert reviewing training and exercise proposals. To
avoid potential conflict of interest of engaging sub -contractors, subject to receipt of
financial benefit from UASI funding, shall not be engaged by the Contractor as a sub-
contractor to provide the services provided in this Agreement, or any change order or
amendment thereto.
14. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement
shall be in writing and shall be deemed to be properly given if delivered in person or mailed by
first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in
the manner provided in this Section, to the following persons:
To City: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax 714- 647-6956
With courtesy copies to:
Roland Andrade, Sergeant
UASI Grant Coordinator
Homeland Security Division
Santa Ana Police Department
20A-73 Page 6 of 12
To Contractor:
60 Civic Center Plaza
Santa Ana, CA 92701
Mark Amann, Co -Founder
Nusura INC.
4101 E. Louisiana Ave., Suite 9400
Denver, CO 80246
(303) 789-9289
Mark.amann@nusura.com
A party may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by fax, communication shall be effective or deemed to have
been given twenty-four (24) hours after the time set forth on the transmission report issued by the
transmitting facsimile machine, addressed as set forth above. For purposes of calculating these
time frames, weekends, federal, state, County or City holidays shall be excluded.
15. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Contractor regarding the subject matter therein, and supersedes any and all other agreements, oral
or written, between the parties. In the event of a conflict between the terms of this Agreement and
any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be
modified except by written instrument signed by the City and by an authorized representative of
Contractor. The parties agree that any terms or conditions of any purchase order or other
instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not
bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, orally or otherwise, have been made by any
party, or anyone acting on behalf of any party, which are not embodied herein.
16. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
be construed to limit the City's ability to have any of the services which are the subject to this
Agreement performed by City personnel or by other consultants retained by City.
20A-74 Page 7 of 12
17. 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.
18. TERNIINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor
compensation for all services performed by Contractor prior to receipt of such notice of
termination, subject to the following conditions:
a. As a condition of such payment, City may require Contractor to deliver to the City
all work product completed as of such date, and in such case such work product
shall be the property of the City unless prohibited by law, and Contractor consents
to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work that fails to meet the standard of performance
specified in the Recitals of this Agreement.
19. NONDISCRINIINATION
Contractor shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
information, or military and veteran status, age, national origin, ancestry, or disability, as defined
and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
promotion, termination or other employment related activities or any services provided under this
Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all
applicable federal, state and local laws and regulations.
20. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
determined and governed by the laws of the State of California. Both parties farther agree that
Orange County, California, shall be the venue for any action or proceeding that may be brought or
arise out of, in connection with or by reason of this Agreement.
21. PROFESSIONAL LICENSES
Contractor shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
and required by the laws and regulations of the United States, the State of California, the City of
20A-75 Page 8 of 12
Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and
in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
exemptions. Said inability shall be cause for termination of this Agreement.
22. CERTIFICATIONS
a. Debarment and Suspension. Contractor will comply, and all its subcontractors will
comply, with applicable federal suspension and debarment regulations including, but not limited
to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and
codified in 2 CFR Part 200.
b. Section 504 of the Rehabilitation Act of 1973. All recipients of federal funds must
comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds
recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise
qualified disabled person shall, solely by reason of disability be excluded from the participation
in, be denied the benefits of or be subject to discrimination, including discrimination in
employment, in any program or activity that receives or benefits from federal financial assistance.
Contractor agrees it will ensure that requirements of The Act shall be included in any agreements
with and be binding on all of its subcontractors, assignees, or successors.
C. Americans with Disabilities Act of 1990 (ADA). Contractor must comply with all
requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable.
d. Lobbying and Political Activity. None of the funds, materials, property, or services
provided directly or indirectly under this Agreement shall be used for any partisan political
activity, or to further the election or defeat of any candidate for public office, or otherwise in
violation of the provisions of the "Hatch Act".
e. Contractor will comply, and all its subcontractors will comply, with all applicable
lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et
seq., and agrees that none of the funds provided under this award may be expended by the
Contractor to pay any person to influence, or attempt to influence an officer or employee of any
agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member
of Congress in connection with any federal action concerning the award or renewal of any federal
contract, grant, loan, or cooperative agreement.
f. Contractor will comply, and all its subcontractors will comply, with all
requirements of the Byrd Anti -Lobbying Amendment (31 U.S.C. 1352), as applicable.
g. Non -Discrimination and Equal Opportunity. Contractor will comply, and all its
subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section
504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with
Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age
Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as
amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and
Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of
20A-76 Page 9 of 12
1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice
Non -Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of
Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or
State court, Federal or State administrative agency, or the Contractor makes a finding of
discrimination after a due process hearing on the grounds of race, color, religion, national origin,
sex, or disability against Contractor, Contractor will forward a copy of the findings to City, which
will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S.
Department of Justice.
h. Contractor will comply, and all its subcontractors will comply, with all requirements
of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment -Opportunity,"
as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department
of Labor regulations (41 CFR chapter 60), as applicable.
i. Contractor will comply, and all its subcontractors will comply, with all
requirements of the California Public Contract Code Section 10295.3, as applicable.
j. Contractor will comply, and all its subcontractors will comply, with all
requirements of the Copeland "Anti -Kickback" Act (18 U.S.C. 874) as supplemented in
Department of Labor regulations (29 CFR Part 3), as applicable.
k. Contractor will comply, and all its subcontractors will comply, with all
requirements of the Davis -Bacon Act (40 U. S.C. 276a to 276a-7) as supplemented by Department
of Labor regulations (29 CFR Part 5), as applicable.
1. Contractor will comply, and all its subcontractors will comply, with all
requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C.
327-330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable.
in. Contractor will comply, and all its subcontractors will comply, with all applicable
standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C.
1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the
Environmental Protection Agency regulations (40 CFR part 15), as applicable.
n. Contractor will comply, and all its subcontractors will comply, with all
requirements of the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871), (53 FR
8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable.
o. Contractor will comply, and all its subcontractors will comply, with all
requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act, as applicable.
p. Contractor agrees that the Department of Homeland Security shall have the
authority to seek patent rights for any process, product, invention or discovery developed and paid
for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable.
20A-77 Page 10 of 12
q Contractor may copyright any books, publications or other copyrightable materials
developed in the course of or under this Agreement. However, the federal awarding agency, State
Administrative Agency (SAA), and City reserve a royalty -free, non-exclusive, and irrevocable
license to reproduce, publish or otherwise use, and to authorize others to use, for federal
government, SAA and/or City purpose:
(1) the copyright in any work developed through this Agreement; and
(2) any rights of copyright to which the Contractor purchases ownership with support
through this grant. The Federal government's, SAA's and City's rights identified above must be
conveyed to the publisher and the language of the publisher's release form must ensure the
preservation of these rights.
23. AUSCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the
power, authority and right to bind their respective parties to each of the terms of
this Agreement, and shall indemnify City fully, including reasonable costs and
attorney's fees, for any injuries or damages to City in the event that such authority
or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
[signature page to follow]
20A-78 Page 11 of 12
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
Daisy Gomez
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By:
Tamara Bogosian
Senior Assistant City Attorney
RECOMMENDED FOR APPROVAL:
David Valentin
Chief of Police
CITY OF SANTA ANA
Kristine Ridge
City Manager
CONTRACTOR:
By: Mark Amann
Title: Co-fou n d er/Di rector of
Corporate Development
20A-79
Page 12 of 12
I.
EXHIBIT A
SCOPE OF SERVICES
The specific requirements of this RFQ have been listed in two sections to allow proposers to
respond to either, the training courses component, the exercise component, or both. There is no
requirement the Proposer must respond to both components of the RFQ.
IL TRAINING COURSES
A. ASAUA currently requires training courses in the following specific disciplines:
• Law Enforcement/Tactical
• Fire/Emergency Medical
• Public Health
• Emergency Management
• Cyber Security
B. Contractor shall conduct training courses, which it has been successfully prequalified for, at
various locations/venues within the ASAUA.
C. Contractor shall prepare course flyers, register attendees, record attendance by signed roster,
provide certificates of completions, and verify course completion by the participants.
D. Contractor shall prepare and present specified training courses. Course material shall be
available at the time the training is provided for each of the training courses the proposer has
outlined in their SOQ.
E. All training courses presented must meet state and federal guidelines and be approved by Cal
OES and DHS for reimbursement under the Homeland Security Grant Program prior to
delivery. Refer to the Cal OES website at: http://www.caloes.ca.gov/cal-oes-
divisions/califomia-specialized-training-institute and the DHS website at:
https://www.fema.gov/training for further information regarding state and federal guidelines
for Department of Homeland Security grants. If any portion of the training course occurs
outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be
obtained from FEMA/Cal OES prior to delivery of the course. The EHP approval is location
specific and if an EHP approval is required, one must be obtained for each location where the
course is delivered. It shall be the responsibility of the Proposer to complete all of the forms
and documentation necessary to obtain the required approvals. Contractor shall ensure that,
when required, an Environmental Historic Preservation (EHP) approval has been issued to the
ASAUA before delivery of the training course. The ASAUA Homeland Security Regional
Training and Exercise Program Manager will assist the Proposer with the submission of the
requests for approval. The City shall not be billed for any costs associated with obtaining
these approvals.
PT M : 1
F. Contractor shall offer course content that satisfies the five preparedness priorities identified
in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for
reference.
G. Contractor shall provide all required training material, handouts, course syllabus and/or
written curriculum.
H. Contractor shall collect written survey comments/course evaluations from participants at the
conclusion of every course offered. Survey/course evaluations will be conducted in a manner
specified by the City. A standardized course survey form will be provided to the successful
proposers. A record of responses shall be maintained throughout the tern of the agreement
by Contractor, and organized by training course, date, instructor, etc. Frequently mentioned
comments shall be reported to City Project Manager. Electronic reporting shall be made
available to the City upon request.
I. City reserves the right to cancel training courses with fourteen (14) calendar days' notice of
delivery date. City shall not be charged for the class, travel costs, or training materials by
Contractor if cancellation occurs within this period.
J. City reserves the right to cancel training courses for student minimums not being met.
K. Contractor shall provide and assign high quality instructors on a consistent basis to deliver
the specified courses.
L. All instructors shall use the methods suggested by the training protocols established, such as
maintaining and updating each training syllabus; introducing and following objectives for
each class; completing training as described; and utilizing training aids such as audio/visual
systems.
M. Contractor and all its instructors shall provide immediate feedback to the City via the ASAUA
Homeland Security Regional Training and Exercise Program Manger regarding all customer
requests for new or additional services, or to report complaints.
N. Contractor will be paid for services rendered. Training days are generally eight (8) hours long
(e.g. 8:00 AM — 5:00 PM), including a one (1) hour lunch break. Schedule should include
regular breaks on a 50110 break ratio — for every fifty (50) minutes of instruction, there should
be a ten (10) minute break. Half days are defined as four (4) hours or less of instruction.
O. Training venues may be provided by the City or by hosting agencies based on the needs of
the course. Contractor must be able to secure training sites at any of the jurisdictions within
the ASAUA.
P. All Contractor -developed courses must be approved by California Office of Emergency
Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to
delivery. It is the responsibility of the Contractor to prepare all forms and documentation
necessary to obtain all course approvals at its cost. The ASAUA Homeland Security Regional
Training and Exercise Program Manager will assist Contractor with the submission of the
20A-81
requests for approval. The City shall not be billed for any costs associated with obtaining
these approvals.
Q. The anticipated start date of this agreement is Winter of 2020. Usage under agreements
awarded as a result of this RFQ will begin at this time.
R. Depending on the training or exercise, Contractor's instructors and courses may be required
to be California Peace Officer Standards & Training (POST) certified or California State Fire
Marshal approved. It shall be the responsibility of the Contractor to obtain all POST
certifications and California State Fire Marshal course approvals at its cost. The ASAUA
Homeland Security Regional Training and Exercise Program Manager will assist Contractor
with the submission of the requests for certifications and approval. The City shall not be
billed for any costs associated with obtaining these certifications and approvals.
S. A list of "approved" courses is available from Cal OES at www.caloes.ca.gov and a list of
Federal Emergency Management Agency (FEMA) approved classes is available at
w-ww.fema.gov/training
T. Contractors are responsible for providing all course materials and delivering it to the site(s)
of all training at their cost.
U. Contractor must work with the ASAUA Homeland Security Regional Training and Exercise
Program Manager and requesting agencies to coordinate the training calendar and venue.
V. When required, Contractor must obtain the applicable certifications for developed courses
before training begins. The need for certification will be determined by the ASAUA Training
& Exercise Program Manager. It shall be the responsibility of the Contractor to complete all
forms and documentation necessary to obtain the required certifications at its cost. The
ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the
Proposer with the submission of the requests for certification. The City shall not be billed for
any costs associated with obtaining these certifications.
W. Contractor will be required to obtain Emergency Medical Association (EMA) or Emergency
Management Institute (EMI) certification on developed courses at its cost if the course content
contains materials that require state and/or federal certification. The ASAUA Homeland
Security Regional Training and Exercise Program Manager will assist the Contractor with the
submission of the requests for certification. The City shall not be billed for any costs
associated with obtaining these certifications.
X. Contractor may not charge the City for materials brought to the class that are not utilized.
Y. Proposers may be selected to provide training based on their expertise within a specific
discipline.
• Law Enforcement/Tactical
• Fire/Emergency Medical
• Public Health
20A-82
• Emergency Management
• Cyber Security
Z. Contractors shall ensure that training participants are members of agencies or organizations
located or operating within the ASAUA, or have been approved by the ASAUA Training &
Exercise Program Manager or his designee.
III. DELIVERABLES / REPORTS FOR TRAINING COURSES
A. Course Surveys / Evaluations
Course surveys/evaluations results will be tabulated and scored by Contractor. Summary
of the results will be provided to the ASAUA Training & Exercise Program Manager.
Completed course survey/evaluation forms will be provided to the ASAUA Training &
Exercise Program Manager within 30 days of delivery of the training course.
B. Contractor must provide course flyers for all training courses to be delivered at its cost. The
City will manage distribution of such flyers.
C. Contractor must provide to the ASAUA Training & Exercise Program Manager all rosters
and sign -in sheets upon completion of the training course for all training courses delivered.
Contractor shall maintain a record of all original and electronic copies of all sign -in sheets.
Electronic copies of rosters and sign -in sheets must be submitted along with invoices issued
to City.
D. Contractor shall provide certificates of completion to all students that successfully complete
a training course at the conclusion of the training course and provide copies of the certificates
to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the
training course. Contractor shall maintain a record of all certificates provided students.
IV. QUANTITIES FOR TRAINING COURSES
Quantities listed herein are estimates and are not to be construed as a commitment. No minimum
or maximum is guaranteed or implied.
V. PRICING FOR TRAINING COURSES
A. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of
such lower price shall be extended to the City.
B. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included.
C. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be
used. There are no exceptions.
D. Pricing shall include any and all payment incentives available to the City.
rIM •
E. Proposers are advised that in the evaluation of costs, if applicable, it will be assumed the unit
price quoted is correct in the case of a discrepancy between the unit price and an extension.
F. Federal and State minimum wage laws apply. The City has no requirements for living wages.
The City is not imposing any additional requirements regarding wages.
VI. AWARD FOR TRAINING COURSES
A. City reserves the right to reject any or all responses that materially differ from any terms
contained in this RFQ, from any Exhibits attached hereto, or from any subsequent addenda;
to waive informalities and minor irregularities in responses received; and to provide an
opportunity for Proposers to correct minor and immaterial errors contained in their
submissions. The decision as to what constitutes a minor irregularity shall be made solely at
the discretion of the City.
B. The City reserves the right to award an agreement to a single Proposer or multiple Proposers.
C. The City has the right to decline to award an agreement or any part thereof for any reason.
D. City Council approval to award an Agreement pursuant to this RFQ will be required.
E. Any agreement must be negotiated, finalized, and approved by the recommend Contractor
prior to City Council approval.
F. RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda, and SOQs, may be
incorporated into and made a part of any agreement that may be awarded as a result of this
RFQ.
VII. METHOD OF ORDERING TRAINING COURSES
A. As training is required, subsequent solicitations in the form of requests for firm price
quotations and scope of work will be requested from Contractors with which the City has an
Agreement.
B. Individual order price quotations shall be provided upon request per project and shall include,
but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement
number, requestor name and phone number, ship to location, itemization of services with
complete description and price per item and a summary of total cost for services, shipping,
and tax.
C. Price quotations will be reviewed and Contractor(s) will be selected by the UASI Grant
Office. Purchase Orders (POs) will be issued upon approval of written itemized quotations
received from Contractor(s). The City shall not be obligated to accept the lowest priced
quotation, but will award individual projects in the best interests of the City after all factors
have been evaluated. City reserves the right to negotiate scope of work and pricing prior to
award of any project.
PFIM :-
D. POs will be transmitted electronically, and shall be the only authorization for the Contractor
to place an order.
E. POs and payments for service will be issued only in the name of the Contractor.
F. Contractor shall adapt to changes to the ordering method or ordering procedures as required
by the City during the term of the agreement.
G. Change orders shall be agreed upon by Contractor and City, and issued as needed in writing
by the City.
VIIL ACCOUNT MANAGER / SUPPORT STAFF FOR TRAINING COURSES
IX.
A. Proposer shall provide a dedicated, competent Account Manager who shall be responsible
for the City's account / agreement. The Account Manager shall receive all orders from the
City and shall be the primary contact for all issues regarding the Proposer's response to this
RFQ and any agreement which may arise pursuant to this RFQ.
B. Proposer shall also provide adequate, competent support staff that shall be able to service the
City during normal working hours (7:00 AM — 5:00 PM), Monday through Friday. Such
representative(s) shall be knowledgeable about the agreement, training offered, and able to
identify and resolve quickly any issues included, but not limited to order and invoicing
problems.
C. Contractor's Account Manager shall be familiar with City requirements and standards and
work with the City to ensure that established standards are adhered to.
D. Contractor's Account Manager shall keep the City and ASAUA Training & Exercise
Program Manager informed of requests from departments.
A. ASAUA requires seminars, workshops, tabletops, drills, functional, and full-scale exercises
in the following specific disciplines:
• Law Enforcement/Tactical
• Fire/Emergency Medical
• Public Health
• Emergency Management
• Cyber Security
B. Contractor shall conduct seminars, workshops, tabletops, drills, functional, and full-scale
exercises at various locations/venues within the ASAUA. All drills, functional and full scale
exercises will require an EHP approval from FEMA/Cal OES prior to delivery. It shall be
the responsibility of the Contractor to complete all forms and documentation necessary to
obtain the required EHP approvals at its cost. Contractor shall ensure that, when required, an
Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA
before delivery of any seminars, workshops, tabletops, drills, functional, and full-scale
r1U
exercises. The ASAUA Homeland Security Regional Training and Exercise Program
Manager will assist Contractor with the submission of requests for approval.
C. All exercises must be conducted in a manner which adheres to all applicable state and federal
guidelines, including exercise design and development guidelines outlined in the HSEEP.
D. When conducting seminars, workshops, tabletops, drills, functional and full-scale exercises,
Contractor shall provide all required exercise consumables, printed materials, handouts, and
other materials such as, but not limited to, exercise manuals, special effects, actor moulage,
supplies, signage, etc. at its cost. The City shall not be billed nor will it accept requests for
reimbursements and/or billing.
E. Contractor shall provide and assign high quality personnel such as exercise designers,
directors, controllers, evaluators, and support personnel on a consistent basis to deliver the
specified seminars, workshops, tabletops, drills, functional, and full-scale exercises.
F. Contractor shall provide all multi -media devices necessary for presentations during seminars,
workshops, tabletops, drills, functional, full-scale exercises, and any planning meetings and
conferences.
G. Contractor and its exercise personnel shall provide immediate feedback to the City via the
ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all
customer requests for new or additional services or to report complaints.
H. Seminar, workshop, tabletop, drill, functional and full-scale exercise venues maybe provided
by the City or by hosting agencies based on the needs of the exercise. Contractor must be
able to secure exercise sites at any of the jurisdictions within the ASAUA.
Contractor is responsible for providing exercise materials and delivering it to the site(s) of
all seminars, workshops, tabletops, drills, functional and full-scale exercises at its cost. The
City shall not be billed nor will it accept requests for reimbursements and/or billing.
Contractor may not charge the City for materials brought to the seminars, workshops,
tabletops, drills, functional, and full-scale exercises that are not utilized.
K. Contractor shall ensure that exercise participants are members of agencies or organizations
located or operating within the ASAUA, or have been approved by the ASAUA Training &
Exercise Program Manager or his designee.
X. QUALIFICATIONS — HOMELAND SECURITY EXERCISE EXPERIENCE
The following elements outline the type of experience and expertise proposers should possess
related to the development and delivery of seminars, workshops, tabletops, drills, functional and
full-scale exercises. Proposers will document their experience and expertise in their SOQs.
ASAUA requires seminars, workshops, tabletops, drills, fixnctional and full-scale exercises in the
following specific disciplines:
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• Law Enforcement/Tactical
• Fire/Emergency Medical
• Public Health
• Emergency Management
• Cyber Security
A. Proposer should be experienced and proficient in the design and delivery of relevant
homeland security related seminars, workshops, tabletops, drills, functional and full-scale
exercises.
B. Proposer should have staff that is experienced and proficient in developing seminars,
workshops, tabletops, and drills, functional and full-scale exercises in accordance with
HSEEP guidelines.
C. Proposer should have staff that is experienced and proficient in conducting seminars,
workshops, tabletops, drills, functional and full-scale exercises in accordance with HSEEP
guidelines.
D. Proposer should have staff that is experienced and proficient in providing training to and
coordinating exercise evaluators, controllers, and Simulation Cell operators.
XI. DELIVERABLES / REPORTS FOR EXERCISES
A. Exercise Documents: Contractor shall provide all documents necessary to conduct seminars,
workshops, tabletops, drills, functional and full-scale exercises in accordance with HSEEP
guidelines. These documents should include, but not be limited to: Exercise Plan,
Controller/Evaluator Plan, Master Scenario Events List (MSEL), Exercise Evaluation
Guides, etc.
B. Contractor must provide rosters, sign -in sheets, and presentation materials for all planning
meetings conducted in support of all seminars, workshops, tabletops, drills, functional and
full-scale exercises and will deliver to the ASAUA Training & Exercise Program Manager
upon completion of the planning activity at its cost.
C. Contractor must complete After Action Reports (AARs) for all seminars, workshops,
tabletops, drills, functional and full-scale exercises. Copies of these AARs must be provided
to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars,
workshops, tabletops, drills, functional, and full-scale exercises.
D. Contractor must complete an Improvement Plan for each seminar, workshop, tabletop, drill,
functional and full-scale exercise delivered. Copies of the Improvement Plan will be
provided to the ASAUA Training & Exercise Coordinator within 60 calendar days of any
seminars, workshops, tabletops, drills, fimctional, and full-scale exercises.
E. Proposer shall upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans
into HSEEP within 60 calendar days of completing any exercise activity.
20A-87
XII. QUANTITIES FOR EXERCISES
Quantities listed herein are estimates and are not to be construed as a commitment. No minimum
or maximum is guaranteed or implied.
XIIL PRICING FOR EXERCISES
A. All price quotes offered during an informal request for quote process will remain firm for
the term of the resulting PO under the Agreement.
B. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of
such lower price shall be extended to the City.
C. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included.
D. Any price increase or decrease for subsequent contract terms may be negotiated between
Proposer and City only after completion of the initial term.
E. Taxes and freight charges:
The City is soliciting a total price per single delivery of each seminar, workshop,
tabletop, drill, functional, and full-scale exercise. The price quoted for each
seminar, workshop, tabletop, drill, functional, and full-scale exercise shall be the
total cost the City will pay including Sales, Use, or other taxes and all other
charges.
2. No charge for delivery, drayage, express, parcel post packing, cartage, insurance,
license fees, permits, costs of bonds, or any other purpose, except taxes legally
payable by City, will be paid by the City unless expressly included and itemized
in the SOQ.
3. Amount paid for transportation of property to the City of Santa Ana is exempt
from Federal Transportation Tax. An exemption certificate is not required where
the shipping papers show the consignee is the City of Santa Ana; as such papers
may be acceptable by the carrier as proof of the exempt character of the
shipment.
4. Articles sold to the City of Santa Ana are exempt from certain Federal excise
taxes. The City will furnish an exemption certificate.
F. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall
be used. There are no exceptions.
G. Price quotes shall include any and all payment incentives available to the City.
H. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit
price quoted is correct in the case of a discrepancy between the unit price and an extension.
Federal and State minimum wage laws apply. The City has no requirements for living
wages. The City is not imposing any additional requirements regarding wages.
XIV. AWARD FOR EXERCISES
A. The City reserves the right to reject any or all responses that materially differ from any terms
contained in this RFQ or from any Exhibits attached hereto, to waive informalities and
minor irregularities in responses received, and to provide an opportunity for proposers to
correct minor and immaterial errors contained in their submissions. The decision as to what
constitutes a minor irregularity shall be made solely at the discretion of the City.
B. The City reserves the right to award to a single or multiple proposers.
C. The City has the right to decline to award an agreement or any part thereof for any reason.
D. City Council approval to award an Agreement will be required.
E. Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior
to City Council approval.
F. Final Agreement terms and conditions will be negotiated with the selected Contractors.
G. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's
SOQ, may be incorporated into and made a part of any agreement that may be awarded as
a result of this RFQ.
XV. METHOD OF ORDERING FOR EXERCISES
A. As exercises are required, subsequent solicitations in the form of requests for firm price
quotations and scope of work will be requested from Contractors with which the City has
an Agreement.
B. Contractors who have been qualified will be provided a scope of work for the desired
seminar, workshop, tabletop, drill, functional or full-scale exercise and requested to
provide a written quotation. These quotations will be reviewed and evaluated by the
ASAUA Grant Office. The City shall not be obligated to accept the lowest priced quotation,
but will award individual projects in the best interests of the City after all factors have been
evaluated. City reserves the right to negotiate scope of work and pricing prior to award of
any project.
C. Individual order price quotations shall be provided upon request per project and shall
include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana
agreement number, requestor name and phone number, ship to location, itemization of
services with complete description and price per item and a summary of total cost for
services, shipping, and tax.
D. Purchase Orders (POs) will be issued upon approval of written itemized quotations
received from the Contractor(s).
E. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization
for the Contractor o place an order.
F. POs and payments for service will be issued only in the name of the Contractor.
G. Contractor shall adapt to changes to the ordering method or ordering procedures as required
by the City during the term of the agreement.
H. Change orders shall be agreed upon by Contractor and City and issued as needed in writing
by the City.
XVI. ACCOUNT MANAGER / SUPPORT STAFF FOR EXERCISES
A. Proposer shall provide a dedicated competent account manager who shall be responsible
for the City account / agreement. The account manager shall receive all orders from the
City and shall be the primary contact for all issues regarding the Proposer's response to
this RFQ and any agreement which may arise pursuant to this RFQ.
B. Proposer shall also provide adequate, competent support staff that shall be able to service
the City during normal working hours, Monday through Friday. Such representative(s)
shall be knowledgeable about the agreement, training offered, and able to identify and
resolve quickly any issues included, but not limited to order and invoicing problems.
C. Proposer account manager shall be familiar with City requirements and standards and work
with the City to ensure that established standards are adhered to.
Proposer account manager shall keep the City and ASAUA Training & Exercise Program
Manager informed of requests from departments as required.
XVIL INVOICING FOR TRAINING AND/OR EXERCISE COURSES
A. Contractor shall invoice the City, unless otherwise advised, upon satisfactory receipt of
performance of services.
B. City will use best efforts to make payments within forty-five (45) days following receipt and
review of invoice and upon complete satisfactory receipt of performance of services.
C. Invoices should be Emailed to:
Sgt. Roland Andrade
Santa Ana Police Department
Homeland Security Division / M-18
60 Civic Center Plaza
P.O. Box 1981
Santa Ana, CA 92701
Email: RAndrade2ksanta-ana.ora
D. City shall notify Contractor of any adjustments required to invoices.
20A-90
E. Invoices shall include, at minimum:
• City PO number (if applicable);
• Invoice number;
• Agreement number;
• Remit to address;
• Itemized services;
• Course description
• Pricing as per agreement;
• Instructor name;
• Number of participants;
• Course date(s); and
• Shall be accompanied by acceptable proof of delivery.
F. Contractor shall utilize standardized invoices upon request.
G. Invoices shall only be issued by the Contractor who is awarded an agreement.
H. Payments will be issued to and invoices must be received from the same Contractor whose
name is specified on the POs.
20A-91
1*41110rn:l
COSTS — TRAINING CLASSES AND EXERCISES
EXERCISES
A) Discussion -Based Exercises - focus on strategic, policy -oriented issues; facilitators and/or
presenters usually lead the discussion, keeping participants on track towards meeting exercise
objectives. (*Note: Estimated costs are example costs only and depict a range that an
exercise may fall within. Actual costs can vary and is dependent on the size, scope, and
variables involved with a particular exercise)
Exercise Type
Description
Variables
Range or
Cost
(Estimated)
Seminar
Seminars generally orient participants to, or
Participants
$25,000
provide an overview of, authorities, strategies,
(30),
plans, policies, procedures, protocols,
Facilitation,
resources, concepts, and ideas. Seminars can
Hours,
be valuable for entities that are developing or
Materials,
making major changes to existing plans or
Location
procedures.
Workshop
Although similar to seminars, workshops differ
Participants
$25,000
in two important aspects: 1. participant
(30),
interaction is increased, and 2. focus is placed
Facilitation,
on achieving or building a product. To be
Hours,
effective, workshops should have clearly
Materials,
defined objectives, products, or goals, and
Location,
should focus on a specific issue.
Plans
Tabletop
Tabletop Exercises (TTX) are intended to generate
Participants
$35,000
discussion of various issues regarding a hypothetical
(30),
simulated emergency. They can be used to enhance
Facilitation,
general awareness, validate plans and procedures,
Hours,
rehearse concepts, and/or assess the types of systems
Materials,
needed to guide the prevention of, protection from,
Location,
mitigation of, response to, and recovery from a
Reporting/Plans
defined incident. The effectiveness of a TTX is
derived from the energetic involvement of
participants and their assessment of recommended
revisions to current policies, procedures, and plans,
therefore facilitation is critical to keeping participants
focused on exercise objectives.
20A-92
Drill
A drill is a coordinated, supervised activity
Preparation,
$30,000
usually employed to validate a specific
Planning
-
function or capability in a single agency or
Meetings,
$75,000
organization. Drills are commonly used to
Participants (#),
provide training on new equipment, validate
Facilitation,
procedures, or practice and maintain current
Hours,
Materials,
skills. For every drill, clearly defined plans,
Site/Mgt.
procedures, and protocols need to be in place.
Locations,
Personnel need to be familiar with those plans
Reporting/Plans,
and trained in the processes and procedures to
Travel &
be drilled.
Expenses,
Moulage,
Media,
Volunteer
Coordination
Functional
Functional Exercises (FE) are designed to
Preparation,
$75,000
validate and evaluate capabilities, multiple
Planning
functions and/or sub -functions, or
Meetings,
interdependent groups of fimctions. FEs are
Participants
typically focused on exercising plans, policies,
(30),
Facilitation
procedures, and staff members involved in
Hours,
management, direction, command, and control
Materials,
functions. An FE is conducted in a realistic,
site/Mgt.
real-time environment; however, movement of
Locations,
personnel and equipment is usually simulated.
Reporting/Plans,
Travel &
Expenses
Full -Scale
Full -Scale Exercises (FSE) are typically the
Preparation,
$150,000
most complex and resource -intensive type of
Planning
exercise. They involve multiple agencies,
Meetings,
organizations, and jurisdictions and validate
Participants (30-
many facets of preparedness. FSEs often
50), Facilitation,
include many players operating under
Hours,
Materials,
cooperative systems such as the Incident
Site/Mgt.
Command System (ICS) or Unified Command.
Locations,
In an FSE, events are projected through an
Reporting/Plans,
exercise scenario with event updates that drive
Travel &
activity at the operational level. FSEs are
Expenses,
usually conducted in a real-time, stressfixl
Moulage,
environment that is intended to mirror a real
Media,
incident. Throughout the duration of the
Volunteer
exercise, many activities occur simultaneously.
Coordination
20A-93
Exhibit 4
AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES
FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS -NEEDED BASIS
THIS AGREEMENT is made and entered into this 1st day of December, 2020, by and between
Security Solutions International Inc. ("Contractor"), and the City of Santa Ana, a charter city and
municipal corporation organized and existing under the Constitution and laws of the State of
California ("City").
RECITALS
A. On August 10, 2020, the Santa Ana Police Department ("SAPD") issued Request for
Qualifications No. 20-062 ("RFQ"), by which it sought to identify and qualify suitable
vendors capable of delivering a broad choice of homeland security -related training courses
and exercises conducted by professionals in the fields of law, fire, public health,
emergency management and cybersecurity.
B. These courses are in support of the Anaheim/Santa Ana Urban Area ("ASAUA")
Homeland Security Regional Training and Exercise Program and will be funded by a grant
awarded to the City by the United States Department of Homeland Security's Urban Areas
Security Initiative ("UASI") and administered by SAPD. The ASAUA consists of the
incorporated cities in Orange County and the police departments of the University of
California, Irvine, California State University, Fullerton, and community colleges in the
County of Orange.
C. Through SAPD, the training and exercise programs will be made available to agencies in
the ASAUA on an as -needed basis to enhance domestic preparedness for acts of terrorism.
D. Contractor submitted a responsive proposal that was among those selected by the City.
E. In undertaking the performance of this Agreement, Contractor represents that it is
knowledgeable in its field and that any services performed by Contractor under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
On an as -needed basis, and at the sole discretion of City, Contractor shall conduct the
training and/or exercise programs described in the scope of services provided in the RFQ and
attached hereto as Exhibit A. Contractor's proposal is incorporated by reference as though fully
set forth herein. In the performance of all services, Contractor shall comply and provide the
required training/classes and exercises attached hereto as Exhibit B.
20A-94 Page 1 of 12
2. CHANGE ORDERS/AMENDMENTS
a. To maintain flexibility that allows first responders to address emerging and
unforeseeable threats, the ASAUA Homeland Security Regional Training and Exercise
Program will utilize a Change Order provision to request other training and exercise
courses at the City's request. Change Orders will be used to approve training and/or
exercises and can modify the existing scope of work for specialty and other ad -hoc
training and exercises on an as needed basis. Change Orders will be drafted by the
UASI Grant Coordinator, reviewed and approved by the Contractor, then forwarded to
the Chief of Police and the City Manager for the City of Santa Ana or their designees
for approval.
b. Any change order that contains any terms contrary to services provided within this
Agreement shall be void, unless City and Consultant have expressly agreed in a writing,
requiring approval by the City Manager and the City Attorney's office. Consultant
agrees and understands that substantive changes to the terms of the Agreement are
subject to approval by the City Council.
3. COMPENSATION
a. City neither warrants nor guarantees any minimum or maximum compensation to
Contractor under this Agreement. Contractor shall be paid only for actual services
performed under this Agreement at the rates and charges identified in Exhibit B.
Any compensation payable to Contractor shall be paid from a portion of the above -
referenced UASI grant awarded to the City in the amount of $3,147,600, which
shall serve as the total amount payable for all training and exercise programs
supplied under RFQ No. 20-062.
b. Payment by City shall be made within forty-five (45) days following receipt of
proper invoice evidencing work performed, subject to City accounting procedures.
Payment need not be made for work that fails to meet the standards of performance
set forth in the Recitals which may reasonably be expected by City.
4. TERM
This Agreement shall commence on the date stated above and continue through November
30, 2023, unless terminated earlier in accordance with Section 18, below. The term of this
Agreement may be extended for up to two (2) one (1) year period upon a writing executed by the
City Manager and the City Attorney and subject to funding.
5. INDEPENDENT CONTRACTOR
Contractor shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor shall
it be construed to create an employer -employee relationship, a joint venture relationship, or to
allow the City to exercise discretion or control over the professional manner in which Contractor
20A-95 Page 2 of 12
performs the services which are the subject matter of this Agreement; however, the services to be
provided by Contractor shall be provided in a manner consistent with all applicable standards and
regulations governing such services. Contractor shall pay all salaries and wages, employer's social
security taxes, unemployment insurance and similar taxes relating to employees and shall be
responsible for all applicable withholding taxes.
6. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property
embodied in plans, specifications, studies, drawings, estimates, and other documents or works of
authorship fixed in any tangible medium of expression, including but not limited to, physical
drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or
caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor
shall require all subcontractors to agree in writing that City is granted a non-exclusive and
perpetual license for any Documents & Data the subcontractor prepares under this Agreement.
Contractor represents and warrants that Contractor has the legal right to license any and all
Documents & Data. Contractor makes no such representation and warranty in regard to
Documents & Data which were provided to Contractor by the City. City shall not be limited in
any way in its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
7. INSURANCE
Prior to undertaking performance of work under this Agreement, Contractor shall maintain
and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance. Contractor shall maintain commercial
general liability insurance naming the City, its officers, employees, agents,
volunteers and representatives as additional insured(s) and shall include, but not be
limited to protection against claims arising from bodily and personal injury,
including death resulting therefrom and damage to property, resulting from any act
or occurrence arising out of Contractor's operations in the performance of this
Agreement, including, without limitation, acts involving vehicles. The amounts of
insurance shall be not less than the following: single limit coverage applying to
bodily and personal injury, including death resulting therefrom, and property
damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the
aggregate. Such insurance shall (a) name the City, its officers, employees, agents,
volunteers and representatives as additional insured(s); (b) be primary and not
contributory with respect to insurance or self-insurance programs maintained by
the City; and (c) contain standard separation of insureds provisions.
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include
coverage for owned, hired and non -owned automobiles.
20A-96 Page 3 of 12
C. Worker's Compensation Insurance. hi accordance with the California Labor Code,
Contractor, if Contractor has any employees, is required to be insured against
liability for worker's compensation or to undertake self-insurance. Prior to
commencing the performance of the work under this Agreement, Contractor agrees
to obtain and maintain any employer's liability insurance with limits not less than
$1,000,000 per accident.
d. If Contractor is or employs a licensed professional such as an architect or engineer:
Professional liability (errors and omissions) insurance, with a combined single limit
of not less than $1,000,000 per claim with $2,000,000 in the aggregate.
e. The following requirements apply to the insurance to be provided by Contractor
pursuant to this section:
(i) Contractor shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved by the City.
(iii) Certificates and policies shall state that the policies shall not be canceled or
reduced in coverage or changed in any other material aspect without thirty
(30) days prior written notice to the City.
(iv) Contractor shall supply City with a fully executed additional insured
endorsement.
f. If Contractor fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has
been procured and is in force and paid for, the City shall have the right, at the City's
election, to terminate this Agreement. Such termination shall not affect
Contractor's right to be paid for its time and materials expended prior to notification
of termination. Contractor waives the right to receive compensation and agrees to
indemnify the City for any work performed prior to approval of insurance by the
City.
8. INDEMNIFICATION
Contractor agrees to and shall indemnify, defend, and hold harmless the City, its officers,
agents, employees, consultants, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including death, and claims for property damage, which may arise from the
negligence or willful misconduct of the Contractor or its, subcontractors, agents, employees, or
other persons acting on their behalf which relates to the services described in section I of this
Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution,
judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement.
20A-97 Page 4 of 12
This indemnity and hold harmless agreement applies to all claims for damages, just compensation,
restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the
events referred to in this Section or by reason of the terms of, or effects, arising from this
Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the
defense of the City, including fees and costs for special counsel to be selected by the City,
regarding any action by a third party challenging the validity of this Agreement, or asserting that
personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal
or property rights arises by reason of the terms of, or effects arising from this Agreement. City
may make all reasonable decisions with respect to its representation in any legal
proceeding. Contractor's indemnification obligations in this section shall survive expiration of
this Agreement.
9. INTELLECTUAL PROPERTY INDEMNIFICATION
Contractor shall defend, indemnify, and hold harmless City, its officers, agents,
representatives, and employees against any and all liability or losses, including costs and attorney's
fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or
contained in the work product or documents provided or used by Contractor under this Agreement.
10. CONFORMITY WITH LAW AND SAFETY
In performing any 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 provisions of the California Occupational Safety and Health Act. Contractor shall
indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and
consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and
regulations.
11. RECORDS
Contractor shall keep records and invoices in connection with the work to be performed
under this Agreement. Contractor shall maintain complete and accurate records with respect to
the costs incurred under this Agreement and any services, expenditures, and disbursements
charged to the City for a minimum period of three (3) years, or for any longer period required by
law, from the date of final payment to Contractor under this Agreement. All such records and
invoices shall be clearly identifiable. Contractor shall allow a representative of the City to
examine, audit, and make transcripts or copies of such records and any other documents created
pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all
work, data, documents, proceedings, and activities related to this Agreement for a period of three
(3) years from the date of final payment to Contractor under this Agreement.
12. CONFIDENTIALITY
If Contractor receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Contractor agrees that
20A-98 Page 5 of 12
it shall not use or disclose such information except in the performance of this Agreement, and
further agrees to exercise the same degree of care it uses to protect its own information of like
importance, but in no event less than reasonable care. "Confidential Information" shall include all
nonpublic information. Confidential information includes not only written information, but also
information transferred orally, visually, electronically, or by other means. Confidential
information disclosed to either party by any subsidiary and/or agent of the other party is covered
by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any
information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the
Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor
an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is
independently developed by the Contractor without reference to information disclosed by the City.
13. CONFLICT OF INTEREST CLAUSE
a. Contractor covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with the performance of services
specified under this Agreement.
b. The parties understand that outside parties, subject to receipt of financial benefit from
UASI funding, as noted in Recital Section B and the RFQ, are often utilized by the
ASA UASI as subject matter expert reviewing training and exercise proposals. To
avoid potential conflict of interest of engaging sub -contractors, subject to receipt of
financial benefit from UASI funding, shall not be engaged by the Contractor as a sub-
contractor to provide the services provided in this Agreement, or any change order or
amendment thereto.
14. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement
shall be in writing and shall be deemed to be properly given if delivered in person or mailed by
first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in
the manner provided in this Section, to the following persons:
To City: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax 714- 647-6956
With courtesy copies to:
Roland Andrade, Sergeant
UASI Grant Coordinator
Homeland Security Division
Santa Ana Police Department
20A-99 Page 6 of 12
To Contractor:
60 Civic Center Plaza
Santa Ana, CA 92701
Henry Morgenstern, President
Security Solutions International INC.
88005 Overseas Hwy 9 10- 109
Islamorada, FL. 33036
(786)573-3999
contact@homelandsecurityssi.com
A party may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by fax, communication shall be effective or deemed to have
been given twenty-four (24) hours after the time set forth on the transmission report issued by the
transmitting facsimile machine, addressed as set forth above. For purposes of calculating these
time frames, weekends, federal, state, County or City holidays shall be excluded.
15. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Contractor regarding the subject matter therein, and supersedes any and all other agreements, oral
or written, between the parties. In the event of a conflict between the terms of this Agreement and
any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be
modified except by written instrument signed by the City and by an authorized representative of
Contractor. The parties agree that any terms or conditions of any purchase order or other
instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not
bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, orally or otherwise, have been made by any
party, or anyone acting on behalf of any party, which are not embodied herein.
16. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
be construed to limit the City's ability to have any of the services which are the subject to this
Agreement performed by City personnel or by other consultants retained by City.
20A-100 Page 7 of 12
17. 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.
18. TERNIINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor
compensation for all services performed by Contractor prior to receipt of such notice of
termination, subject to the following conditions:
a. As a condition of such payment, City may require Contractor to deliver to the City
all work product completed as of such date, and in such case such work product
shall be the property of the City unless prohibited by law, and Contractor consents
to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work that fails to meet the standard of performance
specified in the Recitals of this Agreement.
19. NONDISCRINIINATION
Contractor shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
information, or military and veteran status, age, national origin, ancestry, or disability, as defined
and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
promotion, termination or other employment related activities or any services provided under this
Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all
applicable federal, state and local laws and regulations.
20. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
determined and governed by the laws of the State of California. Both parties further agree that
Orange County, California, shall be the venue for any action or proceeding that may be brought or
arise out of, in connection with or by reason of this Agreement.
21. PROFESSIONAL LICENSES
Contractor shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
and required by the laws and regulations of the United States, the State of California, the City of
20A-101 Page 8 of 12
Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and
in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
exemptions. Said inability shall be cause for termination of this Agreement.
22. CERTIFICATIONS
a. Debarment and Suspension. Contractor will comply, and all its subcontractors will
comply, with applicable federal suspension and debarment regulations including, but not limited
to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and
codified in 2 CFR Part 200.
b. Section 504 of the Rehabilitation Act of 1973. All recipients of federal funds must
comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds
recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise
qualified disabled person shall, solely by reason of disability be excluded from the participation
in, be denied the benefits of or be subject to discrimination, including discrimination in
employment, in any program or activity that receives or benefits from federal financial assistance.
Contractor agrees it will ensure that requirements of The Act shall be included in any agreements
with and be binding on all of its subcontractors, assignees, or successors.
C. Americans with Disabilities Act of 1990 (ADA). Contractor must comply with all
requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable.
d. Lobbying and Political Activity. None of the funds, materials, property, or services
provided directly or indirectly under this Agreement shall be used for any partisan political
activity, or to further the election or defeat of any candidate for public office, or otherwise in
violation of the provisions of the "Hatch Act".
e. Contractor will comply, and all its subcontractors will comply, with all applicable
lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et
seq., and agrees that none of the funds provided under this award may be expended by the
Contractor to pay any person to influence, or attempt to influence an officer or employee of any
agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member
of Congress in connection with any federal action concerning the award or renewal of any federal
contract, grant, loan, or cooperative agreement.
f. Contractor will comply, and all its subcontractors will comply, with all
requirements of the Byrd Anti -Lobbying Amendment (31 U.S.C. 1352), as applicable.
g. Non -Discrimination and Equal Opportunity. Contractor will comply, and all its
subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section
504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with
Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age
Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as
amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and
Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of
20A-1 02 Page 9 of 12
1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice
Non -Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of
Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or
State court, Federal or State administrative agency, or the Contractor makes a finding of
discrimination after a due process hearing on the grounds of race, color, religion, national origin,
sex, or disability against Contractor, Contractor will forward a copy of the findings to City, which
will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S.
Department of Justice.
h. Contractor will comply, and all its subcontractors will comply, with all requirements
of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment -Opportunity,"
as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department
of Labor regulations (41 CFR chapter 60), as applicable.
i. Contractor will comply, and all its subcontractors will comply, with all
requirements of the California Public Contract Code Section 10295.3, as applicable.
j. Contractor will comply, and all its subcontractors will comply, with all
requirements of the Copeland "Anti -Kickback" Act (18 U.S.C. 874) as supplemented in
Department of Labor regulations (29 CFR Part 3), as applicable.
k. Contractor will comply, and all its subcontractors will comply, with all
requirements of the Davis -Bacon Act (40 U. S.C. 276a to 276a-7) as supplemented by Department
of Labor regulations (29 CFR Part 5), as applicable.
1. Contractor will comply, and all its subcontractors will comply, with all
requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C.
327-330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable.
in. Contractor will comply, and all its subcontractors will comply, with all applicable
standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C.
1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the
Environmental Protection Agency regulations (40 CFR part 15), as applicable.
n. Contractor will comply, and all its subcontractors will comply, with all
requirements of the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871), (53 FR
8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable.
o. Contractor will comply, and all its subcontractors will comply, with all
requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act, as applicable.
p. Contractor agrees that the Department of Homeland Security shall have the
authority to seek patent rights for any process, product, invention or discovery developed and paid
for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable.
20 " -103 Page 10 of 12
q Contractor may copyright any books, publications or other copyrightable materials
developed in the course of or under this Agreement. However, the federal awarding agency, State
Administrative Agency (SAA), and City reserve a royalty -free, non-exclusive, and irrevocable
license to reproduce, publish or otherwise use, and to authorize others to use, for federal
government, SAA and/or City purpose:
(1) the copyright in any work developed through this Agreement; and
(2) any rights of copyright to which the Contractor purchases ownership with support
through this grant. The Federal government's, SAA's and City's rights identified above must be
conveyed to the publisher and the language of the publisher's release form must ensure the
preservation of these rights.
23. AUSCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the
power, authority and right to bind their respective parties to each of the terms of
this Agreement, and shall indemnify City fully, including reasonable costs and
attorney's fees, for any injuries or damages to City in the event that such authority
or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
[signature page to follow]
20 " -104 Page 11 of 12
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
Daisy Gomez
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By: a94=-=�
Tamara Bogosian
Senior Assistant City Attorney
RECOMMENDED FOR APPROVAL:
David Valentin
Chief of Police
CITY OF SANTA ANA
Kristine Ridge
City Manager
CONTRACTOR:
—U",-
By:Henry Morgenstern
Title: President
20 " -105 Page 12 of 12
I.
EXHIBIT A
SCOPE OF SERVICES
The specific requirements of this RFQ have been listed in two sections to allow proposers to
respond to either, the training courses component, the exercise component, or both. There is no
requirement the Proposer must respond to both components of the RFQ.
IL TRAINING COURSES
A. ASAUA currently requires training courses in the following specific disciplines:
• Law Enforcement/Tactical
• Fire/Emergency Medical
• Public Health
• Emergency Management
• Cyber Security
B. Contractor shall conduct training courses, which it has been successfully prequalified for, at
various locations/venues within the ASAUA.
C. Contractor shall prepare course flyers, register attendees, record attendance by signed roster,
provide certificates of completions, and verify course completion by the participants.
D. Contractor shall prepare and present specified training courses. Course material shall be
available at the time the training is provided for each of the training courses the proposer has
outlined in their SOQ.
E. All training courses presented must meet state and federal guidelines and be approved by Cal
OES and DHS for reimbursement under the Homeland Security Grant Program prior to
delivery. Refer to the Cal OES website at: http://www.caloes.ca.gov/cal-oes-
divisions/califomia-specialized-training-institute and the DHS website at:
https://www.fema.gov/training for further information regarding state and federal guidelines
for Department of Homeland Security grants. If any portion of the training course occurs
outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be
obtained from FEMA/Cal OES prior to delivery of the course. The EHP approval is location
specific and if an EHP approval is required, one must be obtained for each location where the
course is delivered. It shall be the responsibility of the Proposer to complete all of the forms
and documentation necessary to obtain the required approvals. Contractor shall ensure that,
when required, an Environmental Historic Preservation (EHP) approval has been issued to the
ASAUA before delivery of the training course. The ASAUA Homeland Security Regional
Training and Exercise Program Manager will assist the Proposer with the submission of the
requests for approval. The City shall not be billed for any costs associated with obtaining
these approvals.
20A-106
F. Contractor shall offer course content that satisfies the five preparedness priorities identified
in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for
reference.
G. Contractor shall provide all required training material, handouts, course syllabus and/or
written curriculum.
H. Contractor shall collect written survey comments/course evaluations from participants at the
conclusion of every course offered. Survey/course evaluations will be conducted in a manner
specified by the City. A standardized course survey form will be provided to the successful
proposers. A record of responses shall be maintained throughout the tern of the agreement
by Contractor, and organized by training course, date, instructor, etc. Frequently mentioned
comments shall be reported to City Project Manager. Electronic reporting shall be made
available to the City upon request.
I. City reserves the right to cancel training courses with fourteen (14) calendar days' notice of
delivery date. City shall not be charged for the class, travel costs, or training materials by
Contractor if cancellation occurs within this period.
J. City reserves the right to cancel training courses for student minimums not being met.
K. Contractor shall provide and assign high quality instructors on a consistent basis to deliver
the specified courses.
L. All instructors shall use the methods suggested by the training protocols established, such as
maintaining and updating each training syllabus; introducing and following objectives for
each class; completing training as described; and utilizing training aids such as audio/visual
systems.
M. Contractor and all its instructors shall provide immediate feedback to the City via the ASAUA
Homeland Security Regional Training and Exercise Program Manger regarding all customer
requests for new or additional services, or to report complaints.
N. Contractor will be paid for services rendered. Training days are generally eight (8) hours long
(e.g. 8:00 AM — 5:00 PM), including a one (1) hour lunch break. Schedule should include
regular breaks on a 50110 break ratio — for every fifty (50) minutes of instruction, there should
be a ten (10) minute break. Half days are defined as four (4) hours or less of instruction.
O. Training venues may be provided by the City or by hosting agencies based on the needs of
the course. Contractor must be able to secure training sites at any of the jurisdictions within
the ASAUA.
P. All Contractor -developed courses must be approved by California Office of Emergency
Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to
delivery. It is the responsibility of the Contractor to prepare all forms and documentation
necessary to obtain all course approvals at its cost. The ASAUA Homeland Security Regional
Training and Exercise Program Manager will assist Contractor with the submission of the
20A-107
requests for approval. The City shall not be billed for any costs associated with obtaining
these approvals.
Q. The anticipated start date of this agreement is Winter of 2020. Usage under agreements
awarded as a result of this RFQ will begin at this time.
R. Depending on the training or exercise, Contractor's instructors and courses may be required
to be California Peace Officer Standards & Training (POST) certified or California State Fire
Marshal approved. It shall be the responsibility of the Contractor to obtain all POST
certifications and California State Fire Marshal course approvals at its cost. The ASAUA
Homeland Security Regional Training and Exercise Program Manager will assist Contractor
with the submission of the requests for certifications and approval. The City shall not be
billed for any costs associated with obtaining these certifications and approvals.
S. A list of "approved" courses is available from Cal OES at www.caloes.ca.gov and a list of
Federal Emergency Management Agency (FEMA) approved classes is available at
w-ww.fema.gov/training
T. Contractors are responsible for providing all course materials and delivering it to the site(s)
of all training at their cost.
U. Contractor must work with the ASAUA Homeland Security Regional Training and Exercise
Program Manager and requesting agencies to coordinate the training calendar and venue.
V. When required, Contractor must obtain the applicable certifications for developed courses
before training begins. The need for certification will be determined by the ASAUA Training
& Exercise Program Manager. It shall be the responsibility of the Contractor to complete all
forms and documentation necessary to obtain the required certifications at its cost. The
ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the
Proposer with the submission of the requests for certification. The City shall not be billed for
any costs associated with obtaining these certifications.
W. Contractor will be required to obtain Emergency Medical Association (EMA) or Emergency
Management Institute (EMI) certification on developed courses at its cost if the course content
contains materials that require state and/or federal certification. The ASAUA Homeland
Security Regional Training and Exercise Program Manager will assist the Contractor with the
submission of the requests for certification. The City shall not be billed for any costs
associated with obtaining these certifications.
X. Contractor may not charge the City for materials brought to the class that are not utilized.
Y. Proposers may be selected to provide training based on their expertise within a specific
discipline.
• Law Enforcement/Tactical
• Fire/Emergency Medical
• Public Health
20A-108
• Emergency Management
• Cyber Security
Z. Contractors shall ensure that training participants are members of agencies or organizations
located or operating within the ASAUA, or have been approved by the ASAUA Training &
Exercise Program Manager or his designee.
III. DELIVERABLES / REPORTS FOR TRAINING COURSES
A. Course Surveys / Evaluations
Course surveys/evaluations results will be tabulated and scored by Contractor. Summary
of the results will be provided to the ASAUA Training & Exercise Program Manager.
Completed course survey/evaluation forms will be provided to the ASAUA Training &
Exercise Program Manager within 30 days of delivery of the training course.
B. Contractor must provide course flyers for all training courses to be delivered at its cost. The
City will manage distribution of such flyers.
C. Contractor must provide to the ASAUA Training & Exercise Program Manager all rosters
and sign -in sheets upon completion of the training course for all training courses delivered.
Contractor shall maintain a record of all original and electronic copies of all sign -in sheets.
Electronic copies of rosters and sign -in sheets must be submitted along with invoices issued
to City.
D. Contractor shall provide certificates of completion to all students that successfully complete
a training course at the conclusion of the training course and provide copies of the certificates
to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the
training course. Contractor shall maintain a record of all certificates provided students.
IV. QUANTITIES FOR TRAINING COURSES
Quantities listed herein are estimates and are not to be construed as a commitment. No minimum
or maximum is guaranteed or implied.
V. PRICING FOR TRAINING COURSES
A. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of
such lower price shall be extended to the City.
B. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included.
C. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be
used. There are no exceptions.
D. Pricing shall include any and all payment incentives available to the City.
20A-109
E. Proposers are advised that in the evaluation of costs, if applicable, it will be assumed the unit
price quoted is correct in the case of a discrepancy between the unit price and an extension.
F. Federal and State minimum wage laws apply. The City has no requirements for living wages.
The City is not imposing any additional requirements regarding wages.
VI. AWARD FOR TRAINING COURSES
A. City reserves the right to reject any or all responses that materially differ from any terms
contained in this RFQ, from any Exhibits attached hereto, or from any subsequent addenda;
to waive informalities and minor irregularities in responses received; and to provide an
opportunity for Proposers to correct minor and immaterial errors contained in their
submissions. The decision as to what constitutes a minor irregularity shall be made solely at
the discretion of the City.
B. The City reserves the right to award an agreement to a single Proposer or multiple Proposers.
C. The City has the right to decline to award an agreement or any part thereof for any reason.
D. City Council approval to award an Agreement pursuant to this RFQ will be required.
E. Any agreement must be negotiated, finalized, and approved by the recommend Contractor
prior to City Council approval.
F. RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda, and SOQs, may be
incorporated into and made a part of any agreement that may be awarded as a result of this
RFQ.
VII. METHOD OF ORDERING TRAINING COURSES
A. As training is required, subsequent solicitations in the form of requests for firm price
quotations and scope of work will be requested from Contractors with which the City has an
Agreement.
B. Individual order price quotations shall be provided upon request per project and shall include,
but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement
number, requestor name and phone number, ship to location, itemization of services with
complete description and price per item and a summary of total cost for services, shipping,
and tax.
C. Price quotations will be reviewed and Contractor(s) will be selected by the UASI Grant
Office. Purchase Orders (POs) will be issued upon approval of written itemized quotations
received from Contractor(s). The City shall not be obligated to accept the lowest priced
quotation, but will award individual projects in the best interests of the City after all factors
have been evaluated. City reserves the right to negotiate scope of work and pricing prior to
award of any project.
20A-110
D. POs will be transmitted electronically, and shall be the only authorization for the Contractor
to place an order.
E. POs and payments for service will be issued only in the name of the Contractor.
F. Contractor shall adapt to changes to the ordering method or ordering procedures as required
by the City during the term of the agreement.
G. Change orders shall be agreed upon by Contractor and City, and issued as needed in writing
by the City.
VIIL ACCOUNT MANAGER / SUPPORT STAFF FOR TRAINING COURSES
IX.
A. Proposer shall provide a dedicated, competent Account Manager who shall be responsible
for the City's account / agreement. The Account Manager shall receive all orders from the
City and shall be the primary contact for all issues regarding the Proposer's response to this
RFQ and any agreement which may arise pursuant to this RFQ.
B. Proposer shall also provide adequate, competent support staff that shall be able to service the
City during normal working hours (7:00 AM — 5:00 PM), Monday through Friday. Such
representative(s) shall be knowledgeable about the agreement, training offered, and able to
identify and resolve quickly any issues included, but not limited to order and invoicing
problems.
C. Contractor's Account Manager shall be familiar with City requirements and standards and
work with the City to ensure that established standards are adhered to.
D. Contractor's Account Manager shall keep the City and ASAUA Training & Exercise
Program Manager informed of requests from departments.
A. ASAUA requires seminars, workshops, tabletops, drills, functional, and full-scale exercises
in the following specific disciplines:
• Law Enforcement/Tactical
• Fire/Emergency Medical
• Public Health
• Emergency Management
• Cyber Security
B. Contractor shall conduct seminars, workshops, tabletops, drills, functional, and full-scale
exercises at various locations/venues within the ASAUA. All drills, functional and full scale
exercises will require an EHP approval from FEMA/Cal OES prior to delivery. It shall be
the responsibility of the Contractor to complete all forms and documentation necessary to
obtain the required EHP approvals at its cost. Contractor shall ensure that, when required, an
Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA
before delivery of any seminars, workshops, tabletops, drills, functional, and full-scale
20A-111
exercises. The ASAUA Homeland Security Regional Training and Exercise Program
Manager will assist Contractor with the submission of requests for approval.
C. All exercises must be conducted in a manner which adheres to all applicable state and federal
guidelines, including exercise design and development guidelines outlined in the HSEEP.
D. When conducting seminars, workshops, tabletops, drills, functional and full-scale exercises,
Contractor shall provide all required exercise consumables, printed materials, handouts, and
other materials such as, but not limited to, exercise manuals, special effects, actor moulage,
supplies, signage, etc. at its cost. The City shall not be billed nor will it accept requests for
reimbursements and/or billing.
E. Contractor shall provide and assign high quality personnel such as exercise designers,
directors, controllers, evaluators, and support personnel on a consistent basis to deliver the
specified seminars, workshops, tabletops, drills, functional, and full-scale exercises.
F. Contractor shall provide all multi -media devices necessary for presentations during seminars,
workshops, tabletops, drills, functional, full-scale exercises, and any planning meetings and
conferences.
G. Contractor and its exercise personnel shall provide immediate feedback to the City via the
ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all
customer requests for new or additional services or to report complaints.
H. Seminar, workshop, tabletop, drill, functional and full-scale exercise venues maybe provided
by the City or by hosting agencies based on the needs of the exercise. Contractor must be
able to secure exercise sites at any of the jurisdictions within the ASAUA.
Contractor is responsible for providing exercise materials and delivering it to the site(s) of
all seminars, workshops, tabletops, drills, functional and full-scale exercises at its cost. The
City shall not be billed nor will it accept requests for reimbursements and/or billing.
Contractor may not charge the City for materials brought to the seminars, workshops,
tabletops, drills, functional, and full-scale exercises that are not utilized.
K. Contractor shall ensure that exercise participants are members of agencies or organizations
located or operating within the ASAUA, or have been approved by the ASAUA Training &
Exercise Program Manager or his designee.
X. QUALIFICATIONS — HOMELAND SECURITY EXERCISE EXPERIENCE
The following elements outline the type of experience and expertise proposers should possess
related to the development and delivery of seminars, workshops, tabletops, drills, functional and
full-scale exercises. Proposers will document their experience and expertise in their SOQs.
ASAUA requires seminars, workshops, tabletops, drills, fixnctional and full-scale exercises in the
following specific disciplines:
20A-112
• Law Enforcement/Tactical
• Fire/Emergency Medical
• Public Health
• Emergency Management
• Cyber Security
A. Proposer should be experienced and proficient in the design and delivery of relevant
homeland security related seminars, workshops, tabletops, drills, functional and full-scale
exercises.
B. Proposer should have staff that is experienced and proficient in developing seminars,
workshops, tabletops, and drills, functional and full-scale exercises in accordance with
HSEEP guidelines.
C. Proposer should have staff that is experienced and proficient in conducting seminars,
workshops, tabletops, drills, functional and full-scale exercises in accordance with HSEEP
guidelines.
D. Proposer should have staff that is experienced and proficient in providing training to and
coordinating exercise evaluators, controllers, and Simulation Cell operators.
XI. DELIVERABLES / REPORTS FOR EXERCISES
A. Exercise Documents: Contractor shall provide all documents necessary to conduct seminars,
workshops, tabletops, drills, functional and full-scale exercises in accordance with HSEEP
guidelines. These documents should include, but not be limited to: Exercise Plan,
Controller/Evaluator Plan, Master Scenario Events List (MSEL), Exercise Evaluation
Guides, etc.
B. Contractor must provide rosters, sign -in sheets, and presentation materials for all planning
meetings conducted in support of all seminars, workshops, tabletops, drills, functional and
full-scale exercises and will deliver to the ASAUA Training & Exercise Program Manager
upon completion of the planning activity at its cost.
C. Contractor must complete After Action Reports (AARs) for all seminars, workshops,
tabletops, drills, functional and full-scale exercises. Copies of these AARs must be provided
to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars,
workshops, tabletops, drills, functional, and full-scale exercises.
D. Contractor must complete an Improvement Plan for each seminar, workshop, tabletop, drill,
functional and full-scale exercise delivered. Copies of the Improvement Plan will be
provided to the ASAUA Training & Exercise Coordinator within 60 calendar days of any
seminars, workshops, tabletops, drills, fimctional, and full-scale exercises.
E. Proposer shall upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans
into HSEEP within 60 calendar days of completing any exercise activity.
20A-113
XII. QUANTITIES FOR EXERCISES
Quantities listed herein are estimates and are not to be construed as a commitment. No minimum
or maximum is guaranteed or implied.
XIIL PRICING FOR EXERCISES
A. All price quotes offered during an informal request for quote process will remain firm for
the term of the resulting PO under the Agreement.
B. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of
such lower price shall be extended to the City.
C. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included.
D. Any price increase or decrease for subsequent contract terms may be negotiated between
Proposer and City only after completion of the initial term.
E. Taxes and freight charges:
The City is soliciting a total price per single delivery of each seminar, workshop,
tabletop, drill, functional, and full-scale exercise. The price quoted for each
seminar, workshop, tabletop, drill, functional, and full-scale exercise shall be the
total cost the City will pay including Sales, Use, or other taxes and all other
charges.
2. No charge for delivery, drayage, express, parcel post packing, cartage, insurance,
license fees, permits, costs of bonds, or any other purpose, except taxes legally
payable by City, will be paid by the City unless expressly included and itemized
in the SOQ.
3. Amount paid for transportation of property to the City of Santa Ana is exempt
from Federal Transportation Tax. An exemption certificate is not required where
the shipping papers show the consignee is the City of Santa Ana; as such papers
may be acceptable by the carrier as proof of the exempt character of the
shipment.
4. Articles sold to the City of Santa Ana are exempt from certain Federal excise
taxes. The City will furnish an exemption certificate.
F. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall
be used. There are no exceptions.
G. Price quotes shall include any and all payment incentives available to the City.
H. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit
price quoted is correct in the case of a discrepancy between the unit price and an extension.
20A-114
Federal and State minimum wage laws apply. The City has no requirements for living
wages. The City is not imposing any additional requirements regarding wages.
XIV. AWARD FOR EXERCISES
A. The City reserves the right to reject any or all responses that materially differ from any terms
contained in this RFQ or from any Exhibits attached hereto, to waive informalities and
minor irregularities in responses received, and to provide an opportunity for proposers to
correct minor and immaterial errors contained in their submissions. The decision as to what
constitutes a minor irregularity shall be made solely at the discretion of the City.
B. The City reserves the right to award to a single or multiple proposers.
C. The City has the right to decline to award an agreement or any part thereof for any reason.
D. City Council approval to award an Agreement will be required.
E. Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior
to City Council approval.
F. Final Agreement terms and conditions will be negotiated with the selected Contractors.
G. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's
SOQ, may be incorporated into and made a part of any agreement that may be awarded as
a result of this RFQ.
XV. METHOD OF ORDERING FOR EXERCISES
A. As exercises are required, subsequent solicitations in the form of requests for firm price
quotations and scope of work will be requested from Contractors with which the City has
an Agreement.
B. Contractors who have been qualified will be provided a scope of work for the desired
seminar, workshop, tabletop, drill, functional or full-scale exercise and requested to
provide a written quotation. These quotations will be reviewed and evaluated by the
ASAUA Grant Office. The City shall not be obligated to accept the lowest priced quotation,
but will award individual projects in the best interests of the City after all factors have been
evaluated. City reserves the right to negotiate scope of work and pricing prior to award of
any project.
C. Individual order price quotations shall be provided upon request per project and shall
include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana
agreement number, requestor name and phone number, ship to location, itemization of
services with complete description and price per item and a summary of total cost for
services, shipping, and tax.
D. Purchase Orders (POs) will be issued upon approval of written itemized quotations
received from the Contractor(s).
20A-115
E. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization
for the Contractor o place an order.
F. POs and payments for service will be issued only in the name of the Contractor.
G. Contractor shall adapt to changes to the ordering method or ordering procedures as required
by the City during the term of the agreement.
H. Change orders shall be agreed upon by Contractor and City and issued as needed in writing
by the City.
XVI. ACCOUNT MANAGER / SUPPORT STAFF FOR EXERCISES
A. Proposer shall provide a dedicated competent account manager who shall be responsible
for the City account / agreement. The account manager shall receive all orders from the
City and shall be the primary contact for all issues regarding the Proposer's response to
this RFQ and any agreement which may arise pursuant to this RFQ.
B. Proposer shall also provide adequate, competent support staff that shall be able to service
the City during normal working hours, Monday through Friday. Such representative(s)
shall be knowledgeable about the agreement, training offered, and able to identify and
resolve quickly any issues included, but not limited to order and invoicing problems.
C. Proposer account manager shall be familiar with City requirements and standards and work
with the City to ensure that established standards are adhered to.
Proposer account manager shall keep the City and ASAUA Training & Exercise Program
Manager informed of requests from departments as required.
XVIL INVOICING FOR TRAINING AND/OR EXERCISE COURSES
A. Contractor shall invoice the City, unless otherwise advised, upon satisfactory receipt of
performance of services.
B. City will use best efforts to make payments within forty-five (45) days following receipt and
review of invoice and upon complete satisfactory receipt of performance of services.
C. Invoices should be Emailed to:
Sgt. Roland Andrade
Santa Ana Police Department
Homeland Security Division / M-18
60 Civic Center Plaza
P.O. Box 1981
Santa Ana, CA 92701
Email: RAndrade2ksanta-ana.ora
D. City shall notify Contractor of any adjustments required to invoices.
20A-116
E. Invoices shall include, at minimum:
• City PO number (if applicable);
• Invoice number;
• Agreement number;
• Remit to address;
• Itemized services;
• Course description
• Pricing as per agreement;
• Instructor name;
• Number of participants;
• Course date(s); and
• Shall be accompanied by acceptable proof of delivery.
F. Contractor shall utilize standardized invoices upon request.
G. Invoices shall only be issued by the Contractor who is awarded an agreement.
H. Payments will be issued to and invoices must be received from the same Contractor whose
name is specified on the POs.
20A-117
COSTS — TRAINING CLASSES AND EXERCISES
TRAINING
Discipline Codes: Law Enforcement — LE, Fire — F, Emergency Medical Services — EMS,
Emergency Management — EM, Public Health — PH, Other Discipline — OD
Course Title
Description
Total
Course
Cost
(Estimated)
Behavioral and Predictive
This course is designed to effectively train a
$14,400
Analysis
variety of different personnel in how to detect
behavioral anomalies in crowds by utilizing
Israeli and global best practices developed
originally for airport security, now available for
your personnel in a wide variety of customized
course offerings.
Operational Response to
After attending this program, participants will
$14,400
Mass Casualty Incidents
understand and recognize the fundamentals of
mass casualty situations in public health
emergencies and define the significance of
medical treatment during such situations.
Multiple Assault Counter
Multiple Assault Counter Terrorism Action
$9,950
Terrorism Action Capability
Capability (MACTAC) is the new tactical
(MACTAC)
philosophy offering extreme flexibility to your
department's or agency's response to any Active
Shooter situation. MACTAC is a scalable
response to the full spectrum of Active Shooter
events and allows department leaders the
confidence of relying on experts to design your
response while maintaining the ability to
respond to additional attacks. MACTAC
Officers Course builds on what your officers
already know: established Active Shooter
Tactics. This advanced program trains the First
Responder and First Responding Supervisory
personnel in the ability to act rapidly and
significantly and makes your personnel
proficient in working in a Contact Team and
familiar with Squad concepts.
20A-118
Advanced Homeland
This program is designed for Law Enforcement
$4600 per
Security Training in Israel
and Security Professionals with the appropriate
participant
background and experience to take part in this
memorable mission to study advanced topics in
Homeland Security while visiting Haifa, the
Northern Border, Tel Aviv, Jerusalem,
Bethlehem, and the Dead Sea.
SWAT Counter Terror Unit
The scope of this training program is to teach
$9,950
Operations and Explosives
SWAT and SOP team members how to conduct
Mitigation
an operation with special characteristics peculiar
to high threat crime and terrorist incidents with
the objective of accomplishing the mission,
when there are hostages involved, IEDs, booby
traps, or suicide terrorists, with maximum safety
for citizens, team members and surrounding
assets.
20A-119
Exhibit 5
AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES
FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS -NEEDED BASIS
THIS AGREEMENT is made and entered into this 1st day of December, 2020, by and between
SenseMakers LLC ("Contractor"), and the City of Santa Ana, a charter city and municipal
corporation organized and existing under the Constitution and laws of the State of California
("City").
RECITALS
A. On August 10, 2020, the Santa Ana Police Department ("SAPD") issued Request for
Qualifications No. 20-062 ("RFQ"), by which it sought to identify and qualify suitable
vendors capable of delivering a broad choice of homeland security -related training courses
and exercises conducted by professionals in the fields of law, fire, public health,
emergency management and cybersecurity.
B. These courses are in support of the Anaheim/Santa Ana Urban Area ("ASAUA")
Homeland Security Regional Training and Exercise Program and will be funded by a grant
awarded to the City by the United States Department of Homeland Security's Urban Areas
Security Initiative ("UASI") and administered by SAPD. The ASAUA consists of the
incorporated cities in Orange County and the police departments of the University of
California, Irvine, California State University, Fullerton, and community colleges in the
County of Orange.
C. Through SAPD, the training and exercise programs will be made available to agencies in
the ASAUA on an as -needed basis to enhance domestic preparedness for acts of terrorism.
D. Contractor submitted a responsive proposal that was among those selected by the City.
E. In undertaking the performance of this Agreement, Contractor represents that it is
knowledgeable in its field and that any services performed by Contractor under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting fuxn in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
On an as -needed basis, and at the sole discretion of City, Contractor shall conduct the
training and/or exercise programs described in the scope of services provided in the RFQ and
attached hereto as Exhibit A. Contractor's proposal is incorporated by reference as though fully
set forth herein. In the performance of all services, Contractor shall comply and provide the
required training/classes and exercises attached hereto as Exhibit B.
20A-120 Page 1 of12
2. CHANGE ORDERS/AMENDMENTS
a. To maintain flexibility that allows first responders to address emerging and
unforeseeable threats, the ASAUA Homeland Security Regional Training and Exercise
Program will utilize a Change Order provision to request other training and exercise
courses at the City's request. Change Orders will be used to approve training and/or
exercises and can modify the existing scope of work for specialty and other ad -hoc
training and exercises on an as needed basis. Change Orders will be drafted by the
UASI Grant Coordinator, reviewed and approved by the Contractor, then forwarded to
the Chief of Police and the City Manager for the City of Santa Ana or their designees
for approval.
b. Any change order that contains any terms contrary to services provided within this
Agreement shall be void, unless City and Consultant have expressly agreed in a writing,
requiring approval by the City Manager and the City Attorney's office. Consultant
agrees and understands that substantive changes to the terms of the Agreement are
subject to approval by the City Council.
3. COMPENSATION
a. City neither warrants nor guarantees any minimum or maximum compensation to
Contractor under this Agreement. Contractor shall be paid only for actual services
performed under this Agreement at the rates and charges identified in Exhibit B.
Any compensation payable to Contractor shall be paid from a portion of the above -
referenced UASI grant awarded to the City in the amount of $3,147,600, which
shall serve as the total amount payable for all training and exercise programs
supplied under RFQ No. 20-062.
b. Payment by City shall be made within forty-five (45) days following receipt of
proper invoice evidencing work performed, subject to City accounting procedures.
Payment need not be made for work that fails to meet the standards of performance
set forth in the Recitals which may reasonably be expected by City.
4. TERM
This Agreement shall commence on the date stated above and continue through November
30, 2023, unless terminated earlier in accordance with Section 18, below. The term of this
Agreement may be extended for up to two (2) one (1) year period upon a writing executed by the
City Manager and the City Attorney and subject to funding.
5. INDEPENDENT CONTRACTOR
Contractor shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor shall
it be construed to create an employer -employee relationship, a joint venture relationship, or to
allow the City to exercise discretion or control over the professional manner in which Contractor
20A-121 Page 2 of 12
performs the services which are the subject matter of this Agreement; however, the services to be
provided by Contractor shall be provided in a manner consistent with all applicable standards and
regulations governing such services. Contractor shall pay all salaries and wages, employer's social
security taxes, unemployment insurance and similar taxes relating to employees and shall be
responsible for all applicable withholding taxes.
6. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property
embodied in plans, specifications, studies, drawings, estimates, and other documents or works of
authorship fixed in any tangible medium of expression, including but not limited to, physical
drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or
caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor
shall require all subcontractors to agree in writing that City is granted a non-exclusive and
perpetual license for any Documents & Data the subcontractor prepares under this Agreement.
Contractor represents and warrants that Contractor has the legal right to license any and all
Documents & Data. Contractor makes no such representation and warranty in regard to
Documents & Data which were provided to Contractor by the City. City shall not be limited in
any way in its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
7. INSURANCE
Prior to undertaking performance of work under this Agreement, Contractor shall maintain
and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance. Contractor shall maintain commercial
general liability insurance naming the City, its officers, employees, agents,
volunteers and representatives as additional insured(s) and shall include, but not be
limited to protection against claims arising from bodily and personal injury,
including death resulting therefrom and damage to property, resulting from any act
or occurrence arising out of Contractor's operations in the performance of this
Agreement, including, without limitation, acts involving vehicles. The amounts of
insurance shall be not less than the following: single limit coverage applying to
bodily and personal injury, including death resulting therefrom, and property
damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the
aggregate. Such insurance shall (a) name the City, its officers, employees, agents,
volunteers and representatives as additional insured(s); (b) be primary and not
contributory with respect to insurance or self-insurance programs maintained by
the City; and (c) contain standard separation of insureds provisions.
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include
coverage for owned, hired and non -owned automobiles.
20A-1 22 Page 3 of 12
C. Worker's Compensation Insurance. hi accordance with the California Labor Code,
Contractor, if Contractor has any employees, is required to be insured against
liability for worker's compensation or to undertake self-insurance. Prior to
commencing the performance of the work under this Agreement, Contractor agrees
to obtain and maintain any employer's liability insurance with limits not less than
$1,000,000 per accident.
d. If Contractor is or employs a licensed professional such as an architect or engineer:
Professional liability (errors and omissions) insurance, with a combined single limit
of not less than $1,000,000 per claim with $2,000,000 in the aggregate.
e. The following requirements apply to the insurance to be provided by Contractor
pursuant to this section:
(i) Contractor shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved by the City.
(iii) Certificates and policies shall state that the policies shall not be canceled or
reduced in coverage or changed in any other material aspect without thirty
(30) days prior written notice to the City.
(iv) Contractor shall supply City with a fully executed additional insured
endorsement.
f. If Contractor fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has
been procured and is in force and paid for, the City shall have the right, at the City's
election, to terminate this Agreement. Such termination shall not affect
Contractor's right to be paid for its time and materials expended prior to notification
of termination. Contractor waives the right to receive compensation and agrees to
indemnify the City for any work performed prior to approval of insurance by the
City.
8. INDEMNIFICATION
Contractor agrees to and shall indemnify, defend, and hold harmless the City, its officers,
agents, employees, consultants, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including death, and claims for property damage, which may arise from the
negligence or willful misconduct of the Contractor or its, subcontractors, agents, employees, or
other persons acting on their behalf which relates to the services described in section I of this
Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution,
judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement.
20A-123 Page 4 of 12
This indemnity and hold harmless agreement applies to all claims for damages, just compensation,
restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the
events referred to in this Section or by reason of the terms of, or effects, arising from this
Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the
defense of the City, including fees and costs for special counsel to be selected by the City,
regarding any action by a third party challenging the validity of this Agreement, or asserting that
personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal
or property rights arises by reason of the terms of, or effects arising from this Agreement. City
may make all reasonable decisions with respect to its representation in any legal
proceeding. Contractor's indemnification obligations in this section shall survive expiration of
this Agreement.
9. INTELLECTUAL PROPERTY INDEMNIFICATION
Contractor shall defend, indemnify, and hold harmless City, its officers, agents,
representatives, and employees against any and all liability or losses, including costs and attorney's
fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or
contained in the work product or documents provided or used by Contractor under this Agreement.
10. CONFORMITY WITH LAW AND SAFETY
In performing any 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 provisions of the California Occupational Safety and Health Act. Contractor shall
indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and
consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and
regulations.
11. RECORDS
Contractor shall keep records and invoices in connection with the work to be performed
under this Agreement. Contractor shall maintain complete and accurate records with respect to
the costs incurred under this Agreement and any services, expenditures, and disbursements
charged to the City for a minimum period of three (3) years, or for any longer period required by
law, from the date of final payment to Contractor under this Agreement. All such records and
invoices shall be clearly identifiable. Contractor shall allow a representative of the City to
examine, audit, and make transcripts or copies of such records and any other documents created
pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all
work, data, documents, proceedings, and activities related to this Agreement for a period of three
(3) years from the date of final payment to Contractor under this Agreement.
12. CONFIDENTIALITY
If Contractor receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Contractor agrees that
20 " -124 Page 5 of 12
it shall not use or disclose such information except in the performance of this Agreement, and
further agrees to exercise the same degree of care it uses to protect its own information of like
importance, but in no event less than reasonable care. "Confidential Information" shall include all
nonpublic information. Confidential information includes not only written information, but also
information transferred orally, visually, electronically, or by other means. Confidential
information disclosed to either party by any subsidiary and/or agent of the other party is covered
by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any
information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the
Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor
an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is
independently developed by the Contractor without reference to information disclosed by the City.
13. CONFLICT OF INTEREST CLAUSE
a. Contractor covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with the performance of services
specified under this Agreement.
b. The parties understand that outside parties, subject to receipt of financial benefit from
UASI funding, as noted in Recital Section B and the RFQ, are often utilized by the
ASA UASI as subject matter expert reviewing training and exercise proposals. To
avoid potential conflict of interest of engaging sub -contractors, subject to receipt of
financial benefit from UASI funding, shall not be engaged by the Contractor as a sub-
contractor to provide the services provided in this Agreement, or any change order or
amendment thereto.
14. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement
shall be in writing and shall be deemed to be properly given if delivered in person or mailed by
first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in
the manner provided in this Section, to the following persons:
To City: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax 714- 647-6956
With courtesy copies to:
Roland Andrade, Sergeant
UASI Grant Coordinator
Homeland Security Division
Santa Ana Police Department
20A-125 Page 6 of 12
To Contractor:
60 Civic Center Plaza
Santa Ana, CA 92701
Jim Bailey, President and CEO
SenseMakers LLC
2401 E. Katella Ave, Suite 610
Anaheim, CA. 92806
(657)223-8532
jim@sensemakersllc.com
A party may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by fax, communication shall be effective or deemed to have
been given twenty-four (24) hours after the time set forth on the transmission report issued by the
transmitting facsimile machine, addressed as set forth above. For purposes of calculating these
time frames, weekends, federal, state, County or City holidays shall be excluded.
15. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Contractor regarding the subject matter therein, and supersedes any and all other agreements, oral
or written, between the parties. In the event of a conflict between the terms of this Agreement and
any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be
modified except by written instrument signed by the City and by an authorized representative of
Contractor. The parties agree that any terms or conditions of any purchase order or other
instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not
bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, orally or otherwise, have been made by any
party, or anyone acting on behalf of any party, which are not embodied herein.
16. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
be construed to limit the City's ability to have any of the services which are the subject to this
Agreement performed by City personnel or by other consultants retained by City.
20A-126 Page 7 of 12
17. 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.
18. TERNIINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor
compensation for all services performed by Contractor prior to receipt of such notice of
termination, subject to the following conditions:
a. As a condition of such payment, City may require Contractor to deliver to the City
all work product completed as of such date, and in such case such work product
shall be the property of the City unless prohibited by law, and Contractor consents
to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work that fails to meet the standard of performance
specified in the Recitals of this Agreement.
19. NONDISCRINIINATION
Contractor shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
information, or military and veteran status, age, national origin, ancestry, or disability, as defined
and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
promotion, termination or other employment related activities or any services provided under this
Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all
applicable federal, state and local laws and regulations.
20. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
determined and governed by the laws of the State of California. Both parties further agree that
Orange County, California, shall be the venue for any action or proceeding that may be brought or
arise out of, in connection with or by reason of this Agreement.
21. PROFESSIONAL LICENSES
Contractor shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
and required by the laws and regulations of the United States, the State of California, the City of
20A-1 27 Page 8 of 12
Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and
in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
exemptions. Said inability shall be cause for termination of this Agreement.
22. CERTIFICATIONS
a. Debarment and Suspension. Contractor will comply, and all its subcontractors will
comply, with applicable federal suspension and debarment regulations including, but not limited
to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and
codified in 2 CFR Part 200.
b. Section 504 of the Rehabilitation Act of 1973. All recipients of federal funds must
comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds
recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise
qualified disabled person shall, solely by reason of disability be excluded from the participation
in, be denied the benefits of or be subject to discrimination, including discrimination in
employment, in any program or activity that receives or benefits from federal financial assistance.
Contractor agrees it will ensure that requirements of The Act shall be included in any agreements
with and be binding on all of its subcontractors, assignees, or successors.
C. Americans with Disabilities Act of 1990 (ADA). Contractor must comply with all
requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable.
d. Lobbying and Political Activity. None of the funds, materials, property, or services
provided directly or indirectly under this Agreement shall be used for any partisan political
activity, or to further the election or defeat of any candidate for public office, or otherwise in
violation of the provisions of the "Hatch Act".
e. Contractor will comply, and all its subcontractors will comply, with all applicable
lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et
seq., and agrees that none of the funds provided under this award may be expended by the
Contractor to pay any person to influence, or attempt to influence an officer or employee of any
agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member
of Congress in connection with any federal action concerning the award or renewal of any federal
contract, grant, loan, or cooperative agreement.
f. Contractor will comply, and all its subcontractors will comply, with all
requirements of the Byrd Anti -Lobbying Amendment (31 U.S.C. 1352), as applicable.
g. Non -Discrimination and Equal Opportunity. Contractor will comply, and all its
subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section
504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with
Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age
Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as
amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and
Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of
20A-1 28 Page 9 of 12
1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice
Non -Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of
Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or
State court, Federal or State administrative agency, or the Contractor makes a finding of
discrimination after a due process hearing on the grounds of race, color, religion, national origin,
sex, or disability against Contractor, Contractor will forward a copy of the findings to City, which
will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S.
Department of Justice.
h. Contractor will comply, and all its subcontractors will comply, with all requirements
of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment -Opportunity,"
as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department
of Labor regulations (41 CFR chapter 60), as applicable.
i. Contractor will comply, and all its subcontractors will comply, with all
requirements of the California Public Contract Code Section 10295.3, as applicable.
j. Contractor will comply, and all its subcontractors will comply, with all
requirements of the Copeland "Anti -Kickback" Act (18 U.S.C. 874) as supplemented in
Department of Labor regulations (29 CFR Part 3), as applicable.
k. Contractor will comply, and all its subcontractors will comply, with all
requirements of the Davis -Bacon Act (40 U. S.C. 276a to 276a-7) as supplemented by Department
of Labor regulations (29 CFR Part 5), as applicable.
1. Contractor will comply, and all its subcontractors will comply, with all
requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C.
327-330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable.
in. Contractor will comply, and all its subcontractors will comply, with all applicable
standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C.
1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the
Environmental Protection Agency regulations (40 CFR part 15), as applicable.
n. Contractor will comply, and all its subcontractors will comply, with all
requirements of the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871), (53 FR
8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable.
o. Contractor will comply, and all its subcontractors will comply, with all
requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act, as applicable.
p. Contractor agrees that the Department of Homeland Security shall have the
authority to seek patent rights for any process, product, invention or discovery developed and paid
for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable.
20A-129 Page 10 of 12
q Contractor may copyright any books, publications or other copyrightable materials
developed in the course of or under this Agreement. However, the federal awarding agency, State
Administrative Agency (SAA), and City reserve a royalty -free, non-exclusive, and irrevocable
license to reproduce, publish or otherwise use, and to authorize others to use, for federal
government, SAA and/or City purpose:
(1) the copyright in any work developed through this Agreement; and
(2) any rights of copyright to which the Contractor purchases ownership with support
through this grant. The Federal government's, SAA's and City's rights identified above must be
conveyed to the publisher and the language of the publisher's release form must ensure the
preservation of these rights.
23. AUSCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the
power, authority and right to bind their respective parties to each of the terms of
this Agreement, and shall indemnify City fully, including reasonable costs and
attorney's fees, for any injuries or damages to City in the event that such authority
or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
[signature page to follow]
20 " -130 Page 11 of 12
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
Daisy Gomez
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By:
"4==-=
Tamara Bogosian
Senior Assistant City Attorney
RECOMMENDED FOR APPROVAL:
David Valentin
Chief of Police
CITY OF SANTA ANA
Kristine Ridge
City Manager
CONTRACTOR:
n ` �
Jam-.E. 17o�,.C..�
By: James E. Bailey
Title: President and CEO
20A-131
Page 12 of 12
I.
EXHIBIT A
SCOPE OF SERVICES
The specific requirements of this RFQ have been listed in two sections to allow proposers to
respond to either, the training courses component, the exercise component, or both. There is no
requirement the Proposer must respond to both components of the RFQ.
IL TRAINING COURSES
A. ASAUA currently requires training courses in the following specific disciplines:
• Law Enforcement/Tactical
• Fire/Emergency Medical
• Public Health
• Emergency Management
• Cyber Security
B. Contractor shall conduct training courses, which it has been successfully prequalified for, at
various locations/venues within the ASAUA.
C. Contractor shall prepare course flyers, register attendees, record attendance by signed roster,
provide certificates of completions, and verify course completion by the participants.
D. Contractor shall prepare and present specified training courses. Course material shall be
available at the time the training is provided for each of the training courses the proposer has
outlined in their SOQ.
E. All training courses presented must meet state and federal guidelines and be approved by Cal
OES and DHS for reimbursement under the Homeland Security Grant Program prior to
delivery. Refer to the Cal OES website at: http://www.caloes.ca.gov/cal-oes-
divisions/califomia-specialized-training-institute and the DHS website at:
https://www.fema.gov/training for further information regarding state and federal guidelines
for Department of Homeland Security grants. If any portion of the training course occurs
outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be
obtained from FEMA/Cal OES prior to delivery of the course. The EHP approval is location
specific and if an EHP approval is required, one must be obtained for each location where the
course is delivered. It shall be the responsibility of the Proposer to complete all of the forms
and documentation necessary to obtain the required approvals. Contractor shall ensure that,
when required, an Environmental Historic Preservation (EHP) approval has been issued to the
ASAUA before delivery of the training course. The ASAUA Homeland Security Regional
Training and Exercise Program Manager will assist the Proposer with the submission of the
requests for approval. The City shall not be billed for any costs associated with obtaining
these approvals.
20A-132
F. Contractor shall offer course content that satisfies the five preparedness priorities identified
in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for
reference.
G. Contractor shall provide all required training material, handouts, course syllabus and/or
written curriculum.
H. Contractor shall collect written survey comments/course evaluations from participants at the
conclusion of every course offered. Survey/course evaluations will be conducted in a manner
specified by the City. A standardized course survey form will be provided to the successful
proposers. A record of responses shall be maintained throughout the term of the agreement
by Contractor, and organized by training course, date, instructor, etc. Frequently mentioned
comments shall be reported to City Project Manager. Electronic reporting shall be made
available to the City upon request.
I. City reserves the right to cancel training courses with fourteen (14) calendar days' notice of
delivery date. City shall not be charged for the class, travel costs, or training materials by
Contractor if cancellation occurs within this period.
J. City reserves the right to cancel training courses for student minimums not being met.
K. Contractor shall provide and assign high quality instructors on a consistent basis to deliver
the specified courses.
L. All instructors shall use the methods suggested by the training protocols established, such as
maintaining and updating each training syllabus; introducing and following objectives for
each class; completing training as described; and utilizing training aids such as audio/visual
systems.
M. Contractor and all its instructors shall provide immediate feedback to the City via the ASAUA
Homeland Security Regional Training and Exercise Program Manger regarding all customer
requests for new or additional services, or to report complaints.
N. Contractor will be paid for services rendered. Training days are generally eight (8) hours long
(e.g. 8:00 AM — 5:00 PM), including a one (1) hour lunch break. Schedule should include
regular breaks on a 50110 break ratio — for every fifty (50) minutes of instruction, there should
be a ten (10) minute break. Half days are defined as four (4) hours or less of instruction.
O. Training venues may be provided by the City or by hosting agencies based on the needs of
the course. Contractor must be able to secure training sites at any of the jurisdictions within
the ASAUA.
P. All Contractor -developed courses must be approved by California Office of Emergency
Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to
delivery. It is the responsibility of the Contractor to prepare all forms and documentation
necessary to obtain all course approvals at its cost. The ASAUA Homeland Security Regional
Training and Exercise Program Manager will assist Contractor with the submission of the
20A-133
requests for approval. The City shall not be billed for any costs associated with obtaining
these approvals.
Q. The anticipated start date of this agreement is Winter of 2020. Usage under agreements
awarded as a result of this RFQ will begin at this time.
R. Depending on the training or exercise, Contractor's instructors and courses may be required
to be California Peace Officer Standards & Training (POST) certified or California State Fire
Marshal approved. It shall be the responsibility of the Contractor to obtain all POST
certifications and California State Fire Marshal course approvals at its cost. The ASAUA
Homeland Security Regional Training and Exercise Program Manager will assist Contractor
with the submission of the requests for certifications and approval. The City shall not be
billed for any costs associated with obtaining these certifications and approvals.
S. A list of "approved" courses is available from Cal OES at www.caloes.ca.gov and a list of
Federal Emergency Management Agency (FEMA) approved classes is available at
w-ww.fema.gov/training
T. Contractors are responsible for providing all course materials and delivering it to the site(s)
of all training at their cost.
U. Contractor must work with the ASAUA Homeland Security Regional Training and Exercise
Program Manager and requesting agencies to coordinate the training calendar and venue.
V. When required, Contractor must obtain the applicable certifications for developed courses
before training begins. The need for certification will be determined by the ASAUA Training
& Exercise Program Manager. It shall be the responsibility of the Contractor to complete all
forms and documentation necessary to obtain the required certifications at its cost. The
ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the
Proposer with the submission of the requests for certification. The City shall not be billed for
any costs associated with obtaining these certifications.
W. Contractor will be required to obtain Emergency Medical Association (EMA) or Emergency
Management Institute (EMI) certification on developed courses at its cost if the course content
contains materials that require state and/or federal certification. The ASAUA Homeland
Security Regional Training and Exercise Program Manager will assist the Contractor with the
submission of the requests for certification. The City shall not be billed for any costs
associated with obtaining these certifications.
X. Contractor may not charge the City for materials brought to the class that are not utilized.
Y. Proposers may be selected to provide training based on their expertise within a specific
discipline.
• Law Enforcement/Tactical
• Fire/Emergency Medical
• Public Health
20A-134
• Emergency Management
• Cyber Security
Z. Contractors shall ensure that training participants are members of agencies or organizations
located or operating within the ASAUA, or have been approved by the ASAUA Training &
Exercise Program Manager or his designee.
III. DELIVERABLES / REPORTS FOR TRAINING COURSES
A. Course Surveys / Evaluations
Course surveys/evaluations results will be tabulated and scored by Contractor. Summary
of the results will be provided to the ASAUA Training & Exercise Program Manager.
Completed course survey/evaluation forms will be provided to the ASAUA Training &
Exercise Program Manager within 30 days of delivery of the training course.
B. Contractor must provide course flyers for all training courses to be delivered at its cost. The
City will manage distribution of such flyers.
C. Contractor must provide to the ASAUA Training & Exercise Program Manager all rosters
and sign -in sheets upon completion of the training course for all training courses delivered.
Contractor shall maintain a record of all original and electronic copies of all sign -in sheets.
Electronic copies of rosters and sign -in sheets must be submitted along with invoices issued
to City.
D. Contractor shall provide certificates of completion to all students that successfully complete
a training course at the conclusion of the training course and provide copies of the certificates
to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the
training course. Contractor shall maintain a record of all certificates provided students.
IV. QUANTITIES FOR TRAINING COURSES
Quantities listed herein are estimates and are not to be construed as a commitment. No minimum
or maximum is guaranteed or implied.
V. PRICING FOR TRAINING COURSES
A. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of
such lower price shall be extended to the City.
B. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included.
C. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be
used. There are no exceptions.
D. Pricing shall include any and all payment incentives available to the City.
20A-135
E. Proposers are advised that in the evaluation of costs, if applicable, it will be assumed the unit
price quoted is correct in the case of a discrepancy between the unit price and an extension.
F. Federal and State minimum wage laws apply. The City has no requirements for living wages.
The City is not imposing any additional requirements regarding wages.
VI. AWARD FOR TRAINING COURSES
A. City reserves the right to reject any or all responses that materially differ from any terms
contained in this RFQ, from any Exhibits attached hereto, or from any subsequent addenda;
to waive informalities and minor irregularities in responses received; and to provide an
opportunity for Proposers to correct minor and immaterial errors contained in their
submissions. The decision as to what constitutes a minor irregularity shall be made solely at
the discretion of the City.
B. The City reserves the right to award an agreement to a single Proposer or multiple Proposers.
C. The City has the right to decline to award an agreement or any part thereof for any reason.
D. City Council approval to award an Agreement pursuant to this RFQ will be required.
E. Any agreement must be negotiated, finalized, and approved by the recommend Contractor
prior to City Council approval.
F. RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda, and SOQs, may be
incorporated into and made a part of any agreement that may be awarded as a result of this
RFQ.
VII. METHOD OF ORDERING TRAINING COURSES
A. As training is required, subsequent solicitations in the form of requests for firm price
quotations and scope of work will be requested from Contractors with which the City has an
Agreement.
B. Individual order price quotations shall be provided upon request per project and shall include,
but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement
number, requestor name and phone number, ship to location, itemization of services with
complete description and price per item and a summary of total cost for services, shipping,
and tax.
C. Price quotations will be reviewed and Contractor(s) will be selected by the UASI Grant
Office. Purchase Orders (POs) will be issued upon approval of written itemized quotations
received from Contractor(s). The City shall not be obligated to accept the lowest priced
quotation, but will award individual projects in the best interests of the City after all factors
have been evaluated. City reserves the right to negotiate scope of work and pricing prior to
award of any project.
20A-136
D. POs will be transmitted electronically, and shall be the only authorization for the Contractor
to place an order.
E. POs and payments for service will be issued only in the name of the Contractor.
F. Contractor shall adapt to changes to the ordering method or ordering procedures as required
by the City during the term of the agreement.
G. Change orders shall be agreed upon by Contractor and City, and issued as needed in writing
by the City.
VIIL ACCOUNT MANAGER / SUPPORT STAFF FOR TRAINING COURSES
IX.
A. Proposer shall provide a dedicated, competent Account Manager who shall be responsible
for the City's account / agreement. The Account Manager shall receive all orders from the
City and shall be the primary contact for all issues regarding the Proposer's response to this
RFQ and any agreement which may arise pursuant to this RFQ.
B. Proposer shall also provide adequate, competent support staff that shall be able to service the
City during normal working hours (7:00 AM — 5:00 PM), Monday through Friday. Such
representative(s) shall be knowledgeable about the agreement, training offered, and able to
identify and resolve quickly any issues included, but not limited to order and invoicing
problems.
C. Contractor's Account Manager shall be familiar with City requirements and standards and
work with the City to ensure that established standards are adhered to.
D. Contractor's Account Manager shall keep the City and ASAUA Training & Exercise
Program Manager informed of requests from departments.
A. ASAUA requires seminars, workshops, tabletops, drills, functional, and full-scale exercises
in the following specific disciplines:
• Law Enforcement/Tactical
• Fire/Emergency Medical
• Public Health
• Emergency Management
• Cyber Security
B. Contractor shall conduct seminars, workshops, tabletops, drills, functional, and full-scale
exercises at various locations/venues within the ASAUA. All drills, functional and full scale
exercises will require an EHP approval from FEMA/Cal OES prior to delivery. It shall be
the responsibility of the Contractor to complete all forms and documentation necessary to
obtain the required EHP approvals at its cost. Contractor shall ensure that, when required, an
Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA
before delivery of any seminars, workshops, tabletops, drills, functional, and full-scale
20A-137
exercises. The ASAUA Homeland Security Regional Training and Exercise Program
Manager will assist Contractor with the submission of requests for approval.
C. All exercises must be conducted in a manner which adheres to all applicable state and federal
guidelines, including exercise design and development guidelines outlined in the HSEEP.
D. When conducting seminars, workshops, tabletops, drills, functional and fall -scale exercises,
Contractor shall provide all required exercise consumables, printed materials, handouts, and
other materials such as, but not limited to, exercise manuals, special effects, actor moulage,
supplies, signage, etc. at its cost. The City shall not be billed nor will it accept requests for
reimbursements and/or billing.
E. Contractor shall provide and assign high quality personnel such as exercise designers,
directors, controllers, evaluators, and support personnel on a consistent basis to deliver the
specified seminars, workshops, tabletops, drills, functional, and full-scale exercises.
F. Contractor shall provide all multi -media devices necessary for presentations during seminars,
workshops, tabletops, drills, functional, full-scale exercises, and any planning meetings and
conferences.
G. Contractor and its exercise personnel shall provide immediate feedback to the City via the
ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all
customer requests for new or additional services or to report complaints.
H. Seminar, workshop, tabletop, drill, functional and full-scale exercise venues maybe provided
by the City or by hosting agencies based on the needs of the exercise. Contractor must be
able to secure exercise sites at any of the jurisdictions within the ASAUA.
Contractor is responsible for providing exercise materials and delivering it to the site(s) of
all seminars, workshops, tabletops, drills, functional and full-scale exercises at its cost. The
City shall not be billed nor will it accept requests for reimbursements and/or billing.
Contractor may not charge the City for materials brought to the seminars, workshops,
tabletops, drills, functional, and full-scale exercises that are not utilized.
K. Contractor shall ensure that exercise participants are members of agencies or organizations
located or operating within the ASAUA, or have been approved by the ASAUA Training &
Exercise Program Manager or his designee.
X. QUALIFICATIONS — HOMELAND SECURITY EXERCISE EXPERIENCE
The following elements outline the type of experience and expertise proposers should possess
related to the development and delivery of seminars, workshops, tabletops, drills, functional and
full-scale exercises. Proposers will document their experience and expertise in their SOQs.
ASAUA requires seminars, workshops, tabletops, drills, fixnctional and full-scale exercises in the
following specific disciplines:
20A-138
• Law Enforcement/Tactical
• Fire/Emergency Medical
• Public Health
• Emergency Management
• Cyber Security
A. Proposer should be experienced and proficient in the design and delivery of relevant
homeland security related seminars, workshops, tabletops, drills, functional and full-scale
exercises.
B. Proposer should have staff that is experienced and proficient in developing seminars,
workshops, tabletops, and drills, functional and full-scale exercises in accordance with
HSEEP guidelines.
C. Proposer should have staff that is experienced and proficient in conducting seminars,
workshops, tabletops, drills, functional and full-scale exercises in accordance with HSEEP
guidelines.
D. Proposer should have staff that is experienced and proficient in providing training to and
coordinating exercise evaluators, controllers, and Simulation Cell operators.
XI. DELIVERABLES / REPORTS FOR EXERCISES
A. Exercise Documents: Contractor shall provide all documents necessary to conduct seminars,
workshops, tabletops, drills, functional and full-scale exercises in accordance with HSEEP
guidelines. These documents should include, but not be limited to: Exercise Plan,
Controller/Evaluator Plan, Master Scenario Events List (MSEL), Exercise Evaluation
Guides, etc.
B. Contractor must provide rosters, sign -in sheets, and presentation materials for all planning
meetings conducted in support of all seminars, workshops, tabletops, drills, functional and
full-scale exercises and will deliver to the ASAUA Training & Exercise Program Manager
upon completion of the planning activity at its cost.
C. Contractor must complete After Action Reports (AARs) for all seminars, workshops,
tabletops, drills, functional and full-scale exercises. Copies of these AARs must be provided
to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars,
workshops, tabletops, drills, functional, and full-scale exercises.
D. Contractor must complete an Improvement Plan for each seminar, workshop, tabletop, drill,
functional and full-scale exercise delivered. Copies of the Improvement Plan will be
provided to the ASAUA Training & Exercise Coordinator within 60 calendar days of any
seminars, workshops, tabletops, drills, fimctional, and full-scale exercises.
E. Proposer shall upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans
into HSEEP within 60 calendar days of completing any exercise activity.
20A-139
XII. QUANTITIES FOR EXERCISES
Quantities listed herein are estimates and are not to be construed as a commitment. No minimum
or maximum is guaranteed or implied.
XIIL PRICING FOR EXERCISES
A. All price quotes offered during an informal request for quote process will remain firm for
the term of the resulting PO under the Agreement.
B. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of
such lower price shall be extended to the City.
C. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included.
D. Any price increase or decrease for subsequent contract terms may be negotiated between
Proposer and City only after completion of the initial term.
E. Taxes and freight charges:
The City is soliciting a total price per single delivery of each seminar, workshop,
tabletop, drill, functional, and full-scale exercise. The price quoted for each
seminar, workshop, tabletop, drill, functional, and full-scale exercise shall be the
total cost the City will pay including Sales, Use, or other taxes and all other
charges.
2. No charge for delivery, drayage, express, parcel post packing, cartage, insurance,
license fees, permits, costs of bonds, or any other purpose, except taxes legally
payable by City, will be paid by the City unless expressly included and itemized
in the SOQ.
3. Amount paid for transportation of property to the City of Santa Ana is exempt
from Federal Transportation Tax. An exemption certificate is not required where
the shipping papers show the consignee is the City of Santa Ana; as such papers
may be acceptable by the carrier as proof of the exempt character of the
shipment.
4. Articles sold to the City of Santa Ana are exempt from certain Federal excise
taxes. The City will furnish an exemption certificate.
F. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall
be used. There are no exceptions.
G. Price quotes shall include any and all payment incentives available to the City.
H. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit
price quoted is correct in the case of a discrepancy between the unit price and an extension.
20A-140
Federal and State minimum wage laws apply. The City has no requirements for living
wages. The City is not imposing any additional requirements regarding wages.
XIV. AWARD FOR EXERCISES
A. The City reserves the right to reject any or all responses that materially differ from any terms
contained in this RFQ or from any Exhibits attached hereto, to waive informalities and
minor irregularities in responses received, and to provide an opportunity for proposers to
correct minor and immaterial errors contained in their submissions. The decision as to what
constitutes a minor irregularity shall be made solely at the discretion of the City.
B. The City reserves the right to award to a single or multiple proposers.
C. The City has the right to decline to award an agreement or any part thereof for any reason.
D. City Council approval to award an Agreement will be required.
E. Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior
to City Council approval.
F. Final Agreement terms and conditions will be negotiated with the selected Contractors.
G. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's
SOQ, may be incorporated into and made a part of any agreement that may be awarded as
a result of this RFQ.
XV. METHOD OF ORDERING FOR EXERCISES
A. As exercises are required, subsequent solicitations in the form of requests for firm price
quotations and scope of work will be requested from Contractors with which the City has
an Agreement.
B. Contractors who have been qualified will be provided a scope of work for the desired
seminar, workshop, tabletop, drill, functional or full-scale exercise and requested to
provide a written quotation. These quotations will be reviewed and evaluated by the
ASAUA Grant Office. The City shall not be obligated to accept the lowest priced quotation,
but will award individual projects in the best interests of the City after all factors have been
evaluated. City reserves the right to negotiate scope of work and pricing prior to award of
any project.
C. Individual order price quotations shall be provided upon request per project and shall
include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana
agreement number, requestor name and phone number, ship to location, itemization of
services with complete description and price per item and a summary of total cost for
services, shipping, and tax.
D. Purchase Orders (POs) will be issued upon approval of written itemized quotations
received from the Contractor(s).
20A-141
E. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization
for the Contractor o place an order.
F. POs and payments for service will be issued only in the name of the Contractor.
G. Contractor shall adapt to changes to the ordering method or ordering procedures as required
by the City during the term of the agreement.
H. Change orders shall be agreed upon by Contractor and City and issued as needed in writing
by the City.
XVI. ACCOUNT MANAGER / SUPPORT STAFF FOR EXERCISES
A. Proposer shall provide a dedicated competent account manager who shall be responsible
for the City account / agreement. The account manager shall receive all orders from the
City and shall be the primary contact for all issues regarding the Proposer's response to
this RFQ and any agreement which may arise pursuant to this RFQ.
B. Proposer shall also provide adequate, competent support staff that shall be able to service
the City during normal working hours, Monday through Friday. Such representative(s)
shall be knowledgeable about the agreement, training offered, and able to identify and
resolve quickly any issues included, but not limited to order and invoicing problems.
C. Proposer account manager shall be familiar with City requirements and standards and work
with the City to ensure that established standards are adhered to.
Proposer account manager shall keep the City and ASAUA Training & Exercise Program
Manager informed of requests from departments as required.
XVIL INVOICING FOR TRAINING AND/OR EXERCISE COURSES
A. Contractor shall invoice the City, unless otherwise advised, upon satisfactory receipt of
performance of services.
B. City will use best efforts to make payments within forty-five (45) days following receipt and
review of invoice and upon complete satisfactory receipt of performance of services.
C. Invoices should be Emailed to:
Sgt. Roland Andrade
Santa Ana Police Department
Homeland Security Division / M-18
60 Civic Center Plaza
P.O. Box 1981
Santa Ana, CA 92701
Email: RAndrade2ksanta-ana.ora
D. City shall notify Contractor of any adjustments required to invoices.
20A-142
E. Invoices shall include, at minimum:
• City PO number (if applicable);
• Invoice number;
• Agreement number;
• Remit to address;
• Itemized services;
• Course description
• Pricing as per agreement;
• Instructor name;
• Number of participants;
• Course date(s); and
• Shall be accompanied by acceptable proof of delivery.
F. Contractor shall utilize standardized invoices upon request.
G. Invoices shall only be issued by the Contractor who is awarded an agreement.
H. Payments will be issued to and invoices must be received from the same Contractor whose
name is specified on the POs.
20A-143
1*41110rn:l
COSTS — TRAINING CLASSES AND EXERCISES
TRAINING
Course Title
Description
Total Course
Cost
stimated
E/L -950 Incident
This course addresses all roles and
$13,795
Commander
responsibilities appropriate to a All -Hazards
Incident Commander operating in a local or
state -Level AHIMT. These responsibilities fall
into two categories: 1) responding to the
incident and command needs of the incident,
and 2) effectively fulfilling the position
responsibilities of on Incident Commander on
an AHIMT.
E/L -952 Public Information
This course addresses all roles and
$18,800
Officer
responsibilities appropriate to a All Hazards
Public Information Officer operating in a local
or state -level AHIMT. These responsibilities
fall into two categories: 1) responding to the
incident and command needs of the incident,
and 2) effectively fulfilling the position
responsibilities of a Public Information Officer
on an AHIMT or single resource.
E/L- 954 Safety Officer
This course addresses all roles and
$18,800
responsibilities appropriate to an All -Hazards
Safety Officer operating in a local or State -level
AHIMT or a single resource. These
responsibilities fall into two categories: 1)
responding to the incident and command needs
of the incident, and 2) effectively fulfilling the
position responsibilities of an Safety Officer on
an AHIMT or as a single resource.
E/L- 956 Liaison officer
This course addresses all roles and responsibilities
$17,999
appropriate to a Liaison Officer operating on local or
State -Level All -Hazards ICS Incident Management
Team. These responsibilities fall into two
categories: 1) responding to the incident and the
command needs of the incident, and 2) effectively
fulfilling the position responsibilities of a Liaison
Officer on an AHIMT.
E/L- 958 Operations Section
The goal of this professional development
$18,500
Chief
course is to provide the local and state -level
emergency responders with an overview of key
20A-144
duties and responsibilities of a Operations
Section Chief Type III in a Type III AHIMT.
E/L-960 Division Group
This course addresses all roles and
$15,500
Supervisor All Risk
responsibilities appropriate to a DIVS operating
in a local or state -level AHIMT or response.
Those responsibilities fall into two categories:
1 )responding to the incident and commend
needs of the incident, and 2) effectively
fulfilling the position responsibilities of a
Division or Group Supervisor.
E/L-962 Planning Section
This course addresses all roles and
$17,999
Chief
responsibilities appropriate to a All Hazards
Planning Section Chief operating in a local or
state -level All -Hazards Incident Management
Team. These responsibilities fall into two
categories: 1) managing the planning cycle and
2) tracking resources and incident status.
E/L-964 Situation Unit
This course addresses all roles and
$17,949
Leader
responsibilities appropriate to a All -Hazards
Situation Unit Leader operating in a local or
State -level AHIMT. These responsibilities fall
into two categories: Situation Unit Leader
duties: 1) processing information and
intelligence and 2 developing displays.
E/L-965 Resources Unit
This course addresses all roles and
$17,949
Leader
responsibilities appropriate to a All -Hazards
Resources Unit Leader operating in a local or
state -level AHIMT or as a single resource.
E/L-967 Logistics Section
This course addresses all roles and
$20,853
Chief
responsibilities appropriate to a Logistics
Section Chief operating on local or State -level
All Hazards ICS Incident Management Team.
These responsibilities fall into two categories:
Logistics Section Chief duties 1) responding to
the incident; and 2) effectively fulfilling the
position responsibilities of a Logistics Section
Chief on an All -Hazards ICS Incident
Management Team.
E/L-969 Communication
This course addresses all roles and
$17,949
Unit Leader
responsibilities appropriate to a COML
operating in a local or state -level AHIMT.
20A-145
E/L-970 Supply Unit Leader
Provide local and state -level emergency
$17,949
responders with an overview of key duties and
responsibilities of a Supply Unit Leader Type
III in a Type III All -Hazards Incident
Management Team (AHMT).
E/L-971 Facilities Unit
This course addresses s all roles and
$17,949
Leader
responsibilities appropriate to a Facilities Unit
Leader operating on a local or state -level
AHIMT.
E/L-973 Finance Section
This course addresses all roles and
$18,500
Chief
responsibilities appropriate to a Finance Section
Chief operating in a local or state -level AHIMT.
These responsibilities fall into two categories:
Finance Section Chief duties 1) managing the
Finance/Administration Section personnel and
2) managing the finances and administrative
responsibilities during an incident.
E/L-975 Finance/Admin
This course addresses all roles and
$17,949
Unit Leader
responsibilities appropriate to operating in one
of the Finance/Administration Unit Leader
positions on a local or state -level AHIMT or
single resource assignment. These
responsibilities fall into two categories: 1)
responding to the incident and the command
needs of the incident, and 2) effectively
fulfilling the position responsibilities of a
Finance Administration Unit Leader on an
AHIMT or as a single resource.
Emergency Operations
Despite the importance of EOC coordination
$5,604
Center (EOC) Action
and planning, there are few resources available
Planning (EOCAP) - CA-
for EOC personnel to improve their skills and
007 COMM
knowledge in
this area. This interactive one -day course
provides instruction on the EOC coordination
process with a focus on the role of the EOC
Management
Section and the inputs, processes, and outputs of
developing the EOC coordination plan. Students
receive instruction on the best practices and
tools
that feed the EOC coordination process and are
afforded the opportunity to apply their training
during hands-on activities.
20A-146
Emergency Operations
This course focuses on EOC Management and
$11,083
Center (EOC) Management
Operations. Content includes Multiagency
and Operations G775
Coordination, EOC design, how to staff,
activate and deactivate an EOC.
Performance Objectives
- Multiagency Coordination Systems (MACS)
and where EOCs fit into MACS per NIMS
- Factors to consider when staffing the EOC and
ways to organize staff
- NIMS requirements for interoperable and
redundant communications
- EOC information needs and equipment to
support those needs
- Analyze current EOC functions and alternate
EOCs
- Processes to activate and deactivate the EOC
- ICS/EOC interface
- Training and exercising your EOC personnel
Emergency Operations
The Situational Awareness and Common
$12,500
Center (EOC) Situational
Operational Picture for Emergency Operations
Awareness and Common
Centers Course is a 16-hour, classroom
Operation Picture
delivered, training course that is U.S.
Department of Homeland Security certified and
a CSTI Type III EOC Position Credentialing
requirement. The course is designed to build the
situational awareness and common operating
picture (SA/COP) skills, knowledge, and
capabilities of responders supporting all -hazards
response operations in the field and emergency
operations centers. In addition to SA/COP
instruction, the course also provides practical
strategies and tools to synchronize workflow
during the EOC action planning process
(Planning P). The training is a combination of
lecture, hands-on activities, and culminates with
an innovative, emergency management board
game that affords students the opportunity to
apply the SA/COP principles and tools in a
collaborative, teambuilding environment.
Emergency Planning
This course provides the students with training in the
$20,853
(G235)
fundamentals of the emergency planning process,
including the rationale behind planning. It will
develop the students' capacity for effective
participation in the all -hazard emergency operations
planning process to save lives and protect property
threatened by disaster.
20A-147
EOC Action Planning
Similar to the EOC Action Planning course but
$20,853
(G626)
truncated, this courses focuses on the
fundamentals of the EOC Action Planning
process.
EOC Management and
This course focuses on EOC Management and
$11,083
Operations (G775)
Operations. Content includes Multiagency
Coordination, EOC design, how to
staff, activate and deactivate an EOC.
Performance Objectives
- Multiagency Coordination Systems (MACS)
and where EOCs fit into MACS per NIMS
- Factors to consider when staffing the EOC and
ways to organize staff
- NIMS requirements for interoperable and
redundant communications
- EOC information needs and equipment to
support those needs
- Analyze current EOC functions and alternate
EOCs
- Processes to activate and deactivate the EOC
- ICS/EOC interface
- Training and exercising your EOC personnel
Essential EOC
This training module focuses on key Emergency
$7,023
Section/Planning Training -
Operations Center (EOC) positions within the
Finance and Administration
Finance & Admin Section based on the state
(G110-F)
OES EOC Section/Position credentialing
document.
Essential EOC
This training module focuses on key Emergency
$7,023
Section/Planning Training -
Operations Center (EOC) positions within the
Logistics (G110-L)
Logistics Section based on the state OES EOC
Section/Position credentialing document.
Essential EOC
This training module focuses on key Emergency
$7,023
Section/Planning Training -
Operations Center (EOC) positions within the
Management (GI I0-M)
Management Section based on the state OES
EOC Section/Position credentialing document.
Essential EOC
This training module focuses on key Emergency
$7,023
Section/Planning Training -
Operations Center (EOC) positions within the
Operations (G110-O)
Operations Section based on the state OES EOC
Section/ Position credentialing document.
Essential EOC
This training module focuses on key Emergency
$7,023
Section/Planning Training -
Operations Center (EOC) positions within the
Planning and Intelligence
Planning and Intel Section based on the state
(G110-P)
OES EOC Section/Position credentialing
document.
20A-148
Essential EOC Action
This course is intended to state certify
$9,873
Planning TTT (G626)
instructors so they can offer the CSTI/Cal OES
approved Essentials of Action Planning Course.
Once the instructor is certified as an Outreach
Instructor, he/she will be able to request state
certification from CSTI/Cal OES for the
students attending the "Outreach" Essentials of
Action Planning Course.
G-191: ICS/EOC Interface
The goal of this professional development
$9,195
Workshop
course, E/L/G 0191 Emergency Operations
Center/Incident Command System Interface, is
to enable the students to develop an effective
interface between the Incident
Command/Unified Command and the
Emergency Operations Center by applying
National Incident Management System
principles. Selection Criteria: The intended
audience(s) are federal, state, tribal, territorial,
local level, private industry, volunteer and
nongovernmental emergency management
personnel who are active in a community's ICS
and EOC activities. This course works best
when delivered to combined audience of ICS
and EOC personnel. The materials were
developed with the assumption that audience
members may have little or no actual experience
as a member of an Incident Command Post staff
or an EOC Staff.
G290/G291 Basic Public
The course will enable the participants to
$13,500
Information Officer and
develop an effective interface between the
Joint Information
Incident Command and the Emergency
System/Joint Information
Operations Center (EOC) by applying Incident
Center
Command (ICS) principles.
I-100: Introduction to the
The 8-hour course provides training and
$5,604
Incident Command System
resources, for first -responder personnel who
require an introduction to the Incident
Command System. The course is designed to
enable personnel to operate efficiently during an
incident or event within the ICS, SEMS, or
NIMS.
I-200: Basic Incident
This 8-hour course provides training and
$5,802
Command System for Initial
resources for first responder personnel who
Response
require a basic understanding of the Incident
Command System (ICS). The course is
designed to expand upon information covered in
the ICS 100 (Introductory) Course and enable
20A-149
personnel to operate more efficiently during on
incident or event within the ICS, SEMS, and,
NIMS.
I-300: Intermediate ICS for
This 20-hour course provides training and
$9,942
Expanding Incidents
resources for personnel who require advanced
application of the Incident Command System
(ICS). This course expands upon information
covered in ICS 100 and 200 courses. The course
also allows those identified personnel,
including public health personnel, to comply
with ICS level 300 training.
I-400: Advanced ICS for
This 16-hour course provides training and
$8,502
Command and General Staff
resources for personnel who require advanced
understanding and application of the Incident
Command System (ICS). This course expands
upon information covered in the ICS 300
course.
I-700: National Incident
This course provides an overview of the
$2,500
Management System, An
National Incident Management System (NIMS).
Introduction
The National Incident Management System
defines the comprehensive approach guiding the
whole community - all levels of government,
nongovernmental organizations (NGO), and the
private sector - to work together seamlessly to
prevent, protect against, mitigate, respond to,
and recover from the effects of incidents. The
course provides learners with a basic
understanding of NIMS concepts, principles,
and components.
I-800: National Response
The goal of the IS-0800.d, National Response
$2,500
Framework, An
Framework, An Introduction, is to provide
Introduction
guidance for the whole community. Within this
broad audience, the National Response
Framework focuses especially on those who are
involved in delivering and applying the
response core capabilities
20A-150
0-305 - Type 3 Incident
Management Training
This course serves as a basic introduction to the
activities and processes of a Type 3 All -Hazards
Incident Management Team (AHIMT), enabling
them to be better prepared to support large scale
or complex operations in their communities.
This course meets the needs of the National
Incident Management System (NIMS) and the
National Response Framework (NRF) while
focusing on the importance of developing and
operating as a functional USFA Type 3 AHIMT
and will assist individual responders to perform
as viable team members.
$33,433
Situational Awareness (SA)
The Situational Awareness and Common
$12,500
and Common Operating
Operational Picture for Emergency Operations
Picture (COP) Course
Centers Course is a 16-hour, classroom
delivered, training course that is U.S.
Department of Homeland Security certified and
a CSTI Type III EOC Position Credentialing
requirement. The course is designed to build the
situational awareness and common operating
picture (SA/COP) skills, knowledge, and
capabilities of responders supporting all -hazards
response operations in the field and emergency
operations centers. In addition to SA/COP
instruction, the course also provides practical
strategies and tools to synchronize workflow
during the EOC action planning process
(Planning P). The training is a combination of
lecture, hands-on activities, and culminates with
an innovative, emergency management board
game that affords students the opportunity to
apply the SA/COP principles and tools in a
collaborative, tearnbuilding environment.
20A-151
EXERCISES
A) Discussion -Based Exercises - focus on strategic, policy -oriented issues; facilitators and/or
presenters usually lead the discussion, keeping participants on track towards meeting exercise
objectives. (*Note: Estimated costs are example costs only and depict a range that an
exercise may fall within. Actual costs can vary and is dependent on the size, scope, and
variables involved with a particular exercise)
Exercise Type
Description
Range of Cost
(Estimated)
Seminar
Seminars generally orient participants to, or
$20,000
provide an overview of, authorities, strategies,
plans, policies, procedures, protocols, resources,
concepts, and ideas. Seminars can be valuable
for entities that are developing or making major
changes to existing plans or procedures.
Workshop
Although similar to seminars, workshops differ
$20,000
in two important aspects: 1. participant
interaction is increased, and 2. focus is placed
on achieving or building a product. To be
effective, workshops should have clearly
defined objectives, products, or goals, and
should focus on a specific issue.
Tabletop
Tabletop Exercises (TTX) are intended to
$25,000
generate discussion of various issues regarding
a hypothetical simulated emergency. They can
be used to enhance general awareness, validate
plans and procedures, rehearse concepts, and/or
assess the types of systems needed to guide the
prevention of, protection from, mitigation of,
response to, and recovery from a defined
incident. The effectiveness of a TTX is derived
from the energetic involvement of participants
and their assessment of recommended revisions
to current policies, procedures, and plans;
therefore facilitation is critical to keeping
participants focused on exercise objectives.
20A-152
B) Operation -Based Exercises - used to validate plans, policies, agreements, and procedures;
clarify roles and responsibilities; and identify resource gaps. Exercises are characterized by
actual reaction to an exercise scenario, such as initiating communications or mobilizing
personnel and resources. (*Note: Estimated costs are example costs only and depict a range
that an exercise may fall within. Actual costs can vary and is dependent on the size, scope,
and variables involved with a particular exercise)
Exercise Type
Description
Range of Cost
(Estimated)
Drill
A drill is a coordinated, supervised activity
$30,000
usually employed to validate a specific function
or capability in a single agency or organization.
Drills are commonly used to provide training on
new equipment, validate procedures, or practice
and maintain current skills. For every drill,
clearly defined plans, procedures, and protocols
need to be in place. Personnel need to be
familiar with those plans and trained in the
processes and procedures to be drilled.
Functional
Functional Exercises (FE) are designed to
$50,000
validate and evaluate capabilities, multiple
functions and/or sub -functions, or
interdependent groups of functions. FEs are
typically focused on exercising plans, policies,
procedures, and staff members involved in
management, direction, command, and control
functions. An FE is conducted in a realistic,
real-time environment; however, movement of
personnel and equipment is usually simulated.
Full -Scale
Full -Scale Exercises (FSE) are typically the
$85,000
most complex and resource -intensive type of
exercise. They involve multiple agencies,
organizations, and jurisdictions and validate
many facets of preparedness. FSEs often
include many players operating under
cooperative systems such as the Incident
Command System (ICS) or Unified Command.
In an FSE, events are projected through an
exercise scenario with event updates that drive
activity at the operational level. FSEs are
usually conducted in a real-time, stressful
environment that is intended to mirror a real
incident. Throughout the duration of the
exercise, many activities occur simultaneously.
20A-153
Exhibit 6
AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES
FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS -NEEDED BASIS
THIS AGREEMENT is made and entered into this 1st day of December, 2020, by and between
The Cadmus Group LLC. ("Contractor"), and the City of Santa Ana, a charter city and municipal
corporation organized and existing under the Constitution and laws of the State of California
("City").
RECITALS
A. On August 10, 2020, the Santa Ana Police Department ("SAPD") issued Request for
Qualifications No. 20-062 ("RFQ"), by which it sought to identify and qualify suitable
vendors capable of delivering a broad choice of homeland security -related training courses
and exercises conducted by professionals in the fields of law, fire, public health,
emergency management and cybersecurity.
B. These courses are in support of the Anaheim/Santa Ana Urban Area ("ASAUA")
Homeland Security Regional Training and Exercise Program and will be funded by a grant
awarded to the City by the United States Department of Homeland Security's Urban Areas
Security Initiative ("UASI") and administered by SAPD. The ASAUA consists of the
incorporated cities in Orange County and the police departments of the University of
California, Irvine, California State University, Fullerton, and community colleges in the
County of Orange.
C. Through SAPD, the training and exercise programs will be made available to agencies in
the ASAUA on an as -needed basis to enhance domestic preparedness for acts of terrorism.
D. Contractor submitted a responsive proposal that was among those selected by the City.
E. In undertaking the performance of this Agreement, Contractor represents that it is
knowledgeable in its field and that any services performed by Contractor under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
On an as -needed basis, and at the sole discretion of City, Contractor shall conduct the
training and/or exercise programs described in the scope of services provided in the RFQ and
attached hereto as Exhibit A. Contractor's proposal is incorporated by reference as though fully
set forth herein. In the performance of all services, Contractor shall comply and provide the
required training/classes and exercises attached hereto as Exhibit B.
20A-154 Page 1 of12
2. CHANGE ORDERS/AMENDMENTS
a. To maintain flexibility that allows first responders to address emerging and
unforeseeable threats, the ASAUA Homeland Security Regional Training and Exercise
Program will utilize a Change Order provision to request other training and exercise
courses at the City's request. Change Orders will be used to approve training and/or
exercises and can modify the existing scope of work for specialty and other ad -hoc
training and exercises on an as needed basis. Change Orders will be drafted by the
UASI Grant Coordinator, reviewed and approved by the Contractor, then forwarded to
the Chief of Police and the City Manager for the City of Santa Ana or their designees
for approval.
b. Any change order that contains any terms contrary to services provided within this
Agreement shall be void, unless City and Consultant have expressly agreed in a writing,
requiring approval by the City Manager and the City Attorney's office. Consultant
agrees and understands that substantive changes to the terms of the Agreement are
subject to approval by the City Council.
3. COMPENSATION
a. City neither warrants nor guarantees any minimum or maximum compensation to
Contractor under this Agreement. Contractor shall be paid only for actual services
performed under this Agreement at the rates and charges identified in Exhibit B.
Any compensation payable to Contractor shall be paid from a portion of the above -
referenced UASI grant awarded to the City in the amount of $3,147,600, which
shall serve as the total amount payable for all training and exercise programs
supplied under RFQ No. 20-062.
b. Payment by City shall be made within forty-five (45) days following receipt of
proper invoice evidencing work performed, subject to City accounting procedures.
Payment need not be made for work that fails to meet the standards of performance
set forth in the Recitals which may reasonably be expected by City.
4. TERM
This Agreement shall commence on the date stated above and continue through November
30, 2023, unless terminated earlier in accordance with Section 18, below. The term of this
Agreement may be extended for up to two (2) one (1) year period upon a writing executed by the
City Manager and the City Attorney and subject to funding.
5. INDEPENDENT CONTRACTOR
Contractor shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor shall
it be construed to create an employer -employee relationship, a joint venture relationship, or to
allow the City to exercise discretion or control over the professional manner in which Contractor
20A-155 Page 2 of 12
performs the services which are the subject matter of this Agreement; however, the services to be
provided by Contractor shall be provided in a manner consistent with all applicable standards and
regulations governing such services. Contractor shall pay all salaries and wages, employer's social
security taxes, unemployment insurance and similar taxes relating to employees and shall be
responsible for all applicable withholding taxes.
6. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property
embodied in plans, specifications, studies, drawings, estimates, and other documents or works of
authorship fixed in any tangible medium of expression, including but not limited to, physical
drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or
caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor
shall require all subcontractors to agree in writing that City is granted a non-exclusive and
perpetual license for any Documents & Data the subcontractor prepares under this Agreement.
Contractor represents and warrants that Contractor has the legal right to license any and all
Documents & Data. Contractor makes no such representation and warranty in regard to
Documents & Data which were provided to Contractor by the City. City shall not be limited in
any way in its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
7. INSURANCE
Prior to undertaking performance of work under this Agreement, Contractor shall maintain
and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance. Contractor shall maintain commercial
general liability insurance naming the City, its officers, employees, agents,
volunteers and representatives as additional insured(s) and shall include, but not be
limited to protection against claims arising from bodily and personal injury,
including death resulting therefrom and damage to property, resulting from any act
or occurrence arising out of Contractor's operations in the performance of this
Agreement, including, without limitation, acts involving vehicles. The amounts of
insurance shall be not less than the following: single limit coverage applying to
bodily and personal injury, including death resulting therefrom, and property
damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the
aggregate. Such insurance shall (a) name the City, its officers, employees, agents,
volunteers and representatives as additional insured(s); (b) be primary and not
contributory with respect to insurance or self-insurance programs maintained by
the City; and (c) contain standard separation of insureds provisions.
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include
coverage for owned, hired and non -owned automobiles.
20A-156 Page 3 of 12
C. Worker's Compensation Insurance. hi accordance with the California Labor Code,
Contractor, if Contractor has any employees, is required to be insured against
liability for worker's compensation or to undertake self-insurance. Prior to
commencing the performance of the work under this Agreement, Contractor agrees
to obtain and maintain any employer's liability insurance with limits not less than
$1,000,000 per accident.
d. If Contractor is or employs a licensed professional such as an architect or engineer:
Professional liability (errors and omissions) insurance, with a combined single limit
of not less than $1,000,000 per claim with $2,000,000 in the aggregate.
e. The following requirements apply to the insurance to be provided by Contractor
pursuant to this section:
(i) Contractor shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved by the City.
(iii) Certificates and policies shall state that the policies shall not be canceled or
reduced in coverage or changed in any other material aspect without thirty
(30) days prior written notice to the City.
(iv) Contractor shall supply City with a fully executed additional insured
endorsement.
f. If Contractor fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has
been procured and is in force and paid for, the City shall have the right, at the City's
election, to terminate this Agreement. Such termination shall not affect
Contractor's right to be paid for its time and materials expended prior to notification
of termination. Contractor waives the right to receive compensation and agrees to
indemnify the City for any work performed prior to approval of insurance by the
City.
8. INDEMNIFICATION
Contractor agrees to and shall indemnify, defend, and hold harmless the City, its officers,
agents, employees, consultants, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including death, and claims for property damage, which may arise from the
negligence or willful misconduct of the Contractor or its, subcontractors, agents, employees, or
other persons acting on their behalf which relates to the services described in section I of this
Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution,
judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement.
20A-157 Page 4 of 12
This indemnity and hold harmless agreement applies to all claims for damages, just compensation,
restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the
events referred to in this Section or by reason of the terms of, or effects, arising from this
Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the
defense of the City, including fees and costs for special counsel to be selected by the City,
regarding any action by a third party challenging the validity of this Agreement, or asserting that
personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal
or property rights arises by reason of the terms of, or effects arising from this Agreement. City
may make all reasonable decisions with respect to its representation in any legal
proceeding. Contractor's indemnification obligations in this section shall survive expiration of
this Agreement.
9. INTELLECTUAL PROPERTY INDEMNIFICATION
Contractor shall defend, indemnify, and hold harmless City, its officers, agents,
representatives, and employees against any and all liability or losses, including costs and attorney's
fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or
contained in the work product or documents provided or used by Contractor under this Agreement.
10. CONFORMITY WITH LAW AND SAFETY
In performing any 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 provisions of the California Occupational Safety and Health Act. Contractor shall
indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and
consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and
regulations.
11. RECORDS
Contractor shall keep records and invoices in connection with the work to be performed
under this Agreement. Contractor shall maintain complete and accurate records with respect to
the costs incurred under this Agreement and any services, expenditures, and disbursements
charged to the City for a minimum period of three (3) years, or for any longer period required by
law, from the date of final payment to Contractor under this Agreement. All such records and
invoices shall be clearly identifiable. Contractor shall allow a representative of the City to
examine, audit, and make transcripts or copies of such records and any other documents created
pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all
work, data, documents, proceedings, and activities related to this Agreement for a period of three
(3) years from the date of final payment to Contractor under this Agreement.
12. CONFIDENTIALITY
If Contractor receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Contractor agrees that
20 " -158 Page 5 of 12
it shall not use or disclose such information except in the performance of this Agreement, and
further agrees to exercise the same degree of care it uses to protect its own information of like
importance, but in no event less than reasonable care. "Confidential Information" shall include all
nonpublic information. Confidential information includes not only written information, but also
information transferred orally, visually, electronically, or by other means. Confidential
information disclosed to either party by any subsidiary and/or agent of the other party is covered
by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any
information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the
Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor
an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is
independently developed by the Contractor without reference to information disclosed by the City.
13. CONFLICT OF INTEREST CLAUSE
a. Contractor covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with the performance of services
specified under this Agreement.
b. The parties understand that outside parties, subject to receipt of financial benefit from
UASI funding, as noted in Recital Section B and the RFQ, are often utilized by the
ASA UASI as subject matter expert reviewing training and exercise proposals. To
avoid potential conflict of interest of engaging sub -contractors, subject to receipt of
financial benefit from UASI funding, shall not be engaged by the Contractor as a sub-
contractor to provide the services provided in this Agreement, or any change order or
amendment thereto.
14. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement
shall be in writing and shall be deemed to be properly given if delivered in person or mailed by
first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in
the manner provided in this Section, to the following persons:
To City: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax 714- 647-6956
With courtesy copies to:
Roland Andrade, Sergeant
UASI Grant Coordinator
Homeland Security Division
Santa Ana Police Department
20A-159 Page 6 of12
To Contractor:
60 Civic Center Plaza
Santa Ana, CA 92701
Christy Welch, Contracts Manager
The Cadmus Group LLC.
1620 Broadway, Suite G
Santa Monica, CA. 90404
(703) 247-6133
contracts@cadmusgroup.com
A party may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by fax, communication shall be effective or deemed to have
been given twenty-four (24) hours after the time set forth on the transmission report issued by the
transmitting facsimile machine, addressed as set forth above. For purposes of calculating these
time frames, weekends, federal, state, County or City holidays shall be excluded.
15. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Contractor regarding the subject matter therein, and supersedes any and all other agreements, oral
or written, between the parties. In the event of a conflict between the terms of this Agreement and
any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be
modified except by written instrument signed by the City and by an authorized representative of
Contractor. The parties agree that any terms or conditions of any purchase order or other
instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not
bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, orally or otherwise, have been made by any
party, or anyone acting on behalf of any party, which are not embodied herein.
16. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
be construed to limit the City's ability to have any of the services which are the subject to this
Agreement performed by City personnel or by other consultants retained by City.
20A-160 Page 7 of 12
17. 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.
18. TERNIINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor
compensation for all services performed by Contractor prior to receipt of such notice of
termination, subject to the following conditions:
a. As a condition of such payment, City may require Contractor to deliver to the City
all work product completed as of such date, and in such case such work product
shall be the property of the City unless prohibited by law, and Contractor consents
to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work that fails to meet the standard of performance
specified in the Recitals of this Agreement.
19. NONDISCRINIINATION
Contractor shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
information, or military and veteran status, age, national origin, ancestry, or disability, as defined
and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
promotion, termination or other employment related activities or any services provided under this
Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all
applicable federal, state and local laws and regulations.
20. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
determined and governed by the laws of the State of California. Both parties farther agree that
Orange County, California, shall be the venue for any action or proceeding that may be brought or
arise out of, in connection with or by reason of this Agreement.
21. PROFESSIONAL LICENSES
Contractor shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
and required by the laws and regulations of the United States, the State of California, the City of
20 -161 Page 8 of 12
Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and
in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
exemptions. Said inability shall be cause for termination of this Agreement.
22. CERTIFICATIONS
a. Debarment and Suspension. Contractor will comply, and all its subcontractors will
comply, with applicable federal suspension and debarment regulations including, but not limited
to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and
codified in 2 CFR Part 200.
b. Section 504 of the Rehabilitation Act of 1973. All recipients of federal funds must
comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds
recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise
qualified disabled person shall, solely by reason of disability be excluded from the participation
in, be denied the benefits of or be subject to discrimination, including discrimination in
employment, in any program or activity that receives or benefits from federal financial assistance.
Contractor agrees it will ensure that requirements of The Act shall be included in any agreements
with and be binding on all of its subcontractors, assignees, or successors.
C. Americans with Disabilities Act of 1990 (ADA). Contractor must comply with all
requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable.
d. Lobbying and Political Activity. None of the funds, materials, property, or services
provided directly or indirectly under this Agreement shall be used for any partisan political
activity, or to further the election or defeat of any candidate for public office, or otherwise in
violation of the provisions of the "Hatch Act".
e. Contractor will comply, and all its subcontractors will comply, with all applicable
lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et
seq., and agrees that none of the funds provided under this award may be expended by the
Contractor to pay any person to influence, or attempt to influence an officer or employee of any
agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member
of Congress in connection with any federal action concerning the award or renewal of any federal
contract, grant, loan, or cooperative agreement.
f. Contractor will comply, and all its subcontractors will comply, with all
requirements of the Byrd Anti -Lobbying Amendment (31 U.S.C. 1352), as applicable.
g. Non -Discrimination and Equal Opportunity. Contractor will comply, and all its
subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section
504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with
Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age
Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as
amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and
Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of
20A-162 Page 9 of 12
1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice
Non -Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of
Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or
State court, Federal or State administrative agency, or the Contractor makes a finding of
discrimination after a due process hearing on the grounds of race, color, religion, national origin,
sex, or disability against Contractor, Contractor will forward a copy of the findings to City, which
will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S.
Department of Justice.
h. Contractor will comply, and all its subcontractors will comply, with all requirements
of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment -Opportunity,"
as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department
of Labor regulations (41 CFR chapter 60), as applicable.
i. Contractor will comply, and all its subcontractors will comply, with all
requirements of the California Public Contract Code Section 10295.3, as applicable.
j. Contractor will comply, and all its subcontractors will comply, with all
requirements of the Copeland "Anti -Kickback" Act (18 U.S.C. 874) as supplemented in
Department of Labor regulations (29 CFR Part 3), as applicable.
k. Contractor will comply, and all its subcontractors will comply, with all
requirements of the Davis -Bacon Act (40 U. S.C. 276a to 276a-7) as supplemented by Department
of Labor regulations (29 CFR Part 5), as applicable.
1. Contractor will comply, and all its subcontractors will comply, with all
requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C.
327-330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable.
in. Contractor will comply, and all its subcontractors will comply, with all applicable
standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C.
1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the
Environmental Protection Agency regulations (40 CFR part 15), as applicable.
n. Contractor will comply, and all its subcontractors will comply, with all
requirements of the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871), (53 FR
8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable.
o. Contractor will comply, and all its subcontractors will comply, with all
requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act, as applicable.
p. Contractor agrees that the Department of Homeland Security shall have the
authority to seek patent rights for any process, product, invention or discovery developed and paid
for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable.
20A-163 Page 10 of 12
q Contractor may copyright any books, publications or other copyrightable materials
developed in the course of or under this Agreement. However, the federal awarding agency, State
Administrative Agency (SAA), and City reserve a royalty -free, non-exclusive, and irrevocable
license to reproduce, publish or otherwise use, and to authorize others to use, for federal
government, SAA and/or City purpose:
(1) the copyright in any work developed through this Agreement; and
(2) any rights of copyright to which the Contractor purchases ownership with support
through this grant. The Federal government's, SAA's and City's rights identified above must be
conveyed to the publisher and the language of the publisher's release form must ensure the
preservation of these rights.
23. AUSCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the
power, authority and right to bind their respective parties to each of the terms of
this Agreement, and shall indemnify City fully, including reasonable costs and
attorney's fees, for any injuries or damages to City in the event that such authority
or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
[signature page to follow]
20A-164 Page 11 of 12
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
Daisy Gomez
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By:
Tamara Bogosian
Senior Assistant City Attorney
RECOMMENDED FOR APPROVAL:
David Valentin
Chief of Police
CITY OF SANTA ANA
Kristine Ridge
City Manager
CONTRACTOR:
By: Chri ty Welch
Title: Contracts Manager
20A-165 Page 12 of 12
I.
1*4111HI
SCOPE OF SERVICES
The specific requirements of this RFQ have been listed in two sections to allow proposers to
respond to either, the training courses component, the exercise component, or both. There is no
requirement the Proposer must respond to both components of the RFQ.
IL TRAINING COURSES
A. ASAUA currently requires training courses in the following specific disciplines:
• Law Enforcement/Tactical
• Fire/Emergency Medical
• Public Health
• Emergency Management
• Cyber Security
B. Contractor shall conduct training courses, which it has been successfully prequalified for, at
various locations/venues within the ASAUA.
C. Contractor shall prepare course flyers, register attendees, record attendance by signed roster,
provide certificates of completions, and verify course completion by the participants.
D. Contractor shall prepare and present specified training courses. Course material shall be
available at the time the training is provided for each of the training courses the proposer has
outlined in their SOQ.
E. All training courses presented must meet state and federal guidelines and be approved by Cal
OES and DHS for reimbursement under the Homeland Security Grant Program prior to
delivery. Refer to the Cal OES website at: http://www.caloes.ca.gov/cal-oes-
divisions/california-specialized-training-institute and the DHS website at:
https://www.fema.gov/training for further information regarding state and federal guidelines
for Department of Homeland Security grants. If any portion of the training course occurs
outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be
obtained from FEMA/Cal OES prior to delivery of the course. The EHP approval is location
specific and if an EHP approval is required, one must be obtained for each location where the
course is delivered. It shall be the responsibility of the Proposer to complete all of the forms
and documentation necessary to obtain the required approvals. Contractor shall ensure that,
when required, an Environmental Historic Preservation (EHP) approval has been issued to the
ASAUA before delivery of the training course. The ASAUA Homeland Security Regional
Training and Exercise Program Manager will assist the Proposer with the submission of the
requests for approval. The City shall not be billed for any costs associated with obtaining
these approvals.
20A-166
F. Contractor shall offer course content that satisfies the five preparedness priorities identified
in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for
reference.
G. Contractor shall provide all required training material, handouts, course syllabus and/or
written curriculum.
H. Contractor shall collect written survey comments/course evaluations from participants at the
conclusion of every course offered. Survey/course evaluations will be conducted in a manner
specified by the City. A standardized course survey form will be provided to the successful
proposers. A record of responses shall be maintained throughout the tern of the agreement
by Contractor, and organized by training course, date, instructor, etc. Frequently mentioned
comments shall be reported to City Project Manager. Electronic reporting shall be made
available to the City upon request.
L City reserves the right to cancel training courses with fourteen (14) calendar days' notice of
delivery date. City shall not be charged for the class, travel costs, or training materials by
Contractor if cancellation occurs within this period.
J. City reserves the right to cancel training courses for student minimums not being met.
K. Contractor shall provide and assign high quality instructors on a consistent basis to deliver
the specified courses.
L. All instructors shall use the methods suggested by the training protocols established, such as
maintaining and updating each training syllabus; introducing and following objectives for
each class; completing training as described; and utilizing training aids such as audio/visual
systems.
M. Contractor and all its instructors shall provide immediate feedback to the City via the ASAUA
Homeland Security Regional Training and Exercise Program Manger regarding all customer
requests for new or additional services, or to report complaints.
N. Contractor will be paid for services rendered. Training days are generally eight (8) hours long
(e.g. 8:00 AM — 5:00 PM), including a one (1) hour lunch break. Schedule should include
regular breaks on a 50/10 break ratio — for every fifty (50) minutes of instruction, there should
be a ten (10) minute break. Half days are defined as four (4) hours or less of instruction.
O. Training venues may be provided by the City or by hosting agencies based on the needs of
the course. Contractor must be able to secure training sites at any of the jurisdictions within
the ASAUA.
P. All Contractor -developed courses must be approved by California Office of Emergency
Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to
delivery. It is the responsibility of the Contractor to prepare all forms and documentation
necessary to obtain all course approvals at its cost. The ASAUA Homeland Security Regional
Training and Exercise Program Manager will assist Contractor with the submission of the
20A-167
requests for approval. The City shall not be billed for any costs associated with obtaining
these approvals.
Q. The anticipated start date of this agreement is Winter of 2020. Usage under agreements
awarded as a result of this RFQ will begin at this time.
R. Depending on the training or exercise, Contractor's instructors and courses may be required
to be California Peace Officer Standards & Training (POST) certified or California State Fire
Marshal approved. It shall be the responsibility of the Contractor to obtain all POST
certifications and California State Fire Marshal course approvals at its cost. The ASAUA
Homeland Security Regional Training and Exercise Program Manager will assist Contractor
with the submission of the requests for certifications and approval. The City shall not be
billed for any costs associated with obtaining these certifications and approvals.
S. A list of "approved" courses is available from Cal OES at www.caloes.ca.gov and a list of
Federal Emergency Management Agency (FEMA) approved classes is available at
www.fema.gov/training
T. Contractors are responsible for providing all course materials and delivering it to the site(s)
of all training at their cost.
U. Contractor must work with the ASAUA Homeland Security Regional Training and Exercise
Program Manager and requesting agencies to coordinate the training calendar and venue.
V. When required, Contractor must obtain the applicable certifications for developed courses
before training begins. The need for certification will be determined by the ASAUA Training
& Exercise Program Manager. It shall be the responsibility of the Contractor to complete all
forms and documentation necessary to obtain the required certifications at its cost. The
ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the
Proposer with the submission of the requests for certification. The City shall not be billed for
any costs associated with obtaining these certifications.
W. Contractor will be required to obtain Emergency Medical Association (EMA) or Emergency
Management Institute (EMI) certification on developed courses at its cost if the course content
contains materials that require state and/or federal certification. The ASAUA Homeland
Security Regional Training and Exercise Program Manager will assist the Contractor with the
submission of the requests for certification. The City shall not be billed for any costs
associated with obtaining these certifications.
X. Contractor may not charge the City for materials brought to the class that are not utilized.
Y. Proposers may be selected to provide training based on their expertise within a specific
discipline.
• Law Enforcement/Tactical
• Fire/Emergency Medical
• Public Health
• Emergency Management
20A-168
• Cyber Security
Z. Contractors shall ensure that training participants are members of agencies or organizations
located or operating within the ASAUA, or have been approved by the ASAUA Training &
Exercise Program Manager or his designee.
III. DELIVERABLES / REPORTS FOR TRAINING COURSES
A. Course Surveys / Evaluations
Course surveys/evaluations results will be tabulated and scored by Contractor. Summary
of the results will be provided to the ASAUA Training & Exercise Program Manager.
2. Completed course survey/evaluation forms will be provided to the ASAUA Training &
Exercise Program Manager within 30 days of delivery of the training course.
B. Contractor must provide course flyers for all training courses to be delivered at its cost. The
City will manage distribution of such flyers.
C. Contractor must provide to the ASAUA Training & Exercise Program Manager all rosters
and sign -in sheets upon completion of the training course for all training courses delivered.
Contractor shall maintain a record of all original and electronic copies of all sign -in sheets.
Electronic copies of rosters and sign -in sheets must be submitted along with invoices issued
to City.
D. Contractor shall provide certificates of completion to all students that successfully complete
a training course at the conclusion of the training course and provide copies of the certificates
to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the
training course. Contractor shall maintain a record of all certificates provided students.
IV. QUANTITIES FOR TRAINING COURSES
Quantities listed herein are estimates and are not to be construed as a commitment. No minimum
or maximum is guaranteed or implied.
V. PRICING FOR TRAINING COURSES
A. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of
such lower price shall be extended to the City.
B. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included.
C. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be
used. There are no exceptions.
D. Pricing shall include any and all payment incentives available to the City.
20A-169
E. Proposers are advised that in the evaluation of costs, if applicable, it will be assumed the unit
price quoted is correct in the case of a discrepancy between the unit price and an extension.
F. Federal and State minimum wage laws apply. The City has no requirements for living wages.
The City is not imposing any additional requirements regarding wages.
VI. AWARD FOR TRAINING COURSES
A. City reserves the right to reject any or all responses that materially differ from any terms
contained in this RFQ, from any Exhibits attached hereto, or from any subsequent addenda;
to waive informalities and minor irregularities in responses received; and to provide an
opportunity for Proposers to correct minor and immaterial errors contained in their
submissions. The decision as to what constitutes a minor irregularity shall be made solely at
the discretion of the City.
B. The City reserves the right to award an agreement to a single Proposer or multiple Proposers.
C. The City has the right to decline to award an agreement or any part thereof for any reason.
D. City Council approval to award an Agreement pursuant to this RFQ will be required.
E. Any agreement must be negotiated, finalized, and approved by the recommend Contractor
prior to City Council approval.
F. RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda, and SOQs, may be
incorporated into and made a part of any agreement that may be awarded as a result of this
RFQ.
VIL METHOD OF ORDERING TRAINING COURSES
A. As training is required, subsequent solicitations in the form of requests for firm price
quotations and scope of work will be requested from Contractors with which the City has an
Agreement.
B. Individual order price quotations shall be provided upon request per project and shall include,
but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement
number, requestor name and phone number, ship to location, itemization of services with
complete description and price per item and a summary of total cost for services, shipping,
and tax.
C. Price quotations will be reviewed and Contractor(s) will be selected by the UASI Grant
Office. Purchase Orders (POs) will be issued upon approval of written itemized quotations
received from Contractor(s). The City shall not be obligated to accept the lowest priced
quotation, but will award individual projects in the best interests of the City after all factors
have been evaluated. City reserves the right to negotiate scope of work and pricing prior to
award of any project.
20A-170
D. POs will be transmitted electronically, and shall be the only authorization for the Contractor
to place an order.
E. POs and payments for service will be issued only in the name of the Contractor.
F. Contractor shall adapt to changes to the ordering method or ordering procedures as required
by the City during the term of the agreement.
G. Change orders shall be agreed upon by Contractor and City, and issued as needed in writing
by the City.
VIIL ACCOUNT MANAGER / SUPPORT STAFF FOR TRAINING COURSES
IX.
A. Proposer shall provide a dedicated, competent Account Manager who shall be responsible
for the City's account / agreement. The Account Manager shall receive all orders from the
City and shall be the primary contact for all issues regarding the Proposer's response to this
RFQ and any agreement which may arise pursuant to this RFQ.
B. Proposer shall also provide adequate, competent support staff that shall be able to service the
City during normal working hours (7:00 AM — 5:00 PM), Monday through Friday. Such
representative(s) shall be knowledgeable about the agreement, training offered, and able to
identify and resolve quickly any issues included, but not limited to order and invoicing
problems.
C. Contractor's Account Manager shall be familiar with City requirements and standards and
work with the City to ensure that established standards are adhered to.
D. Contractor's Account Manager shall keep the City and ASAUA Training & Exercise
Program Manager informed of requests from departments.
A. ASAUA requires seminars, workshops, tabletops, drills, functional, and full-scale exercises
in the following specific disciplines:
• Law Enforcement/Tactical
• Fire/Emergency Medical
• Public Health
• Emergency Management
• Cyber Security
B. Contractor shall conduct seminars, workshops, tabletops, drills, functional, and full-scale
exercises at various locations/venues within the ASAUA. All drills, functional and full scale
exercises will require an EHP approval from FEMA/Cal OES prior to delivery. It shall be
the responsibility of the Contractor to complete all forms and documentation necessary to
obtain the required EHP approvals at its cost. Contractor shall ensure that, when required, an
Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA
before delivery of any seminars, workshops, tabletops, drills, functional, and full-scale
20A-171
exercises. The ASAUA Homeland Security Regional Training and Exercise Program
Manager will assist Contractor with the submission of requests for approval.
C. All exercises must be conducted in a manner which adheres to all applicable state and federal
guidelines, including exercise design and development guidelines outlined in the HSEEP.
D. When conducting seminars, workshops, tabletops, drills, functional and fall -scale exercises,
Contractor shall provide all required exercise consumables, printed materials, handouts, and
other materials such as, but not limited to, exercise manuals, special effects, actor moulage,
supplies, signage, etc. at its cost. The City shall not be billed nor will it accept requests for
reimbursements and/or billing.
E. Contractor shall provide and assign high quality personnel such as exercise designers,
directors, controllers, evaluators, and support personnel on a consistent basis to deliver the
specified seminars, workshops, tabletops, drills, functional, and full-scale exercises.
F. Contractor shall provide all multi -media devices necessary for presentations during seminars,
workshops, tabletops, drills, functional, full-scale exercises, and any planning meetings and
conferences.
G. Contractor and its exercise personnel shall provide immediate feedback to the City via the
ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all
customer requests for new or additional services or to report complaints.
H. Seminar, workshop, tabletop, drill, functional and full-scale exercise venues maybe provided
by the City or by hosting agencies based on the needs of the exercise. Contractor must be
able to secure exercise sites at any of the jurisdictions within the ASAUA.
L Contractor is responsible for providing exercise materials and delivering it to the site(s) of
all seminars, workshops, tabletops, drills, functional and full-scale exercises at its cost. The
City shall not be billed nor will it accept requests for reimbursements and/or billing.
Contractor may not charge the City for materials brought to the seminars, workshops,
tabletops, drills, functional, and full-scale exercises that are not utilized.
K. Contractor shall ensure that exercise participants are members of agencies or organizations
located or operating within the ASAUA, or have been approved by the ASAUA Training &
Exercise Program Manager or his designee.
X. QUALIFICATIONS — HOMELAND SECURITY EXERCISE EXPERIENCE
The following elements outline the type of experience and expertise proposers should possess
related to the development and delivery of seminars, workshops, tabletops, drills, functional and
full-scale exercises. Proposers will document their experience and expertise in their SOQs.
ASAUA requires seminars, workshops, tabletops, drills, functional and full-scale exercises in the
following specific disciplines:
20A-172
• Law Enforcement/Tactical
• Fire/Emergency Medical
• Public Health
• Emergency Management
• Cyber Security
A. Proposer should be experienced and proficient in the design and delivery of relevant
homeland security related seminars, workshops, tabletops, drills, functional and full-scale
exercises.
B. Proposer should have staff that is experienced and proficient in developing seminars,
workshops, tabletops, and drills, functional and full-scale exercises in accordance with
HSEEP guidelines.
C. Proposer should have staff that is experienced and proficient in conducting seminars,
workshops, tabletops, drills, functional and full-scale exercises in accordance with HSEEP
guidelines.
D. Proposer should have staff that is experienced and proficient in providing training to and
coordinating exercise evaluators, controllers, and Simulation Cell operators.
XI. DELIVERABLES / REPORTS FOR EXERCISES
A. Exercise Documents: Contractor shall provide all documents necessary to conduct seminars,
workshops, tabletops, drills, functional and full-scale exercises in accordance with HSEEP
guidelines. These documents should include, but not be limited to: Exercise Plan,
Controller/Evaluator Plan, Master Scenario Events List (MSEL), Exercise Evaluation
Guides, etc.
B. Contractor must provide rosters, sign -in sheets, and presentation materials for all planning
meetings conducted in support of all seminars, workshops, tabletops, drills, functional and
full-scale exercises and will deliver to the ASAUA Training & Exercise Program Manager
upon completion of the planning activity at its cost.
C. Contractor must complete After Action Reports (AARs) for all seminars, workshops,
tabletops, drills, functional and full-scale exercises. Copies of these AARs must be provided
to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars,
workshops, tabletops, drills, functional, and full-scale exercises.
D. Contractor must complete an Improvement Plan for each seminar, workshop, tabletop, drill,
functional and full-scale exercise delivered. Copies of the Improvement Plan will be
provided to the ASAUA Training & Exercise Coordinator within 60 calendar days of any
seminars, workshops, tabletops, drills, functional, and full-scale exercises.
E. Proposer shall upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans
into HSEEP within 60 calendar days of completing any exercise activity.
20A-173
XII. QUANTITIES FOR EXERCISES
Quantities listed herein are estimates and are not to be construed as a commitment. No minimum
or maximum is guaranteed or implied.
XIIL PRICING FOR EXERCISES
A. All price quotes offered during an informal request for quote process will remain firm for
the term of the resulting PO under the Agreement.
B. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of
such lower price shall be extended to the City.
C. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included.
D. Any price increase or decrease for subsequent contract terms may be negotiated between
Proposer and City only after completion of the initial term.
E. Taxes and freight charges:
I_ The City is soliciting a total price per single delivery of each seminar, workshop,
tabletop, drill, functional, and full-scale exercise. The price quoted for each
seminar, workshop, tabletop, drill, functional, and full-scale exercise shall be the
total cost the City will pay including Sales, Use, or other taxes and all other
charges.
2. No charge for delivery, drayage, express, parcel post packing, cartage, insurance,
license fees, permits, costs of bonds, or any other purpose, except taxes legally
payable by City, will be paid by the City unless expressly included and itemized
in the SOQ.
3. Amount paid for transportation of property to the City of Santa Ana is exempt
from Federal Transportation Tax. An exemption certificate is not required where
the shipping papers show the consignee is the City of Santa Ana; as such papers
may be acceptable by the carrier as proof of the exempt character of the
shipment.
4. Articles sold to the City of Santa Ana are exempt from certain Federal excise
taxes. The City will furnish an exemption certificate.
F. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall
be used. There are no exceptions.
G. Price quotes shall include any and all payment incentives available to the City.
H. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit
price quoted is correct in the case of a discrepancy between the unit price and an extension.
20A-174
I. Federal and State minimum wage laws apply. The City has no requirements for living
wages. The City is not imposing any additional requirements regarding wages.
XIV. AWARD FOR EXERCISES
A. The City reserves the right to reject any or all responses that materially differ from any terms
contained in this RFQ or from any Exhibits attached hereto, to waive informalities and
minor irregularities in responses received, and to provide an opportunity for proposers to
correct minor and immaterial errors contained in their submissions. The decision as to what
constitutes a minor irregularity shall be made solely at the discretion of the City.
B. The City reserves the right to award to a single or multiple proposers.
C. The City has the right to decline to award an agreement or any part thereof for any reason.
D. City Council approval to award an Agreement will be required.
E. Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior
to City Council approval.
F. Final Agreement terms and conditions will be negotiated with the selected Contractors.
G. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's
SOQ, may be incorporated into and made a part of any agreement that may be awarded as
a result of this RFQ.
XV. METHOD OF ORDERING FOR EXERCISES
A. As exercises are required, subsequent solicitations in the form of requests for firm price
quotations and scope of work will be requested from Contractors with which the City has
an Agreement.
B. Contractors who have been qualified will be provided a scope of work for the desired
seminar, workshop, tabletop, drill, functional or full-scale exercise and requested to
provide a written quotation. These quotations will be reviewed and evaluated by the
ASAUA Grant Office. The City shall not be obligated to accept the lowest priced quotation,
but will award individual projects in the best interests of the City after all factors have been
evaluated. City reserves the right to negotiate scope of work and pricing prior to award of
any project.
C. Individual order price quotations shall be provided upon request per project and shall
include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana
agreement number, requestor name and phone number, ship to location, itemization of
services with complete description and price per item and a summary of total cost for
services, shipping, and tax.
D. Purchase Orders (POs) will be issued upon approval of written itemized quotations
received from the Contractor(s).
20A-175
E. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization
for the Contractor o place an order.
F. POs and payments for service will be issued only in the name of the Contractor.
G. Contractor shall adapt to changes to the ordering method or ordering procedures as required
by the City during the term of the agreement.
H. Change orders shall be agreed upon by Contractor and City and issued as needed in writing
by the City.
XVI. ACCOUNT MANAGER / SUPPORT STAFF FOR EXERCISES
A. Proposer shall provide a dedicated competent account manager who shall be responsible
for the City account / agreement. The account manager shall receive all orders from the
City and shall be the primary contact for all issues regarding the Proposer's response to
this RFQ and any agreement which may arise pursuant to this RFQ.
B. Proposer shall also provide adequate, competent support staff that shall be able to service
the City during normal working hours, Monday through Friday. Such representative(s)
shall be knowledgeable about the agreement, training offered, and able to identify and
resolve quickly any issues included, but not limited to order and invoicing problems.
C. Proposer account manager shall be familiar with City requirements and standards and work
with the City to ensure that established standards are adhered to.
Proposer account manager shall keep the City and ASAUA Training & Exercise Program
Manager informed of requests from departments as required.
XVIL INVOICING FOR TRAINING AND/OR EXERCISE COURSES
A. Contractor shall invoice the City, unless otherwise advised, upon satisfactory receipt of
performance of services.
B. City will use best efforts to make payments within forty-five (45) days following receipt and
review of invoice and upon complete satisfactory receipt of performance of services.
C. Invoices should be Emailed to:
Sgt. Roland Andrade
Santa Ana Police Department
Homeland Security Division / M-18
60 Civic Center Plaza
P.O. Box 1981
Santa Ana, CA 92701
Email: RAndrade2 cksanta-ana.ora
D. City shall notify Contractor of any adjustments required to invoices.
20A-176
E. Invoices shall include, at minimum:
• City PO number (if applicable);
• Invoice number;
• Agreement number;
• Remit to address;
• Itemized services;
• Course description
• Pricing as per agreement;
• Instructor name;
• Number of participants;
• Course date(s); and
• Shall be accompanied by acceptable proof of delivery.
F. Contractor shall utilize standardized invoices upon request.
G. Invoices shall only be issued by the Contractor who is awarded an agreement.
H. Payments will be issued to and invoices must be received from the same Contractor whose
name is specified on the POs.
20A-177
COSTS — TRAINING CLASSES AND/OR
EXERCISES
A) Discussion -Based Exercises - focus on strategic, policy -oriented issues; facilitators and/or
presenters usually lead the discussion, keeping participants on track towards meeting exercise
objectives. (*Note: Estimated costs are example costs only and depict a range that an
exercise may fall within. Actual costs can vary and is dependent on the size, scope, and
variables involved with a particular exercise)
Exercise Type
Description
Variables
Range of
Cost
(Estimated)
Seminar
A facilitated, discussion -based
Participants (#),
$8,000 -
exercise that provides
Facilitation, Hours,
$35,000
participant's an overview of
Materials, Location
authorities, strategies, plans,
policies, procedures,
protocols, resources, concepts,
and ideas
Workshop
A facilitated, discussion -based
Participants (#),
$10,000 -
exercise that results in a
Facilitation, Hours,
$45,000
tangible output, often in
Materials,
support of development of
Location, Plans
plans/policies
Tabletop
A facilitated, discussion -based
Participants (#),
$25,000 -
exercise that often employs a
Facilitation, Hours,
$50,000
scenario and discussion
Materials,
questions to examine a
Location,
simulated emergency
Reporting/Plans
20A-178
B) Operation -Based Exercises - used to validate plans, policies, agreements, and procedures;
clarify roles and responsibilities; and identify resource gaps. Exercises are characterized by
actual reaction to an exercise scenario, such as initiating communications or mobilizing
personnel and resources. (*Note: Estimated costs are example costs only and depict a range
that an exercise may fall within. Actual costs can vary and is dependent on the size, scope,
and variables involved with a particular exercise)
Exercise Type
Description
Variables
Range of
Cost
(Estimated)
Drill
An operations -based exercise
Preparation,
$20,000 -
that examines a single
Planning Meetings,
$60,000
operation or function, often
Participants (#),
within one organization
Facilitation, Hours,
Materials,
Site/Mgt.
Locations,
Reporting/Plans,
Travel & Expenses,
Moulage, Media,
Volunteer
Coordination
Functional
An operations -based exercise
Preparation,
$60,000 -
that simulates movement of
Planning Meetings,
$110,000
resources and non-playing
Participants (#),
organizations, often managed
Facilitation, Hours,
by a Simulation Cell
Materials,
Site/Mgt.
Locations,
Reporting/Plans,
Travel & Expenses
Full -Scale
An operations -based exercise
Preparation,
$80,000 -
that includes the movement of
Planning Meetings,
$155,000
resources and asset and
Participants (#),
typically involves multiple
Facilitation, Hours,
agencies
Materials,
Site/Mgt.
Locations,
Reporting/Plans,
Travel & Expenses,
Moulage, Media,
Volunteer
Coordination
20A-179
Exhibit 7
AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES
FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS -NEEDED BASIS
THIS AGREEMENT is made and entered into this 1st day of December, 2020, by and between
The Olson Group, Ltd. ("Contractor"), and the City of Santa Ana, a charter city and municipal
corporation organized and existing under the Constitution and laws of the State of California
("City").
RECITALS
A. On August 10, 2020, the Santa Ana Police Department ("SAPD") issued Request for
Qualifications No. 20-062 ("RFQ"), by which it sought to identify and qualify suitable
vendors capable of delivering a broad choice of homeland security -related training courses
and exercises conducted by professionals in the fields of law, fire, public health,
emergency management and cybersecurity.
B. These courses are in support of the Anaheim/Santa Ana Urban Area ("ASAUA")
Homeland Security Regional Training and Exercise Program and will be funded by a grant
awarded to the City by the United States Department of Homeland Security's Urban Areas
Security Initiative ("UASI") and administered by SAPD. The ASAUA consists of the
incorporated cities in Orange County and the police departments of the University of
California, Irvine, California State University, Fullerton, and community colleges in the
County of Orange.
C. Through SAPD, the training and exercise programs will be made available to agencies in
the ASAUA on an as -needed basis to enhance domestic preparedness for acts of terrorism.
D. Contractor submitted a responsive proposal that was among those selected by the City.
E. In undertaking the performance of this Agreement, Contractor represents that it is
knowledgeable in its field and that any services performed by Contractor under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
On an as -needed basis, and at the sole discretion of City, Contractor shall conduct the
training and/or exercise programs described in the scope of services provided in the RFQ and
attached hereto as Exhibit A. Contractor's proposal is incorporated by reference as though fully
set forth herein. In the performance of all services, Contractor shall comply and provide the
required training/classes and exercises attached hereto as Exhibit B.
20A-180 Pagel of12
2. CHANGE ORDERS/AMENDMENTS
a. To maintain flexibility that allows first responders to address emerging and
unforeseeable threats, the ASAUA Homeland Security Regional Training and Exercise
Program will utilize a Change Order provision to request other training and exercise
courses at the City's request. Change Orders will be used to approve training and/or
exercises and can modify the existing scope of work for specialty and other ad -hoc
training and exercises on an as needed basis. Change Orders will be drafted by the
UASI Grant Coordinator, reviewed and approved by the Contractor, then forwarded to
the Chief of Police and the City Manager for the City of Santa Ana or their designees
for approval.
b. Any change order that contains any terms contrary to services provided within this
Agreement shall be void, unless City and Consultant have expressly agreed in a writing,
requiring approval by the City Manager and the City Attorney's office. Consultant
agrees and understands that substantive changes to the terms of the Agreement are
subject to approval by the City Council.
3. COMPENSATION
a. City neither warrants nor guarantees any minimum or maximum compensation to
Contractor under this Agreement. Contractor shall be paid only for actual services
performed under this Agreement at the rates and charges identified in Exhibit B.
Any compensation payable to Contractor shall be paid from a portion of the above -
referenced UASI grant awarded to the City in the amount of $3,147,600, which
shall serve as the total amount payable for all training and exercise programs
supplied under RFQ No. 20-062.
b. Payment by City shall be made within forty-five (45) days following receipt of
proper invoice evidencing work performed, subject to City accounting procedures.
Payment need not be made for work that fails to meet the standards of performance
set forth in the Recitals which may reasonably be expected by City.
4. TERM
This Agreement shall commence on the date stated above and continue through November
30, 2023, unless terminated earlier in accordance with Section 18, below. The term of this
Agreement may be extended for up to two (2) one (1) year period upon a writing executed by the
City Manager and the City Attorney and subject to funding.
5. INDEPENDENT CONTRACTOR
Contractor shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor shall
it be construed to create an employer -employee relationship, a joint venture relationship, or to
allow the City to exercise discretion or control over the professional manner in which Contractor
20 -181 Page 2 of 12
performs the services which are the subject matter of this Agreement; however, the services to be
provided by Contractor shall be provided in a manner consistent with all applicable standards and
regulations governing such services. Contractor shall pay all salaries and wages, employer's social
security taxes, unemployment insurance and similar taxes relating to employees and shall be
responsible for all applicable withholding taxes.
6. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property
embodied in plans, specifications, studies, drawings, estimates, and other documents or works of
authorship fixed in any tangible medium of expression, including but not limited to, physical
drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or
caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor
shall require all subcontractors to agree in writing that City is granted a non-exclusive and
perpetual license for any Documents & Data the subcontractor prepares under this Agreement.
Contractor represents and warrants that Contractor has the legal right to license any and all
Documents & Data. Contractor makes no such representation and warranty in regard to
Documents & Data which were provided to Contractor by the City. City shall not be limited in
any way in its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
7. INSURANCE
Prior to undertaking performance of work under this Agreement, Contractor shall maintain
and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance. Contractor shall maintain commercial
general liability insurance naming the City, its officers, employees, agents,
volunteers and representatives as additional insured(s) and shall include, but not be
limited to protection against claims arising from bodily and personal injury,
including death resulting therefrom and damage to property, resulting from any act
or occurrence arising out of Contractor's operations in the performance of this
Agreement, including, without limitation, acts involving vehicles. The amounts of
insurance shall be not less than the following: single limit coverage applying to
bodily and personal injury, including death resulting therefrom, and property
damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the
aggregate. Such insurance shall (a) name the City, its officers, employees, agents,
volunteers and representatives as additional insured(s); (b) be primary and not
contributory with respect to insurance or self-insurance programs maintained by
the City; and (c) contain standard separation of insureds provisions.
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include
coverage for owned, hired and non -owned automobiles.
20A-182 Page 3 of 12
C. Worker's Compensation Insurance. hi accordance with the California Labor Code,
Contractor, if Contractor has any employees, is required to be insured against
liability for worker's compensation or to undertake self-insurance. Prior to
commencing the performance of the work under this Agreement, Contractor agrees
to obtain and maintain any employer's liability insurance with limits not less than
$1,000,000 per accident.
d. If Contractor is or employs a licensed professional such as an architect or engineer:
Professional liability (errors and omissions) insurance, with a combined single limit
of not less than $1,000,000 per claim with $2,000,000 in the aggregate.
e. The following requirements apply to the insurance to be provided by Contractor
pursuant to this section:
(i) Contractor shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved by the City.
(iii) Certificates and policies shall state that the policies shall not be canceled or
reduced in coverage or changed in any other material aspect without thirty
(30) days prior written notice to the City.
(iv) Contractor shall supply City with a fully executed additional insured
endorsement.
f. If Contractor fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has
been procured and is in force and paid for, the City shall have the right, at the City's
election, to terminate this Agreement. Such termination shall not affect
Contractor's right to be paid for its time and materials expended prior to notification
of termination. Contractor waives the right to receive compensation and agrees to
indemnify the City for any work performed prior to approval of insurance by the
City.
8. INDEMNIFICATION
Contractor agrees to and shall indemnify, defend, and hold harmless the City, its officers,
agents, employees, consultants, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including death, and claims for property damage, which may arise from the
negligence or willful misconduct of the Contractor or its, subcontractors, agents, employees, or
other persons acting on their behalf which relates to the services described in section 1 of this
Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution,
judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement.
20A-183 Page 4 of 12
This indemnity and hold harmless agreement applies to all claims for damages, just compensation,
restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the
events referred to in this Section or by reason of the terms of, or effects, arising from this
Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the
defense of the City, including fees and costs for special counsel to be selected by the City,
regarding any action by a third party challenging the validity of this Agreement, or asserting that
personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal
or property rights arises by reason of the terms of, or effects arising from this Agreement. City
may make all reasonable decisions with respect to its representation in any legal
proceeding. Contractor's indemnification obligations in this section shall survive expiration of
this Agreement.
9. INTELLECTUAL PROPERTY INDEMNIFICATION
Contractor shall defend, indemnify, and hold harmless City, its officers, agents,
representatives, and employees against any and all liability or losses, including costs and attorney's
fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or
contained in the work product or documents provided or used by Contractor under this Agreement.
10. CONFORMITY WITH LAW AND SAFETY
In performing any 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 provisions of the California Occupational Safety and Health Act. Contractor shall
indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and
consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and
regulations.
11. RECORDS
Contractor shall keep records and invoices in connection with the work to be performed
under this Agreement. Contractor shall maintain complete and accurate records with respect to
the costs incurred under this Agreement and any services, expenditures, and disbursements
charged to the City for a minimum period of three (3) years, or for any longer period required by
law, from the date of final payment to Contractor under this Agreement. All such records and
invoices shall be clearly identifiable. Contractor shall allow a representative of the City to
examine, audit, and make transcripts or copies of such records and any other documents created
pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all
work, data, documents, proceedings, and activities related to this Agreement for a period of three
(3) years from the date of final payment to Contractor under this Agreement.
12. CONFIDENTIALITY
If Contractor receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Contractor agrees that
20A-184 Page 5 of 12
it shall not use or disclose such information except in the performance of this Agreement, and
further agrees to exercise the same degree of care it uses to protect its own information of like
importance, but in no event less than reasonable care. "Confidential Information" shall include all
nonpublic information. Confidential information includes not only written information, but also
information transferred orally, visually, electronically, or by other means. Confidential
information disclosed to either party by any subsidiary and/or agent of the other party is covered
by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any
information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the
Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor
an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is
independently developed by the Contractor without reference to information disclosed by the City.
13. CONFLICT OF INTEREST CLAUSE
a. Contractor covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with the performance of services
specified under this Agreement.
b. The parties understand that outside parties, subject to receipt of financial benefit from
UASI funding, as noted in Recital Section B and the RFQ, are often utilized by the
ASA UASI as subject matter expert reviewing training and exercise proposals. To
avoid potential conflict of interest of engaging sub -contractors, subject to receipt of
financial benefit from UASI funding, shall not be engaged by the Contractor as a sub-
contractor to provide the services provided in this Agreement, or any change order or
amendment thereto.
14. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement
shall be in writing and shall be deemed to be properly given if delivered in person or mailed by
first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in
the manner provided in this Section, to the following persons:
To City: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax 714-647-6956
With courtesy copies to:
Roland Andrade, Sergeant
UASI Grant Coordinator
Homeland Security Division
Santa Ana Police Department
20A-185 Page 6 of 12
To Contractor:
60 Civic Center Plaza
Santa Ana, CA 92701
Kyle Olson, President
The Olson Group Ltd.
300 North Washington Street, Suite 600
Alexandria, VA 22314
(703)518-9982
kbolson@olsongroupltd.com
A party may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by fax, communication shall be effective or deemed to have
been given twenty-four (24) hours after the time set forth on the transmission report issued by the
transmitting facsimile machine, addressed as set forth above. For purposes of calculating these
time frames, weekends, federal, state, County or City holidays shall be excluded.
15. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Contractor regarding the subject matter therein, and supersedes any and all other agreements, oral
or written, between the parties. In the event of a conflict between the terms of this Agreement and
any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be
modified except by written instrument signed by the City and by an authorized representative of
Contractor. The parties agree that any terms or conditions of any purchase order or other
instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not
bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, orally or otherwise, have been made by any
party, or anyone acting on behalf of any party, which are not embodied herein.
16. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
be construed to limit the City's ability to have any of the services which are the subject to this
Agreement performed by City personnel or by other consultants retained by City.
20 " -186 Page 7 of 12
17. 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.
18. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor
compensation for all services performed by Contractor prior to receipt of such notice of
termination, subject to the following conditions:
a. As a condition of such payment, City may require Contractor to deliver to the City
all work product completed as of such date, and in such case such work product
shall be the property of the City unless prohibited by law, and Contractor consents
to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work that fails to meet the standard of performance
specified in the Recitals of this Agreement.
19. NONDISCRIMINATION
Contractor shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
information, or military and veteran status, age, national origin, ancestry, or disability, as defined
and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
promotion, termination or other employment related activities or any services provided under this
Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all
applicable federal, state and local laws and regulations.
20. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
determined and governed by the laws of the State of California Both parties further agree that
Orange County, California, shall be the venue for any action or proceeding that may be brought or
arise out of, in connection with or by reason of this Agreement.
21. PROFESSIONAL LICENSES
Contractor shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
and required by the laws and regulations of the United States, the State of California, the City of
20A-187 Page 8 of 12
Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and
in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
exemptions. Said inability shall be cause for termination of this Agreement.
22. CERTIFICATIONS
a. Debarment and Suspension. Contractor will comply, and all its subcontractors will
comply, with applicable federal suspension and debarment regulations including, but not limited
to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and
codified in 2 CFR Part 200.
b. Section 504 of the Rehabilitation Act of 1973. All recipients of federal funds must
comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds
recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise
qualified disabled person shall, solely by reason of disability be excluded from the participation
in, be denied the benefits of or be subject to discrimination, including discrimination in
employment, in any program or activity that receives or benefits from federal financial assistance.
Contractor agrees it will ensure that requirements of The Act shall be included in any agreements
with and be binding on all of its subcontractors, assignees, or successors.
C. Americans with Disabilities Act of 1990 (ADA). Contractor must comply with all
requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable.
d. Lobbying and Political Activity. None of the funds, materials, property, or services
provided directly or indirectly under this Agreement shall be used for any partisan political
activity, or to further the election or defeat of any candidate for public office, or otherwise in
violation of the provisions of the "Hatch Act".
e. Contractor will comply, and all its subcontractors will comply, with all applicable
lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et
seq., and agrees that none of the funds provided under this award may be expended by the
Contractor to pay any person to influence, or attempt to influence an officer or employee of any
agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member
of Congress in connection with any federal action concerning the award or renewal of any federal
contract, grant, loan, or cooperative agreement.
f. Contractor will comply, and all its subcontractors will comply, with all
requirements of the Byrd Anti -Lobbying Amendment (31 U.S.C. 1352), as applicable.
g. Non -Discrimination and Equal Opportunity. Contractor will comply, and all its
subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section
504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with
Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age
Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as
amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and
Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of
20A-188 Page 9 of 12
1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice
Non -Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of
Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or
State court, Federal or State administrative agency, or the Contractor makes a finding of
discrimination after a due process hearing on the grounds of race, color, religion, national origin,
sex, or disability against Contractor, Contractor will forward a copy of the findings to City, which
will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S.
Department of Justice.
h. Contractor will comply, and all its subcontractors will comply, with all requirements
of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment -Opportunity,"
as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department
of Labor regulations (41 CFR chapter 60), as applicable.
i. Contractor will comply, and all its subcontractors will comply, with all
requirements of the California Public Contract Code Section 10295.3, as applicable.
j. Contractor will comply, and all its subcontractors will comply, with all
requirements of the Copeland "Anti -Kickback" Act (18 U.S.C. 874) as supplemented in
Department of Labor regulations (29 CFR Part 3), as applicable.
k. Contractor will comply, and all its subcontractors will comply, with all
requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a-7) as supplemented by Department
of Labor regulations (29 CFR Part 5), as applicable.
1. Contractor will comply, and all its subcontractors will comply, with all
requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C.
327-330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable.
M. Contractor will comply, and all its subcontractors will comply, with all applicable
standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C.
1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the
Environmental Protection Agency regulations (40 CFR part 15), as applicable.
n. Contractor will comply, and all its subcontractors will comply, with all
requirements of the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871), (53 FR
8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable.
o. Contractor will comply, and all its subcontractors will comply, with all
requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act, as applicable.
P. Contractor agrees that the Department of Homeland Security shall have the
authority to seek patent rights for any process, product, invention or discovery developed and paid
for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable.
20A-189 Page 10 of 12
q Contractor may copyright any books, publications or other copyrightable materials
developed in the course of or under this Agreement. However, the federal awarding agency, State
Administrative Agency (SAA), and City reserve a royalty -free, non-exclusive, and irrevocable
license to reproduce, publish or otherwise use, and to authorize others to use, for federal
government, SAA and/or City purpose:
(1) the copyright in any work developed through this Agreement; and
(2) any rights of copyright to which the Contractor purchases ownership with support
through this grant. The Federal government's, SAA's and City's rights identified above must be
conveyed to the publisher and the language of the publisher's release form must ensure the
preservation of these rights.
23. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the
power, authority and right to bind their respective parties to each of the terms of
this Agreement, and shall indemnify City fully, including reasonable costs and
attorney's fees, for any injuries or damages to City in the event that such authority
or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
[signature page to follow]
20A-190 ilaLle 11 of 12
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
Daisy Gomez
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By: IA04�
Tamara Bogosian
Senior Assistant City Attorney
RECOMMENDED FOR APPROVAL:
David Valentin
Chief of Police
CITY OF SANTA ANA
Kristine Ridge
City Manager
CONTRACTOR:
y: 1�yle B. Olson
Title: President
20A-191 Page 12 of 12
EXHIBIT A
SCOPE OF SERVICES
I. REQUIREMENTS
The specific requirements of this RFQ have been listed in two sections to allow proposers to
respond to either, the training courses component, the exercise component, or both. There is no
requirement the Proposer must respond to both components of the RFQ.
II. TRAINING COURSES
A. ASAUA currently requires training courses in the following specific disciplines:
• Law Enforcement/Tactical
• Fire/Emergency Medical
• Public Health
• Emergency Management
• Cyber Security
B. Contractor shall conduct training courses, which it has been successfully prequalified for, at
various locations/venues within the ASAUA.
C. Contractor shall prepare course flyers, register attendees, record attendance by signed roster,
provide certificates of completions, and verify course completion by the participants.
D. Contractor shall prepare and present specified training courses. Course material shall be
available at the time the training is provided for each of the training courses the proposer has
outlined in their SOQ.
E. All training courses presented must meet state and federal guidelines and be approved by Cal
OES and DHS for reimbursement under the Homeland Security Grant Program prior to
delivery. Refer to the Cal OES website at: http://www.caloes.ca.gov/cal-oes-
divisions/califomia-specialized-training-institute and the DHS website at:
httys://www.fema.gov/training for further information regarding state and federal
guidelinesfor Department of Homeland Security grants. If any portion of the training course
occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval
must be obtained from FEMA/Cal OES prior to delivery of the course. The EHP approval is
location specific and if an EHP approval is required, one must be obtained for each location
where the course is delivered. It shall be the responsibility of the Proposer to complete all of
the forms and documentation necessary to obtain the required approvals. Contractor shall
ensure that, when required, an Environmental Historic Preservation (EHP) approval has been
issued to the ASAUA before delivery of the training course. The ASAUA Homeland Security
Regional Training and Exercise Program Manager will assist the Proposer with the
submission of the requests for approval. The City shall not be billed for any costs associated
with obtaining these approvals.
20A-192
Contractor shall offer course content that satisfies the five preparedness priorities identified
in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for
reference.
G. Contractor shall provide all required training material, handouts, course syllabus and/or
written curriculum.
H. Contractor shall collect written survey comments/course evaluations from participants at the
conclusion of every course offered. Survey/course evaluations will be conducted in a manner
specified by the City. A standardized course survey form will be provided to the successful
proposers. A record of responses shall be maintained throughout the term of the agreement
by Contractor, and organized by training course, date, instructor, etc. Frequently mentioned
comments shall be reported to City Project Manager. Electronic reporting shall be made
available to the City upon request.
City reserves the right to cancel training courses with fourteen (14) calendar days' notice of
delivery date. City shall not be charged for the class, travel costs, or training materials by
Contractor if cancellation occurs within this period.
J. City reserves the right to cancel training courses for student minimums not being met.
K. Contractor shall provide and assign high quality instructors on a consistent basis to deliver
the specified courses.
L. All instructors shall use the methods suggested by the training protocols established, such as
maintaining and updating each training syllabus; introducing and following objectives for
each class; completing training as described; and utilizing training aids such as audio/visual
systems.
M. Contractor and all its instructors shall provide immediate feedback to the City via the ASAUA
Homeland Security Regional Training and Exercise Program Manger regarding all customer
requests for new or additional services, or to report complaints.
N. Contractor will be paid for services rendered. Training days are generally eight (8) hours long
(e.g. 8:00 AM — 5:00 PM), including a one (1) hour lunch break. Schedule should include
regular breaks on a 50110 break ratio — for every fifty (50) minutes of instruction, there should
be a ten (10) minute break. Half days are defined as four (4) hours or less of instruction.
O. Training venues may be provided by the City or by hosting agencies based on the needs of
the course. Contractor must be able to secure training sites at any of the jurisdictions within
the ASAUA.
P. All Contractor -developed courses must be approved by California Office of Emergency
Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to
delivery. It is the responsibility of the Contractor to prepare all forms and documentation
necessary to obtain all course approvals at its cost. The ASAUA Homeland Security Regional
Training and Exercise Program Manager will assist Contractor with the submission of the
20A-193
requests for approval. The City shall not be billed for any costs associated with obtaining
these approvals.
Q. The anticipated start date of this agreement is Winter of 2020. Usage under agreements
awarded as a result of this RFQ will begin at this time.
R. Depending on the training or exercise, Contractor's instructors and courses may be required
to be California Peace Officer Standards & Training (POST) certified or California State Fire
Marshal approved. It shall be the responsibility of the Contractor to obtain all POST
certifications and California State Fire Marshal course approvals at its cost. The ASAUA
Homeland Security Regional Training and Exercise Program Manager will assist Contractor
with the submission of the requests for certifications and approval. The City shall not be
billed for any costs associated with obtaining these certifications and approvals.
S. A list of "approved" courses is available from Cal OES at www.caloes.ca.gov and a list of
Federal Emergency Management Agency (FEMA) approved classes is available at
www.fema. eov/training
T. Contractors are responsible for providing all course materials and delivering it to the site(s)
of all training at their cost.
U. Contractor must work with the ASAUA Homeland Security Regional Training and Exercise
Program Manager and requesting agencies to coordinate the training calendar and venue.
V. When required, Contractor must obtain the applicable certifications for developed courses
before training begins. The need for certification will be determined by the ASAUA Training
& Exercise Program Manager. It shall be the responsibility of the Contractor to complete all
forms and documentation necessary to obtain the required certifications at its cost. The
ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the
Proposer with the submission of the requests for certification. The City shall not be billed for
any costs associated with obtaining these certifications.
W. Contractor will be required to obtain Emergency Medical Association (EMA) or Emergency
Management Institute (EMI) certification on developed courses at its cost if the course content
contains materials that require state and/or federal certification. The ASAUA Homeland
Security Regional Training and Exercise Program Manager will assist the Contractor with the
submission of the requests for certification. The City shall not be billed for any costs
associated with obtaining these certifications.
X. Contractor may not charge the City for materials brought to the class that are not utilized.
Y. Proposers may be selected to provide training based on their expertise within a specific
discipline.
• Law Enforcement/Tactical
• Fire/Emergency Medical
• Public Health
20A-194
• Emergency Management
• Cyber Security
Z. Contractors shall ensure that training participants are members of agencies or organizations
located or operating within the ASAUA, or have been approved by the ASAUA Training &
Exercise Program Manager or his designee.
III. DELIVERABLES / REPORTS FOR TRAINING COURSES
A. Course Surveys / Evaluations
Course surveys/evaluations results will be tabulated and scored by Contractor. Summary
of the results will be provided to the ASAUA Training & Exercise Program Manager.
Completed course survey/evaluation forms will be provided to the ASAUA Training &
Exercise Program Manager within 30 days of delivery of the training course.
B. Contractor must provide course flyers for all training courses to be delivered at its cost. The
City will manage distribution of such flyers.
C. Contractor must provide to the ASAUA Training & Exercise Program Manager all rosters
and sign -in sheets upon completion of the training course for all training courses delivered.
Contractor shall maintain a record of all original and electronic copies of all sign -in sheets.
Electronic copies of rosters and sign -in sheets must be submitted along with invoices issued
to City.
D. Contractor shall provide certificates of completion to all students that successfully complete
a training course at the conclusion of the training course and provide copies of the certificates
to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the
training course. Contractor shall maintain a record of all certificates provided students.
IV. QUANTITIES FOR TRAINING COURSES
Quantities listed herein are estimates and are not to be construed as a commitment. No minimum
or maximum is guaranteed or implied.
V. PRICING FOR TRAINING COURSES
A. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of
such lower price shall be extended to the City.
B. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included.
C. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be
used. There are no exceptions.
D. Pricing shall include any and all payment incentives available to the City.
20A-195
E. Proposers are advised that in the evaluation of costs, if applicable, it will be assumed the unit
price quoted is correct in the case of a discrepancy between the unit price and an extension.
Federal and State minimum wage laws apply. The City has no requirements for living wages.
The City is not imposing any additional requirements regarding wages.
VI. AWARD FOR TRAINING COURSES
A. City reserves the right to reject any or all responses that materially differ from any terms
contained in this RFQ, from any Exhibits attached hereto, or from any subsequent addenda;
to waive informalities and minor irregularities in responses received; and to provide an
opportunity for Proposers to correct minor and immaterial errors contained in their
submissions. The decision as to what constitutes a minor irregularity shall be made solely at
the discretion of the City.
B. The City reserves the right to award an agreement to a single Proposer or multiple Proposers.
C. The City has the right to decline to award an agreement or any part thereof for any reason.
D. City Council approval to award an Agreement pursuant to this RFQ will be required.
E. Any agreement must be negotiated, finalized, and approved by the recommend Contractor
prior to City Council approval.
RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda, and SOQs, may be
incorporated into and made a part of any agreement that may be awarded as a result of this
RFQ.
VIL METHOD OF ORDERING TRAINING COURSES
A. As training is required, subsequent solicitations in the form of requests for firm price
quotations and scope of work will be requested from Contractors with which the City has an
Agreement.
B. Individual order price quotations shall be provided upon request per project and shall include,
but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement
number, requestor name and phone number, ship to location, itemization of services with
complete description and price per item and a summary of total cost for services, shipping,
and tax.
C. Price quotations will be reviewed and Contractor(s) will be selected by the UASI Grant
Office. Purchase Orders (POs) will be issued upon approval of written itemized quotations
received from Contractor(s). The City shall not be obligated to accept the lowest priced
quotation, but will award individual projects in the best interests of the City after all factors
have been evaluated. City reserves the right to negotiate scope of work and pricing prior to
award of any project.
20A-196
D. POs will be transmitted electronically, and shall be the only authorization for the Contractor
to place an order.
E. POs and payments for service will be issued only in the name of the Contractor.
Contractor shall adapt to changes to the ordering method or ordering procedures as required
by the City during the term of the agreement.
G. Change orders shall be agreed upon by Contractor and City, and issued as needed in writing
by the City.
VIIL ACCOUNT MANAGER / SUPPORT STAFF FOR TRAINING COURSES
IX.
A. Proposer shall provide a dedicated, competent Account Manager who shall be responsible
for the City's account / agreement. The Account Manager shall receive all orders from the
City and shall be the primary contact for all issues regarding the Proposer's response to this
RFQ and any agreement which may arise pursuant to this RFQ.
B. Proposer shall also provide adequate, competent support staff that shall be able to service the
City during normal working hours (7:00 AM — 5:00 PM), Monday through Friday. Such
representative(s) shall be knowledgeable about the agreement, training offered, and able to
identify and resolve quickly any issues included, but not limited to order and invoicing
problems.
C. Contractor's Account Manager shall be familiar with City requirements and standards and
work with the City to ensure that established standards are adhered to.
D. Contractor's Account Manager shall keep the City and ASAUA Training & Exercise
Program Manager informed of requests from departments.
A. ASAUA requires seminars, workshops, tabletops, drills, functional, and full-scale exercises
in the following specific disciplines:
• Law Enforcement/Tactical
• Fire/Emergency Medical
• Public Health
• Emergency Management
• Cyber Security
B. Contractor shall conduct seminars, workshops, tabletops, drills, functional, and full-scale
exercises at various locations/venues within the ASAUA. All drills, functional and full scale
exercises will require an EHP approval from FEMA/Cal OES prior to delivery. It shall be
the responsibility of the Contractor to complete all forms and documentation necessary to
obtain the required EHP approvals at its cost. Contractor shall ensure that, when required, an
Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA
before delivery of any seminars, workshops, tabletops, drills, functional, and full-scale
20A-197
exercises. The ASAUA Homeland Security Regional Training and Exercise Program
Manager will assist Contractor with the submission of requests for approval.
C. All exercises must be conducted in a manner which adheres to all applicable state and federal
guidelines, including exercise design and development guidelines outlined in the HSEEP.
D. When conducting seminars, workshops, tabletops, drills, functional and full-scale exercises,
Contractor shall provide all required exercise consumables, printed materials, handouts, and
other materials such as, but not limited to, exercise manuals, special effects, actor moulage,
supplies, signage, etc. at its cost. The City shall not be billed nor will it accept requests for
reimbursements and/or billing.
E. Contractor shall provide and assign high quality personnel such as exercise designers,
directors, controllers, evaluators, and support personnel on a consistent basis to deliver the
specified seminars, workshops, tabletops, drills, functional, and full-scale exercises.
Contractor shall provide all multi -media devices necessary for presentations during seminars,
workshops, tabletops, drills, functional, full-scale exercises, and any planning meetings and
conferences.
G. Contractor and its exercise personnel shall provide immediate feedback to the City via the
ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all
customer requests for new or additional services or to report complaints.
H. Seminar, workshop, tabletop, drill, functional and full-scale exercise venues maybe provided
by the City or by hosting agencies based on the needs of the exercise. Contractor must be
able to secure exercise sites at any of the jurisdictions within the ASAUA.
Contractor is responsible for providing exercise materials and delivering it to the site(s) of
all seminars, workshops, tabletops, drills, functional and full-scale exercises at its cost. The
City shall not be billed nor will it accept requests for reimbursements and/or billing.
Contractor may not charge the City for materials brought to the seminars, workshops,
tabletops, drills, functional, and full-scale exercises that are not utilized.
K. Contractor shall ensure that exercise participants are members of agencies or organizations
located or operating within the ASAUA, or have been approved by the ASAUA Training &
Exercise Program Manager or his designee.
X. QUALIFICATIONS — HOMELAND SECURITY EXERCISE EXPERIENCE
The following elements outline the type of experience and expertise proposers should possess
related to the development and delivery of seminars, workshops, tabletops, drills, functional and
full-scale exercises. Proposers will document their experience and expertise in their SOQs.
ASAUA requires seminars, workshops, tabletops, drills, functional and full-scale exercises in the
following specific disciplines:
20A-198
• Law Enforcement/Tactical
• Fire/Emergency Medical
• Public Health
• Emergency Management
• Cyber Security
A. Proposer should be experienced and proficient in the design and delivery of relevant
homeland security related seminars, workshops, tabletops, drills, functional and full-scale
exercises.
B. Proposer should have staff that is experienced and proficient in developing seminars,
workshops, tabletops, and drills, functional and full-scale exercises in accordance with
HSEEP guidelines.
C. Proposer should have staff that is experienced and proficient in conducting seminars,
workshops, tabletops, drills, functional and full-scale exercises in accordance with HSEEP
guidelines.
D. Proposer should have staff that is experienced and proficient in providing training to and
coordinating exercise evaluators, controllers, and Simulation Cell operators.
XI. DELIVERABLES / REPORTS FOR EXERCISES
A. Exercise Documents: Contractor shall provide all documents necessary to conduct seminars,
workshops, tabletops, drills, functional and full-scale exercises in accordance with HSEEP
guidelines. These documents should include, but not be limited to: Exercise Plan,
Controller/Evaluator Plan, Master Scenario Events List (MSEL), Exercise Evaluation
Guides, etc.
B. Contractor must provide rosters, sign -in sheets, and presentation materials for all planning
meetings conducted in support of all seminars, workshops, tabletops, drills, functional and
full-scale exercises and will deliver to the ASAUA Training & Exercise Program Manager
upon completion of the planning activity at its cost.
C. Contractor must complete After Action Reports (AARs) for all seminars, workshops,
tabletops, drills, functional and full-scale exercises. Copies of these AARs must be provided
to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars,
workshops, tabletops, drills, functional, and full-scale exercises.
D. Contractor must complete an Improvement Plan for each seminar, workshop, tabletop, drill,
functional and full-scale exercise delivered. Copies of the Improvement Plan will be
provided to the ASAUA Training & Exercise Coordinator within 60 calendar days of any
seminars, workshops, tabletops, drills, functional, and full-scale exercises.
E. Proposer shall upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans
into HSEEP within 60 calendar days of completing any exercise activity.
20A-199
XII. QUANTITIES FOR EXERCISES
Quantities listed herein are estimates and are not to be construed as a commitment. No minimum
or maximum is guaranteed or implied.
XIIL PRICING FOR EXERCISES
A. All price quotes offered during an informal request for quote process will remain firm for
the term of the resulting PO under the Agreement.
B. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of
such lower price shall be extended to the City.
C. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included.
D. Any price increase or decrease for subsequent contract terms may be negotiated between
Proposer and City only after completion of the initial term.
E. Taxes and freight charges:
The City is soliciting a total price per single delivery of each seminar, workshop,
tabletop, drill, functional, and full-scale exercise. The price quoted for each
seminar, workshop, tabletop, drill, functional, and full-scale exercise shall be the
total cost the City will pay including Sales, Use, or other taxes and all other
charges.
2. No charge for delivery, drayage, express, parcel post packing, cartage, insurance,
license fees, permits, costs of bonds, or any other purpose, except taxes legally
payable by City, will be paid by the City unless expressly included and itemized
in the SOQ.
3. Amount paid for transportation of property to the City of Santa Ana is exempt
from Federal Transportation Tax. An exemption certificate is not required where
the shipping papers show the consignee is the City of Santa Ana; as such papers
may be acceptable by the carrier as proof of the exempt character of the
shipment.
4. Articles sold to the City of Santa Ana are exempt from certain Federal excise
taxes. The City will furnish an exemption certificate.
All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall
be used. There are no exceptions.
G. Price quotes shall include any and all payment incentives available to the City.
H. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit
price quoted is correct in the case of a discrepancy between the unit price and an extension.
20A-200
I. Federal and State minimum wage laws apply. The City has no requirements for living
wages. The City is not imposing any additional requirements regarding wages.
XIV. AWARD FOR EXERCISES
A. The City reserves the right to reject any or all responses that materially differ from any terms
contained in this RFQ or from any Exhibits attached hereto, to waive informalities and
minor irregularities in responses received, and to provide an opportunity for proposers to
correct minor and immaterial errors contained in their submissions. The decision as to what
constitutes a minor irregularity shall be made solely at the discretion of the City.
B. The City reserves the right to award to a single or multiple proposers.
C. The City has the right to decline to award an agreement or any part thereof for any reason.
D. City Council approval to award an Agreement will be required.
E. Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior
to City Council approval.
F. Final Agreement terms and conditions will be negotiated with the selected Contractors.
G. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's
SOQ, may be incorporated into and made a part of any agreement that may be awarded as
a result of this RFQ.
XV. METHOD OF ORDERING FOR EXERCISES
A. As exercises are required, subsequent solicitations in the form of requests for firm price
quotations and scope of work will be requested from Contractors with which the City has
an Agreement.
B. Contractors who have been qualified will be provided a scope of work for the desired
seminar, workshop, tabletop, drill, functional or full-scale exercise and requested to
provide a written quotation. These quotations will be reviewed and evaluated by the
ASAUA Grant Office. The City shall not be obligated to accept the lowest priced quotation,
but will award individual projects in the best interests of the City after all factors have been
evaluated. City reserves the right to negotiate scope of work and pricing prior to award of
any project.
C. Individual order price quotations shall be provided upon request per project and shall
include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana
agreement number, requestor name and phone number, ship to location, itemization of
services with complete description and price per item and a summary of total cost for
services, shipping, and tax.
D. Purchase Orders (POs) will be issued upon approval of written itemized quotations
received from the Contractor(s).
20A-201
E. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization
for the Contractor o place an order.
POs and payments for service will be issued only in the name of the Contractor.
G. Contractor shall adapt to changes to the ordering method or ordering procedures as required
by the City during the term of the agreement.
H. Change orders shall be agreed upon by Contractor and City and issued as needed in writing
by the City.
XVL ACCOUNT MANAGER / SUPPORT STAFF FOR EXERCISES
A. Proposer shall provide a dedicated competent account manager who shall be responsible
for the City account / agreement. The account manager shall receive all orders from the
City and shall be the primary contact for all issues regarding the Proposer's response to
this RFQ and any agreement which may arise pursuant to this RFQ.
B. Proposer shall also provide adequate, competent support staff that shall be able to service
the City during normal working hours, Monday through Friday. Such representative(s)
shall be knowledgeable about the agreement, training offered, and able to identify and
resolve quickly any issues included, but not limited to order and invoicing problems.
C. Proposer account manager shall be familiar with City requirements and standards and work
with the City to ensure that established standards are adhered to.
Proposer account manager shall keep the City and ASAUA Training & Exercise Program
Manager informed of requests from departments as required.
XVIL INVOICING FOR TRAINING AND/OR EXERCISE COURSES
A. Contractor shall invoice the City, unless otherwise advised, upon satisfactory receipt of
performance of services.
B. City will use best efforts to make payments within forty-five (45) days following receipt and
review of invoice and upon complete satisfactory receipt of performance of services.
C. Invoices should be Emailed to:
Sgt. Roland Andrade
Santa Ana Police Department
Homeland Security Division / M-18
60 Civic Center Plaza
P.O. Box 1981
Santa Ana, CA 92701
Email: RAndrade2na,santa-ana.ore
D. City shall notify Contractor of any adjustments required to invoices.
20A-202
E. Invoices shall include, at minimum:
• City PO number (if applicable);
• Invoice number;
• Agreement number;
• Remit to address;
• Itemized services;
• Course description
• Pricing as per agreement;
• Instructor name;
• Number of participants;
• Course date(s); and
• Shall be accompanied by acceptable proof of delivery.
F. Contractor shall utilize standardized invoices upon request.
G. Invoices shall only be issued by the Contractor who is awarded an agreement.
H. Payments will be issued to and invoices must be received from the same Contractor whose
name is specified on the POs.
20A-203
EXHIBIT B
COSTS — TRAINING CLASSES AND EXERCISES
EXERCISES
A) Discussion -Based Exercises - focus on strategic, policy -oriented issues; facilitators and/or
presenters usually lead the discussion, keeping participants on track towards meeting exercise
objectives. (*Note. Estimated costs are example costs only and depict a range that an
exercise may fall within. Actual costs can vary and is dependent on the size, scope, and
variables involved with a particular exercise)
Exercise Type
Description
Variables
Range of Cost
(Estimated)
Seminar/Workshop
Seminars generally orient
Participants (#),
10-40 Personnel:
participants to, or provide
Facilitation,
$33,765
an overview of,
Hours,
41-80 Personnel:
authorities, strategies,
Materials,
$38,130
plans, policies,
Location
procedures, protocols,
resources, concepts, and
ideas. Seminars can be
valuable for entities that
are developing or making
major changes to existing
plans or procedures.
Although similar to
seminars, workshops
differ in two important
aspects: 1. participant
interaction is increased,
and 2. focus is placed on
achieving or building a
product. To be effective,
workshops should have
clearly defined objectives,
products, or goals, and
should focus on a specific
issue.
20A-204
Tabletop
Tabletop Exercises (TTX)
Participants (#),
10-40 Personnel:
are intended to generate
Facilitation,
$39,585
discussion of various
Hours,
41-80 Personnel:
issues regarding a
Materials,
$43,950
hypothetical simulated
Location,
81-120 Personnel:
emergency. They can be
Reporting/Plans
$48,800
used to enhance general
awareness, validate plans
and procedures, rehearse
concepts, and/or assess
the types of systems
needed to guide the
prevention of, protection
from, mitigation of,
response to, and recovery
from a defined incident.
The effectiveness of a
TTX is derived from the
energetic involvement of
participants and their
assessment of
recommended revisions to
current policies,
procedures, and plans;
therefore facilitation is
critical to keeping
participants focused on
exercise objectives.
20A-205
B) Operation -Based Exercises - used to validate plans, policies, agreements, and procedures;
clarify roles and responsibilities; and identify resource gaps. Exercises are characterized by
actual reaction to an exercise scenario, such as initiating communications or mobilizing
personnel and resources. (*Note: Estimated costs are example costs only and depict a range
that an exercise may fall within. Actual costs can vary and is dependent on the size, scope,
and variables involved with a particular exercise)
Exercise Type
Description
Variables
Range of Cost
(Estimated)
Functional
Functional Exercises (FE)
Preparation,
20-40 Personnel:
are designed to validate
Planning
$65,290
and evaluate capabilities,
Meetings,
41-90 Personnel:
multiple functions and/or
Participants (#),
$72,080
sub -functions, or
Facilitation,
91-150 Personnel:
interdependent groups of
Hours,
$74,505
functions. FEs are
Materials,
typically focused on
Site/Mgt.
exercising plans, policies,
Locations,
procedures, and staff
Reporting/Plans,
members involved in
Travel &
management, direction,
Expenses
command, and control
functions. An FE is
conducted in a realistic,
real-time environment;
however, movement of
personnel and equipment
is usually simulated.
20A-206
Full -Scale
Full -Scale Exercises
Preparation,
20-60 Personnel:
(FSE) are typically the
Planning
$82,750*
most complex and
Meetings,
61-120 Personnel:
resource -intensive type of
Participants (#),
$87,600*
exercise. They involve
Facilitation,
121-250 Personnel:
multiple agencies,
Hours,
$96,330*
organizations, and
Materials,
*Additional
jurisdictions and validate
Site/Mgt.
Exercise
many facets of
Locations,
Day:$1500/Conduct
preparedness. FSEs often
Reporting/Plans,
Staff Member
include many players
Travel &
operating under
Expenses,
cooperative systems such
Moulage,
as the Incident Command
Media,
System (ICS) or Unified
Volunteer
Command. In an FSE,
Coordination,
events are projected
Duration (# of
through an exercise
Days)
scenario with event
updates that drive activity
at the operational level.
FSEs are usually
conducted in a real-time,
stressful environment that
is intended to mirror a real
incident. Throughout the
duration of the exercise,
many activities occur
simultaneously.
20A-207