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HomeMy WebLinkAboutItem 18 - Agreements for Urban Area Security Initiative Grant Training Agreements Police Department www.santa-ana.org/police Item # 18 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report November 19, 2024 TOPIC: Urban Area Security Initiative Grant Training Agreements AGENDA TITLE Agreements with Elite Command Training Corporation, Utility Response Training Associates, LLC, and SenseMakers, LLC to Provide Training Services for the Urban Area Security Initiative Grant Program FY2022 - FY2026 (Specification Nos. 23-187A, 23-188A, 23-189A) (Non-General Fund) RECOMMENDED ACTION Authorize the City Manager to execute three-year agreements, with two, one-year renewal options, with the following three vendors to provide on-going training deliverables to the Anaheim/Santa Ana Urban Area on an as-needed basis, for the three-year period of November 19, 2024 through November 18, 2027 with two optional one-year renewals, in an aggregate amount not to exceed $270,444 (Core Agreement No. A-2024-XXX): •Elite Command Training Corporation – total amount not to exceed $83,112; •Utility Response Training Associates, LLC – total amount not to exceed $62,982; •SenseMakers, LLC – total amount not to exceed $124,350 GOVERNMENT CODE §84308 APPLIES: Yes DISCUSSION The United States Department of Homeland Security has developed the Urban Areas Security Initiative (UASI) grant funding program. UASI is designed to address the unique planning, equipment, training, and exercise needs of high-threat, high-density urban areas and provides funds to local emergency first responders that assist in building an enhanced and sustainable capacity to prevent, protect, respond to, mitigate and recover from acts of terrorism. The grant specifically provides funding for anti- terrorism equipment, planning, training, exercises, and technical assistance. 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 Urban Area Security Initiative Grant Training Agreements November 19, 2024 Page 2 4 6 8 2 includes providing training and procuring 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 for the Orange County region. With program management from the Santa Ana Police Department Homeland Security Division, the ASAUA Homeland Security Regional Training Program is designed to provide the ASAUA multi-disciplinary stakeholders with regional training 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 multi-disciplinary training in support of a comprehensive and regional approach. On December 18, 2023 the Police Department issued three (3) Requests for Proposals (RFP #23-187A, #23-188A, and #23-189A) on the City’s online bid management and publication system 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 fields of fire, public health, and emergency management. A summary of the proposals and offers received is as follows: 1,517 Vendors were notified 0 Santa Ana vendors notified 51 Vendors downloaded the RFP 15 Proposals received 0 Proposals received from a Santa Ana vendor Proposals were opened on January 11, 2024 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 RFP, including Responsiveness to RFP (15%), Experience of Firm and Personnel (50%), Reasonableness of Cost (25%), and References (10%). Of the 15 proposals received, all 15 were determined to be responsive and qualified based on their response to the specifications and requirements identified by the City. After the evaluation process, the Santa Ana Police Department Homeland Security Division determined that the following vendors best met the City’s specifications, demonstrated vast experience working with similar-sized California public agencies, and would be best suited to provide training courses on an as-needed basis: Urban Area Security Initiative Grant Training Agreements November 19, 2024 Page 3 4 6 8 2 RFP Vendor Training Courses Location No. of Courses Total Amount #23- 187A Elite Command Training Corporation ICS-300 Intermediate Incident Command System (ICS) Nine Mile Falls, WA 8 $ 83,112 #23- 188A Utility Response Training Associates, LLC ICS-400 Advanced Incident Command System (ICS) Oak View, CA 8 $ 62,982 #23- 189A SenseMakers, LLC G-611 Series EOC/Position Specific Training Course Anaheim, CA 3 $124,350 The addition of Elite Command Training Corporation, Utility Response Training Associates, LLC, and SenseMakers, LLC as vendors will support the Homeland Security Training Program to enhance capabilities across multiple disciplines and jurisdictions. Therefore, staff recommends awarding the agreements (Exhibits 1 – 3). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funding is available in the FY 2024-25 budget and funding for subsequent fiscal years will be included in the proposed budgets and carryovers for City Council consideration as follows: Fiscal Year Accounting Unit – Account No. Fund Description Accounting Unit – Account No. Description Amount FY 24-25 12514491-62300 OES UASI UASI Anaheim, Contract Services- Professional $ 96,235 FY 25-26 125144xx-62300 OES UASI UASI, Contract Services- Professional $ 96,235 FY 26-27 125144xx-62300 OES UASI UASI, Contract Services- Professional $ 77,974 Total $270,444 *Note: Amount rounded up or down to nearest dollar to equal maximum not to exceed total for all three agreements. Urban Area Security Initiative Grant Training Agreements November 19, 2024 Page 4 4 6 8 2 The expenditure amount listed above is an estimate based upon the Anaheim/Santa Ana UASI projects projection for grant years FY22, FY23, and FY24, and if the agreement is extended, for FY25 and FY26. The account number may change in the future to no.12514407-62300, depending upon which UASI grant FY funds are used for these specific training projects. All are subject to future grant approval. EXHIBIT(S) 1. Agreement with Elite Command Training Corporation (ICS-300) 2. Agreement with Utility Response Training Associates (ICS-400) 3. Agreement with SenseMakers (G-611) Submitted By: Robert Rodriguez, Acting Police Chief Approved By: Alvaro Nuñez, City Manager AGREEMENT WITH ELITE COMMAND TRAINING CORPORATION AND CITY OF SANTA ANA TO PROVIDE ASAUA/UASI TRAINING THIS AGREEMENT is made and entered into on this 19' day of November , 2024, by and between Elite Command Training Corporation ("Contractor"), and the City of Santa Aria, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECIT ALS A.On Decemberl8, 2023, the City issued Request for ProposalsNo. 23-1 87A (RFP), by which it sought proposals from qualified firms and organizations to provide ICS-300 Inteimediate Incident Command System (ICS) course of instruction, on behalf of the Anaheirn/Santa Aria Urban Area (ASAUA). Tliis program is designed to provide the ASAUA's stakeliolders with the regional training and exercises necessary to meet the goals and objectives set forth in the ASAUA's Homeland Security Strategy B.The United States Department of Homeland Security, Federal Emergency Management Agency, has developed ASAUA to enhance the domestic preparedness of urban areas by ensuring that first responders have adequate and appropriate equipment and training to prevent, respond to, and recover from acts of terrorism. ASAUA allocates a set percentage of its annual United States Department of Homeland Security's Urban Areas Security Initiative (UASI) grant allocations to fund training and exercises. Training courses and exercises requested through the ASAUA Homeland Security Regional Training and Exercise Program will be paid in part or in full with funding from the United States Department of Homeland Security's Urban Areas Security Initiative (UASI) grant. Funding from this grant is applied to homeland security related training, exercises, equipment, and projects in the ASAUA. C.Contractor submitted a responsive proposal that was selected by the City. D.In undeitaking 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 muhial and respective promises, and subject to the terms and conditions hereinafter set foith, the parties agree as follows: 1.SCOPE OF SERVICES On an on-call basis Contractor shall perfomi during the term of tis Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, provided in the RFP, attached hereto and incorporated by reference. EXHIBIT 1 2.COMPENSATION a. Contractor shall be paid only for actual services perfoimed under this Agreement at the rates identified in Contractor's Cost Proposal - Exhibit B. The cost per course delivery is $10,389. The cost for eight courses and the total amount to be expended during the teim of this Agreement shall not exceed $83,112. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work perfornned, subject to City accounting procedures. City and Contractor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Contractor agrees to execute the City's standard ACH Vendor Payment Autliorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Contractor's account(s) with financial institutions. Payment need not be made for work wich fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3.TERM This Agreement shall commence on the date first written above for an initial three (3) year teim with the option for the City to grant up to two (2), one (l)-year renewals, exercisable by a writing by the City Manager and the City Attorney, unless teiminated earlier in accordance with Section 17, below. 4.PREY AILING WAGES Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), whicli require tlie payment of prevailing wage rates and tlie performance of other requirements on "public works" and "maintenance" projects. If the services being performed are patt of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 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 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 MATERIAI,S Tis 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 tliis Agreei'nent ("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 tight to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data wMch 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 tliis Agreement shall be at City's sole risk. 7.INSURANCE Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property wich may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors. MINIMUM SCOPE OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Sei'vices Office Form CG 00 01covering CGL on an "occurrence" basis, including products and completed operations, propeity damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. 2. Automobile Liability (AI,): Insurance Services Office Fortn CA 00 01 covering Code l (any auto), with limits no less than $1,000,000 combined single limits. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance. 3. Workers' Compensation (W/C): as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, policy or employee, for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance. 4. Professional Liability Insurance (PL): with limits no less than $2,000,000 per occurrence or claim, and $4,000,000 aggregate. If Contractor maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City shall be entitled to the broader coverage and/or the higher limits maintained by Contractor. Where the policy limits are greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference in to the Agreement. Other Insurance Provisions The above required insurance policies are to contain or be endorsed to contain the following provisions: 1. City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Contractor's CGL, PL, and AL policies, witli respect to any liability arising out of work or operations performed by or on behalf of the Instructor including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. Contractor and it's Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of the CGL, AL, PL, and W/C policies, arising from work performed by Contractor under this Agreement. 3. For any claims related to this contract, Contractor's insurance coverage sliall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds, ensuring that Contractor's insurance shall apply separately to eacli insured against wliom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment of premium. 6. Ceitificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: City Attorney's Office, 20 Civic Center Plaza, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each ceitificate. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City. The City may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the State of California with a cuirent A.M. Best rating of no less than A:VII, unless otherwise acceptable to City. Verification of Coverage Contractor shall furnish City with original Ceitificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Contractor's obligation to provide tliem. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 8.INDEMNIFICATION Contractor agrees to defend, and shall indemnify and hold haimless the City, its officers, agents, employees, contractors, 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 propeity damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the setavices described in section l 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 teims of or effects arising from this Agreement. This indemnity and hold haimless 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 tis Section or by reason of the teims of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harnnless, 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 tird paity challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or propeity 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. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, peitain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 9.INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. 10.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 peiiod 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. 11.CONFIDENTIALITY If Contractor receives from the City infoimation which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such infoimation except in the perfortnance of this Agreement, and futther 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 infoimation includes not only written infoimation, but also infoxmation transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiaiy and/or agent of the other paity is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any infornnation 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 without 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 infoimation disclosed by the City. 12.CERTIFICATIONS The funds used to pay for tis Agreement will be paitly comprised of federal grant funds. Consultant agrees and understands that it will comply with the teims of the Ceitifications attached hereto as Attachment A-Proposer's Ceitification, Proposal Pricing, Attachment B-References, Attachment C-Proposer's Statement, Attachment D-Non-Collusion Affidavit, Attachment E- Non-Lobbying Certification, Attachment F-Non-Discrimination Certification, Attachment G- SAM.GOV EUI Verification, Attachment H-Ceitification Regarding Debaiment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions, incorporated by reference into this Agreement. Contractor may be referenced as Consultant, Participant or Proposer in Attachments A-H. Contractor shall keep itself informed of all City, State and Federal laws and regulations which may, in any manner, affect the performance of it services pursuant to this Agreement. Contractor shall at all times, observe and comply with all such laws and regulations. City and its officers and employees shall not be liable at law or in equity by reason of the failure of the Consultant to comply with this paragraph. 13.CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with perfoimance of services specified under this Agreement. 14.NON-DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, maiital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic infornnation, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the reciuitment, selection, teaching, training, utilization, promotion, ternnination 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. 15.EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, 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 attachtnents 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 ternns and conditions hereof, shall not bind or obligate Contractor or the City. Each paity to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any paity, or anyone acting on behalf of any paity, which is 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. Noting in this Agreement shall be construed to limit tlie City's ability to liave any of the services whicli are tlie subject to this Agreement performed by City personnel or by other Contractors retained by City. 17.TERMINATION This Agreement may be teiminated by the City upon thiity (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 perfoimed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a.As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the propeity 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 which fails to meet the standard of performance specified in the Recitals of this Agreement. 18.WAIVER No waiver of 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 or 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. 19.JURISDICTION - VENUE Tis Agreement has been executed and delivered in the State of Califoiia 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 Califoiia. Both parties fiuther agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in coru'iection with or by reason of tis Agreement. 20.PROFESSIONAL LICENSES Contractor shall, throughout the teim 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 Califoinia, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in wiiting of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21.FEDERAI, REGULATIONS Elite Command Training Corporation shall comply with all applicable contractual provisions required by the United States Office of Management and Budget (OMB), as set for the in 2 CRF Pait 200, whether or not expressly set foith in this document, including but not limited to those provisions set foith below. Notwithstanding, anything to the contrary herein, including without limitation , the language in this Agreement, the actual language contained in federal statutes, federal regulations, federally promulgated materials and state statutes, shall control in determining any obligations under federal law in the event of a conflict with any teims, language or provisions contained in this Agreement. Elite Cornrnand Training Corporation shall not perfoim any act, fail to perfoim any act, or refuse to comply with any requests, which would cause City to be in violation of the federal teims and conditions. a. Federal Regulations - Recipient must comply with the government cost principles, uniform administrative requirements and audit requirements for federal grant program housed within Title 2, Part 180 of the Code of Federal Regulations. b. Debaiment and Suspension - As required by Executive Orders 12549 and 12689, and 2 CFR §200.214 and codified in 2 CFR Part 200, Recipient must provide protection against waste, fraud, and abuse by debarring or suspending those persons deemed iiresponsible in their dealings with the Federal governrnent. c. Audit Records - With respect to all matters covered by this agreement all records shall be made available for audit and inspection by CITY, the grant agency and/or their duly authorized representatives for a period of three (3) years from the date of submission of the final expenditure report by the City of Santa Aria. For a period of tmee years after final delivery hereunder or until all claims related to this Agreement are finally settled, whichever is later, Recipient shall preserve and maintain all documents, papers and records relevant to the services provided in accordance with this Agreement, including the Attachments hereto. For the same time period, Recipient shall make said documents, papers and records available to City and the agency from which City received grant funds or their duly authorized representative(s), for examination, copying, or mechanical reproduction on or off the premises of Recipient, upon request during usual working hours. d. Repoits - Recipient shall provide to City all records and infoimation requested by City for inclusion in quarterly repoits and such other reports or records as City may be required to provide to the agency from which City received grant funds or other persons or agencies. e. Section 504 of the Rehabilitation Act of 1973 (Handicapped) - All recipients of federal fiinds 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 handicapped person shall, solely by reason of handicap be excluded from the paiticipation in, be denied the benefits of or be subject to disciimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. The Recipient agrees it will ensure that requirements of The Act shall be included in the agreements with and be binding on all of its contractors, subcontractors, assignees or successors. f. Americans with Disabilities Act of 1990 - (ADA) Recipient must comply with all requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. g. Political Activity - None of the funds, materials, propeity, or sei'vices provided directly or indirectly under this agreement shall be used for any partisan political activity, or to fiirther the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act". h. No Lobbying - Recipient will comply with all applicable lobbying prohibitions and laws, including those found in the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352, et seq.), and agrees that none of the funds provided under this award may be expended by the Recipient 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. i. Non-Discrimination and Equal Oppoitunity - Recipient will comply, and all its contractors (or subrecipients) 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 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 Recipient makes a finding of disciimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against a recipient of funds, the Recipient 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. If applicable, recipient will comply with the equal opportunity clause in 41 C.F.R. 60-1.4(b) in accordance with Executive Order 11246 as amended by Executive Order No. 11375. j. Equal Employment Opportunity - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Ei'nployment Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Depaitment of Labor regulations (41 CFR chapter 60), as applicable. k. Public Contracts Code - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. 1. Copeland "Anti-Kickback" Act - Recipient will comply, and all its contractors (or subrecipients) will comply, witli all requirements of tlie Copeland "Anti-Kickback" Act (40 U.S.C. 3145) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. m. David-Bacon Act - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Davis-Bacon Act (40 U.S.C. 3141-3144 and 3146-3148) as supplemented by Depaitment of Labor regulations (29 CFR Part 5), as applicable. n. Work Hours and Safety - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3702 and 3704) as supplemented by Department of Labor regulations (29 CFR Pait 5), as applicable. o. Clean Air Act - Recipient will comply, and all its contractors (or subrecipients) will comply, with all applicable standards, orders or requirements issued under the Clean Air Act (42 U.S.C. 7401-7671q), and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as applicable. p. Energy and Conservation - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Energy Policy and Conservation Act (42 U.S.C. 6201), as applicable. q. Waste Disposal - Recipient will comply, and all its contractors (or subrecipients) 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. r. Patent Rights - Recipient agrees that the Depaitment 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 and any other implementing regulations, as applicable. s. Copyright - Recipient 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 resetave a royalty-free, non-exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal goveinment, SAA and/or City puipose: (1) the copyright in any work developed through tis Agreement; and (2) any rights of copyright to which the subcontractor purchases ownership with suppoit through this grant. The Federal government's, SAA's and City's riglits identified above must be coi'iveyed to tlie priblislier and t]ie language of tlie publislier's release form must ensure tlie preservation of these rights. t. Equal Employment in Construction Contracts - Pursuant to Equal Employment Opportunity requirements of 41 C.F.R. 60-1.4(b) in accordance with Executive Order 11246 as amended by Executive Order No. 11375, as to any constiuction contract thereunder, if applicable, during the performance of this contract, the contractor agrees as follows: (1) The contractor will not disciiminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; reciuitment or recruitment advertising; layoff or termination; rates of pay or other foims of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (2) The contractor will, in all solicitations or adveitisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. (3) The contractor will not discharge or in any other maru'ier discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a pait of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a fornnal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish infomiation. (4) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6) The contractor will furnish all information and repoits required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for puiposes of investigation to ascertain compliance with such iules, regulations, and orders. (7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Govetm'nent contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Orderll246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by iule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (8) The contractor will include the poition of the sentence immediately preceding paragraph (l) and the provisions of paragraphs (l) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance. u. Prohibition on Ceitain Telecornrnunications and Video Surveillance Services or Equipment - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements under Unifornn Guidance 2 CFR §200.216. Recipient will comply with FEMA Policy 405-143-1, Prohibitions on Expending FEMA Award Funds on Covered Telecommunications Equipment or Services (Interim), which prohibits grant recipients and subrecipients from obligating or expending loan or grant funds to procure or obtain, extend or renew a contract to procure or obtain, or to enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecornrnunications equipment or services as a substantial or essential component of any system, or as critical technology as pait of any system. As described in Public Law 115-232, section 889, covered telecommunications equipment: (1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Coiporation (or any subsidiaiy or affiliate of such entities). (2) For the purpose of public safety, security of goveiument facilities, physical security surveillarice of critical infrastnicture, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). (3) Telecoinmunications or video sutaveillance services produced by such entities or using such equipment. (4) Telecommunications or video sutaveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the goveinment of a covered foreign country. v. Domestic Preferences for Procurements/Subcontracts - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements under Uniform Guidance 2 CFR §200.322. Recipient shall comply with the federal and recipient standards in the award of any subcontracts. For purposes of this Agreement, subcontracts shall include but not be limited to purchase agreements, rental or lease agreements, third paity agreements, consultant service contracts and construction subcontracts. Recipient shall ensure that the terins of this Agreement with the CITY are incoiporated into all Subcontractor Agreements. The recipient shall submit all Subcontractor Agreements to the CITY for review prior to the release of any funds to the subcontractor. The recipient shall withhold funds to any subcontractor agency that fails to comply with the terms and conditions of this Agreement and their respective Subcontractor Agreement. (1 ) Recovered Materials Recipient shall make maximum use of products containing recovered materials that are EPA- designated items unless the product cannot be acquired competitively within a timeframe providing for compliance with the contract perfortnance schedule; Meeting contract performance requirements; or at a reasonable piice. Information about this requirement, along with the list of EPA-designated items, is available at EPA's Comprehensive Procurement Guidelines webpage: https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program. The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act. (2) Domestic Preference for Procurements Recipient should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States. Tis includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occutred in the United States. Manufactured products mean items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. w. Termination for Cause and Convenience - Should recipient fail for any reason to comply with the contractual obligations of this agreement within the time specified by this Agreement, the CITY reserves the right to terminate the Agreement, reserving all rights under state and federal law. x. Contractual/Legal Remedies for Breach of Contract - Should recipient fail for any reason to comply with the contractual obligations of this Agreement and/or willfully, knowingly or negligently breach any term, condition or requirement of the agreement, City may impose sanctions including but not limited to damages (liquidated damages and or penalties) and /or any other remedy available pursuant to the Agreement of the laws then in effect. 22.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 ceitified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) p.o. Box 1988 Santa Aria, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Chief of Police City of Santa Aria 20 Civic Center Plaza (M-96) p.o. Box 1988 Santa Ana, California 92702 To Contractor: Michael Bryant, Deputy Chief Elite Command Training Cotaporation 26741 Portola Parkway, Ste. IE #833 Foothill Ranch, CA 92610 elite@elitecommandtraining.com A party may change its address by giving notice in writing to the other paity. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, coinmunication 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 ceitified, 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 foith on the transmission report issued by the transmitting facsimile machine, addressed as set foith above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 23.MISCELLANEOUS PROVISIONS a.Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective paities to each of the teims 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 tliat sucli autliority or power is not, in fact, held by the signatory or is withdrawn. b.All Exhibits referenced herein and attached hereto shall be incoiporated as if fully set foith in the body of this Agreement. [Signatures on following page] IN WITNESS WHEREOF, the paities hereto have executed this Agreement the date and year first above written. ATTEST:CITY OF SANTA ANA JENNIFER L. HALL City Clerk APPROVED AS TO FORM: SONIA R. CARV ALHO City Attorney TAMARA BOGOSIAN Senior ASsistant City Attoiwey ALVARO NUNEZ City Manager ELITE COMMAND TRAINING CORPORATION y;c5ae1Bryanlffia 6f By, U Title: Deputy Chief, Ops Manager RECOMMENDED FOR APPROVAL: ROBERT RODRIGUEZ Acting Chief of Police EXHIBIT A CITY OF SANTA ANA EXHIBITI SCOPE OF SERVICES 1. REQUIREMENTS A. The specific requirements or this RFP have been listed in Section II. II. TRAINING COURSE(S) A. ASAUA requires seminars, training courses in the following specific disciplines: i. Training Request for: ICS-300 Intermediate Incident Command System (ICS) Ill. MINIMUM REQUIREMENTS A. Availability to conduct up to a total of eight (8) deliveries of the training by the end of the term of the contract. B. The first training must be conducted no later than June 30, 2024. i. Course Name: ICS-300 Intermediate Incident Command System (ICS) ii. Course Description: This course provides training and resources for personnel who require advanced knowledge and application ofthe ICS. This course expands upon information covered in the ICS-100 and ICS-200 courses. iv. Number of Students per Delivery: Minimum of 20 students C. Responsibilities of the City of Santa Ana and the Anaheim/Santa Ana L)rban Area: Classroom with space to arrange students in groups Audio/Visual Equipment Multiple easels, dry erase board, and markers D. Responsibilities of the Training Provider: Laptop Presentation & training aids Professional instruction E. Notice to Respondends: i. All responses to this solicitation shall become property of the City of Santa Ana, and responses will become public record after issuance of Purchase Order. Proposer information identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act. RFP 23-1 87 A City of Santa Ana Page 19 of 47 CITY OF SANTA ANA ii. Contractor shall conduct training courses at various locations/venues within the ASAUA. iii. Contractor shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. iv. 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 proposal. v. 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.qov/cal-oes-divisions/california-specialized-traininq-institute and the DHS website at: https://www.fema.qov/traininq 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. 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. vi. Contractor shall provide all required training material handouts, course syllabus and/or written curriculum vii. 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 viii. 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. ix. Cityreservestherighttocanceltrainingcourseswithfourteen(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. x. Contractor shall provide and assign high quality instructors on a consistent basis to deliver the specified courses. RFP 23-1 87A City of Santa Ana Page 20 of 47 CITY OF SANTA ANA xi. 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. xii. 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 file complaints. xiii. Contractor will be paid for services rendered. Training days are generally eight (8) hours long (e.g. 8AM-5PM), including a one (1) hour lunch break. Schedule should include regular breaks on a 50/1 0 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 curriculum. xiv. 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. xv. 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 requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. this agreement will begin at this time. xvii. 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 POSTcertifications 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. xviii. 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.qov/traininq xix. Contractors are responsible for providing all course materials and delivering it to the site(s) of all training at their cost. xx. Contractor must work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agencies to coordinate the training calendar and venue. RFP 23-187A City of Santa Ana Page 21 of 47 CITY OF SANTA ANA xxi. 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. xxii. 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. xxiii. Contractor may not charge the City for materials brought to the class that are not utilized. xxiv. Contractor may not charge the City for materials brought to the class that are not utilized. xxv. Proposers may be selected to provide training based on their expertise within a specific discipline: 1. ICS-300: Intermediate Incident Command System (ICS) organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. xxvii. Contractor shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course. It shall be the responsibility of the Proposer to complete all forms and documentation necessary to obtain the required EHP approvals at its cost. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist Contractor with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. IV. DELIVERABLES / REPORTS FOR TRAINING COURSES A. Course Surveys/Evaluations i. 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. RFP 23-187A City of Santa Ana Page 22 of 47 CITY OF SANTA ANA ii. 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. 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. 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. V. QUANTITIES FOR TRAINING COURSES A. Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. Vl. 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 Un shall be used. There are no exceptions. D. Pricing shall include any and all payment incentives available to the City. 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. VII.AWARD FOR TRAINING COuRSES A. City reserves the right to reject any or all responses that materially differ from any terms contained in this RFP, 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. RFP 23-1 87A City of Santa Ana Page 23 of 47 CITY OF SANTA ANA 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 RFP will be required. E. Any agreement must be negotiated, finalized, and approved by the recommend Contractor prior to City Council approval. F. RFP specifications, terms, conditions, and Exhibits, RFP Addenda, and Proposals, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFP. Vlll. INVOICING FOR TRAINING COURSES A. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. B. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of peformance of services. C. Invoices shall be emailed to: Sgt. Ricardo Diaz Santa Ana Police Department Email: RDiaz@santa-ana.orq D. City shall notify Proposer of any adjustments required to invoices. E. Invoices shall include, at minimum: i. City PO Number (If applicable) ii. Invoice number iii. Agreement number iv. Remit to address v. Itemized services vi. Course description vii. Pricing as per agreement viii. Instructor name ix. Number of participants x. Course date(s), and xi. Shall be accompanied by acceptable proof of delivery F. Proposer shall utilize standardized invoices upon request. IX. ACCOUNTMANAGER/SUPPORTSTAFFFORTRAININGCOURSES RFP 23-1 87A City of Santa Ana Page 24 of 47 CITY OF SANTA ANA A. Proposershallprovideadedicated,competentAccountManagerwhoshallberesponsible 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 RFP and any agreement which may arise pursuant to this RFP. B. Proposershallalsoprovideadequate,competentsupportstaffthatshallbeabletoservice the City during the working hours of 7:00AM - 5:00PM PST, 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. RFP 23-187A City of Santa Ana Page 25 of 47 EXHIBIT B C:0WlM[firVn TJRfilMIWa RFP N0. 23-187 A January 11, 2024 Anaheim/Santa Ana UASI ICS-300 Traii'iing Services 2. COST PROPOSAL Pricing Ptoposal valid for one luindred eiglity (180) darts. 12522 Nortli Nine Mile Falls Road, Stute 355 - Nine Mile Falls, WA 99026 626-290-6007 www.ehtecommandtraining.com C:0MMjlMJD 'TRAIM"IJ[VC;; October 10, 2024 Megan Ornelas City of Santa Ana Buyer Sent via: mornelas@santa-ana.org Request for Extending Pricing ICS 300 Training - Anaheim /Santa Ana UASI Regional Training and Exercise Program Elite Command Training will agree to extend the original pricing for the ICS 300 Intermediate training series courses. If you have any questions or need to contact me, please do so at the number below. Very truly yours, MICHAEL BRYANT, DEPUTY CHIEF (ret.) Project Manager - Elite Command Training LLC 26741 Portola Parkway, Ste. 1 E #833 Foothill Ranch, Ca. 92610 Email: elite@elitecommandtraininq.com Phone: 626-290-6007 CITY OF SANTA ANA ATTACHMENT A PROPOSER'S CERTIFICATION, PROPOSAL PRICING Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals. I have examined the Scope of Services (Exhibit I) and am qualified to provide services being requested as specified herein. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal. PROPOSER'S STATEMENT: I have read, understood and agree to the terms and conditions on all pages of the Request for Proposals. Upon request, I will transfer and deliver goods or services to the City in accordance with said terms and conditions. Elite Command Training Corp LEGAL NAME OF COMPANY 626-290-6007 PHONE AND FAX NUMBERS 12522 N Nine Mile Falls Road #355, Nine Mile Falls, WA 99026 BUSINESS ADDRESS Michael Bryant PRINTED NAME OF AUTHORIZED AGENT Operations Manager TITLE 1/5/2024 SIGNATURE OF AUTHORIZED AGENT DATE elite@elitecommandtraining.com E-MAIL ADDRESS 45-2450884 FEDERAL ID NUMBER (IF APPLICABLE)CONTRACTOR LICENSE NUMBER (IFAPPLICABLE) THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFP 23-187A City of Santa Ana Page 38 of 47 23 CITY OF SANTA ANA ATTACHMENT B REFERENCES List and describe fully the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications. Attach additionat paqes if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications REFERENCE Customer Name: San Francisco Fire Dept Contact Individual: Shayne Kaialoa Deputy Chief Address: 2310 FOISOm Street Phone Number 415-970-2000 San Francisco, CA 94110 EMAIL: shayne.kaialoa@sfgov.org Contract Amount: $35-Ooo Year: 2018/19/20/22 Description of supplies, equipment, or services provided: ICS 300, 400 for fire & law emorcement personnel FEMA Command & General Staff courses REFERENCE Customer Name: San Diego Fire & Rescue Address: 2580 Kincaid Road San Diego, CA 92101 Contact Individual: Battalion Chief Willy Melendez Phone Number 619-909-418o EMAIL: wmelendez@sandiego.gov Contract Amount: $40-Ooo Year: 2018/19/20/22 Description of supplies, equipment, or services provided: ICS 300, 400 for fire & law enforcement personnel, FEMA Command & General Staff courses REFERENCE North Net Training Facility Anaheim Customer Name:Contact Individual: Facility Administrator Tracy McClellan Address: 1320 N Eastern Avenue East Phone Number 714-978-7304 Los Angeles, CA 90063 EMAIL: TMcClellan@anaheim.net Contract Amount: $32-Ooo Year: 2018/19/20/22 Description of supplies, equipment, or services provided: ICS 300 & 400 for fire law EOC and of Anaheim/Ora ullerton nnel THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONT AIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFP 23-1 87 A City of Santa Ana Page 39 of 47 CITY OF SANTA ANA ATT ACHMENT C PROPOSER'S ST ATEMENT Proposer understands and agrees that this written RFP (or any part thereof specifically designated and accepted by the City of Santa Ana, hereinafter City) shall constitute the entire agreement between proposer and the City only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Executive Director or his duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to proposer or deposited with the United States Postal Service properly addressed to the proposer with the correct postage affixed thereto. Proposer further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish City all required bonds and certificate of liability insurance within ten (10) days (excluding Saturdays, Sundays and City's legal holidays), or the funds, check, draft, or proposer's bond substituted in lieu thereof accompanying this proposal shall become the property of the City and shall be considered as payment of damages due to the delay and other causes suffered by City because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered by City is difficult to ascertain; otherwise said funds, check draffs, or proposer's bond substituted in lieu thereof shall be returned to the undersigned. Proposer understands that a proposal is required for the entire work, that the estimated quantities set forth in the RFP schedule are solely for the purpose of comparing proposals, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. All terms contained in the specifications, the certification of nondiscrimination by contractors, and the ired insurance certificates are to be a reference into this reement and are made specifically as part of this RFP. Firm Elite Command Training Corp Signed and Printed Name: Title Operations Manager Date January 5, 2024 Michael Bryant THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONT AIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFP 23-187A City of Santa Ana Page 40 of 47 25 CITY OF SANTA ANA ATTACHMENT D NON-COLLUSION AFFIDAVIT (ntle 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA In accordanoewith Title 23 United States Code Section 412 and Public Contract Code 7106 the proposer declares that the proposal is not made in the interest of, or on behatf of, any undisclosed person, partnership, company, association, organization, or corporation; that the proposal is genuine and not collusive or sham; that the proposer has not directly or indirectly induced or solicited any other proposer to put in a false or sham proposal, and has not directly or indirectly oolluded, mnspired, connived or agreed with any proposer or anyone else to put in a sham proposal, or that anyone shall refrain from bidding; that the proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference mth anyone to fix the proposal price of the proposer or any proposer, or to fix any overhead, proffl, or mst element of the proposal price, or of that of any other proposer, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the proposal are true; and, further, that the proposer has not, directly or indirectly, submmed his or her pmposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, parhiership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham proposal. Notary Public Signature Notary Public Seal THIS FORM MUST BE COMPLETED AtSID INCLUDED WH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFP 23-187A C$of8antaAna Page4l of47 26 Title of document attached YOUNG K CHOI NOT ARY PUBLIC STATE OF CALIFORNLA JURAT A notary public orothe< offlcercompleting this certificateverifies only the identity ofthe individual who signed thedocumenttowhichthiscertifimteis andnotthe or ofthatdocumerit. State of Californio County of Orange Subscribed and sworn to (or affirmed) before me on this 3 day of Jci;y 202%by ?vtTC5€l .!p. ..5u-rt- provedto me onthe basis of satisfactory evidence to be the person(s) who appeared before me. IJiiLi YOUNG K, CHOI E , COMM # 2465608 'S ORANGE County .5California Notary Public".% aComm Exp act, 5, 2027 : # # # * # @ * * % b * T # % # # * * % i * * # 4 i I * * * ffl * * (Seal) Young K Choi Commission # 2465608 Commission Expires October 05, 2027 (949) 455-0057 foothitl.postandship@gmail.com 27 CITY OF SANTA ANA ATTACHMENT E NON-LOBBYING CERTIFICATION The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: (1 ) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in conformance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, u.s. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. pros agrees su ng is or or pro or shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Signed: Title: Firm: Date: 67mt Operations Manager Elite Command Training Corp January 5, 2024 THIS FORM MLIST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONT AIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFP 23-187A City of Santa Ana Page 42 of 47 28 CITY OF SANTA ANA ATTACHMENT F NON-DISCRIMINATION CERTIFICATION The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: 1. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, "I 965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. L IntheeventoftheConsultant'snon-compliancewiththenondiscriminationc1ausesofthiscontractor with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 2. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 14 246 of September 24, 'I 965, so that such provisions will be binding upon each subcontract RFP 23-187A City of Santa Ana Page 43 of 47 29 CITY OF SANTA ANA or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a subconsultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Title: Firm: Date: 8 Operations Manager Elite Command Training Corp January 5, 2024 THIS FORM MLIST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFP 23-187A City of Santa Ana Page 44 of 47 30 CITY OF SANTA ANA ATTACHMENT G SAM.GOV UEI VERIFICATION On April 4, 2022, the federal government stopped using the DUNS Number to uniquely identify entities. Now, entities doing business with the federal government use the Unique Entity ID created in SAM.gov. They no longer have to go to a third-party website to obtain their identifier. This transition allows the government to streamline the entity identification and validation process, making it easier and less burdensome for entities to do business with the federal government. This RFP includes federal funding, and as such, the proposer must provide verification of their SAM.gov UEI and registration status. Please attach your entity's registration from SAM.gov, including UEI and active registration status. THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFP 23-187A City of Santa Ana Page 45 of 47 31 nSAM.eovo Ent!i7 WOrkspace ReSultS 1 TotalResults ELITE COMMAND TRAINING CORP Unique Entity ID: J3W6SEKW73Y8 CAGE/NCAGE: 7BL68 Entity Status: Active Registration Doing Business As: Physical Address: 17920 N WEST SHORE ROAD UNIT 355 NINE MILE FLS , WA 99026-0753 USA Expiration Date: Aug 18, 2024 Purpose of Registration: All Awards Jan 07, 2024 11:29:50 PM GMT To: eEte elitecorrxrnardtrainmgcam <eliie+Seiitecornniandtrain0ng.cam> [€: elite elitecotWnardttainmg car'n <elite@eliteCt)tnnlandtrarntng.com> Subject: Registntiorr Actinted for EIJTE COMMANDTRAINING CORP / j3W6SEKW73Y8 / 7BL68 in the u.s. Govennmerrrs System for Award Management ISAM) This eniail was sent by an aummmed admmtsvamr. Please do not rep§m ms message. Dear MLhael Bryag The teQistation [01 ELITE COtltMAND TRAINING CORP / J3W6SEKW73Y8 / 78L6B IS now acttve in !ie u S fe(tera) (l(lvemJTlent's %!lteffl fall AWid Manaqerne{it (SA.M). If you OiO not pvo'tide a Comrrietcial ant Govemrriem Entny (CAGEI Code tuvmg the iegiairation preceai, oiie Ixas been assigned to )iou by iThe Defense Loty;tics %errcy (DLA) CAGE Piogram -l () tenqari eligibfe IO da bUS}lle!tS Wlt)'l the fe(letal t)Ovemment, you must relTeW your ermiy S reQISt(at00n in SAM exaeQ '/eEIT. TFle anriual tetiewal (late far tne tegisttaiiion IS 12 'I 0 07(1'74 You nmy kwite addOional usaato manage or re your emtiy regiaua'on by billow: d sieps: t Go to htzs://viivniv.sam.qov and kig in. 2 OniheWotkspacepage,saoldowntobUserDirecmiy. 3. EnienheemailaddressofTheimryaiwannoimneandsekctEimroiseleatheemai+addresshomliu 4 Onnenpage,sdmlbeAas:Rolebutlonintheqitgmconierdllepage. 5. OnlheAss$nR*page,followTheinsvuamnsprmridedandsdealnmtamnmThebonenidthepage. 6. The user mll be imi6ed NU inv+eeea will reoem an emai) message froin SAAA wei insms on howm conipletethe pmcess. Re,thta pmCel$ is emke% FREEtoyou h m FREEto re@imr and maimakiyour regm In . it = w gahelp mtti ym registration from our auppon)ng Federal Serv'm Desk m gB or bytdephone m 866-606-8220 (ml hee) or 33Jk206-7828 (gnemmional§). In addhioq ifyou se kicated inthe u.s. and tm ou$uxl areas, you Iran gei FREE auppon tronifflr local ProcurenenlTechnical Am!staim Cenler (PTAC), an ofhckil resouice for govemmem aah) aul. Gom hem://yyyyyy,@(n@g-u@4rJ mfim your ckisem PTAC. Thank you, The System for Award Managanem (RAM) Adminimmmr Imps://www.sam.qm ATT ACHMENT H Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions This certification is required by the regulations implementing Executive Order 12549, as amended, Nonprocurement Debarment and Suspension, 2 CFR Part 2998, Subpart C, Responsibilities of Participants Regarding Transactions. The regulations were published as Part Vll of the May 26, 1988, Federal Register (Paies 19160-19211), and as subsequently amended in 81 Federal Register 25585. (Before completing certification, read instructions which are an integral part of certification) 1. Pursuant to 2 CFR 180.335, the prospective primary participant, (i.e. grantee) certifies to the best of its knowledge and belief, that it and its principals: a. Are not presently excluded or disqualified; b. Have not been convicted within the preceding three years of any of the offenses listed in 2 CFR 180.800(a) or had a civil judgment rendered against them for one of those offenses within that time period. c. Are not presently indicted for or otherwise criminally or civilly charged by a government entity (Federal, State or local) with commission of any of the offenses listed in 2 CFR 180.800(a); and d. Have not had one or more public transactions (Federal, State or local) terminated within the preceding three years for cause or default. 2. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Michael Bryant, Operations Manager Name and Title of Official Authorized to Certify On Behalf of the Consultant January 5, 2024 Date RFP 23-187A City of Santa Ana Page 46 of 47 AGREEEMENT WITH UTILTITY RESPONSE TRAINING ASSOCIATES, AND CITY OF SANTA ANA TO PROVIDE ASAUA./UASI TRAINING THIS AGREEMENT is made and entered into on tis 19th day ofNovember, 2024 by and between Utility Response Training Associates, ("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"). RECIT ALS A. OnDecemberl8,2023,TheCityissuedRequestforProposalsNo.23-188A(RFP)seeking proposals from qualified fiims and organizations to provide ICS-400 Advanced Incident Command System (ICS) course of instruction, on behalf of the Anaheim/Santa Aria Urban Area (ASAUA). T)"iis program is designed to provide tlie ASAUA's stakeliolders witli tlie regional training and exercises necessary to meet the goals and objectives set foith in the ASAUA's Homeland Security Strategy B. The United States Department of Homeland Security, Federal Emergency Management Agency, has developed ASAUA to enhance the domestic preparedness of urban areas by ensuring that first responders have adequate and appropriate equipment and training to prevent, respond to, and recover from acts of terrorism. ASAUA allocates a set percentage of its annual United States Department of Homeland Security's Urban Areas Secririty Initiative (UASI) grant allocations to fund training and exercises. Training courses and exercises requested tmough the ASAUA Homeland Security Regional Training and Exercise Program will be paid in part or in full with funding from the United States Department of Homeland Security's Urban Areas Security Initiative (UASI) grant. Funding from this grant is applied to homeland security related training, exercises, equipment, and projects in the ASAUA. C. Contractor submitted a responsive proposal that was selected by the City D. 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 fiim 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 Contractor shall perfornn during the teim of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fiilly and adequately complete the setavices described and set forth in Scope of Services - Exhibit A, provided in the RFP, attached hereto and incorporated by reference, attached hereto and incoiporated by reference. EXHIBIT 2 2.COMPENSATION a. Contractor shall be paid only for actual setavices perfornned under tis Agreement at the rates identified in Contractor's Cost Proposal - Exhibit B. The cost per class shall not exceed $7,872.70. The cost for eight classes and the total amount to be expended during the term of tis Agreement shall not exceed $62,981.60. b. Payment by City shall be made within foity-five (45) days following receipt of proper invoice evidencing work perfoimed, subject to City accounting procedures. City and Contractor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Contractor agrees to execute the City's standard ACH Vendor Payment Autliorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Contractor's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of perfotmance set forth in the Recitals which may reasonably be expected by City. 3.TERM This Agreement shall commence on the date first written above for an initial three (3) year teim with the option for the City to grant up to two (2), one (l)-year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 17, below. 4.PREY AILING WAGES Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require tlie payment of prevailing wage rates and tl'ie performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5.INDEPENDENT CONTRACTOR Contractor shall, during the entire teim 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 perfornns 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 goveiing 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 MATERIAJ,S 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 tliis Agreement ("Doctnnents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and petapetual license for any Documents & Data the subcontractor prepares under tis Agreement. Contractor represents and wartaants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and wartaanty 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 puiposes intended by this Agreement shall be at City's sole risk. 7.INSURANCE Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to propeity wich may arise from or in coru'iection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors. MINIMUM SCOPE AND LIMIT OF INSURANCE 1. Commercial General Liability (CGL): Insurance Services Office Foim CG 00 01covering CGL on an "occurrence" basis, including products and coinpleted operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. Required policy limits can be met with primaiy and umbrella/excess insurance policies. 2. Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In the event Contractor does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance. 3. Workers' Compensation (W/C): as required by the State of Califoinia, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, policy or employee, for bodily injury or disease. Coverage is not required if Contractor has no employees and signs request to waive such insurance. 4. Professional Liability Insurance (PL): with limits no less than $2,000,000 per occutarence or claim, and $4,000,000 aggregate. If Contractor maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City shall be entitled to the broader coverage and/or the higher limits maintained by Contractor. Where the policy limits are greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference in to the Agreement. Other Insurance Provisions The above required insurance policies are to contain or be endorsed to contain the following prOVlSlOnS: 1. City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Contractor's CGL, PL, and AL policies, witli respect to any liability arising out of work or operations performed by or on behalf of the Instructor including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. Contractor and it's Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the teims of the CGL, AL, PL, and W/C policies, arising from work performed by Contractor under this Agreement. 3. For any claims related to this contract, Contractor's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds, ensuring that Contractor's insurance sliall apply separately to eacli insured against wliom a claim is n'iade or suit is brought, except with respect to the insurer's limits of liability. 5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thiity (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment of premium. 6. Certificate Holder on each Evidence of Insurance ceitificate shall be: City of Santa Ana, Attention: City Attorney's Office, 20 Civic Center Plaza, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each ceitificate. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City. The City may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the State of Califoinia with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City. Verification of Coverage Contractor shall futanish City with original Ceitificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Contractor's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 8.INDEMNIFICATION Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (l) 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 negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its 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 teims of or effects arising from this Agreement. 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 fuither agrees to indemnify, hold harnnless, 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 asseiting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the teims of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 9.INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infriiigement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. 10.RECORDS Contractor shall keep records and invoices in connection with the work to be perfoimed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any setavices, 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. 11.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 it shall not use or disclose such infornnation except in the perfoimance of this Agreement, and fuither agrees to exercise the same degree of care it uses to protect its own infoimation of like importance, but in no event less tlian reasonable care. "Confidential Information" sliall include all nonpublic infornnation. Confidential infoimation includes not only written infoimation, but also information transferred orally, visually, electronically, or by other means. Confidential infoimation disclosed to either paity by any subsidiary and/or agent of the other party is covered by tis Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any infornnation 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 without 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. 12.CERTIFICATIONS The funds used to pay for this Agreement will be partly comprised of federal grant 'Junds. Contractor agrees and understands that it will comply with the teims of the Certifications attached hereto as Attachment A-Proposer's Ceitification, Proposal Pricing, Attachment B-References, Attachment C-Proposer's Statement, Attachment D-Non-Collusion Affidavit, Attachment E- Non-Lobbying Certification, Attachment F-Non-Discrimination Ceitification, Attachment G- SAM.GOV EUI Verification, Attachment H-Certification Regarding Debaiment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions, incorporated by reference into this Agreement. Contractor may be referenced as Contractor, Paiticipant or Proposer in Attachments A-H. Contractor shall keep itself infoimed of all City, State and Federal laws and regulations which may, in any manner, affect the perfornnance of it services pursuant to tis Agreement. Contractor shall at all times, observe and comply with all such laws and regulations. City and its officers and employees shall not be liable at law or in equity by reason of the failure of the Contractor to comply with this paragraph. 13.CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with perfoimance of services specified under this Agreement. 14.NON-DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, maiital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or militaiy and veteran stahis, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, ternnination or other employment related activities or any services provided under this Agreement. Contractor affirms that it is an equal oppoitunity employer and shall comply with all applicable federal, state and local laws and regulations. 15.EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the paities. In the event of a conflict between the terms of this Agreement and any attacents hereto, the teims of this Agreement shall prevail. Tis Agreement may not be modified except by written instiument 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 instiument 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 paity, or anyone acting on behalf of any party, which is 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 tis Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement perfornned by City personnel or by other Contractors retained by City. 17.TERMINATION Tis Agreement may be terminated by the City upon thiity (30) days written notice of teimination. hi 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 teimination, subject to the following conditions: a.As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the propeity of the City unless prohibited by law, and Contractor consents to the City's use thereof for such puiposes as the City deems appropriate b.Payment need not be made for work which fails to meet the standard of perfoimance specified in the Recitals of this Agreement. 18.WAIVER No waiver of 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 or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constihite a continuing waiver unless the wiiting so specifies. 19.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 deteimined and governed by the laws of the State of Califoiia. Both parties further agree that Orange County, Califoiia, 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. 20.PROFESSIONAL LICENSES Contractor shall, throughout the teim of this Agreement, maintain all necessary licenses, peimits, 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 Califotania, the City of Santa Ana and all other goverental agencies. Contractor shall notify the City immediately and in wiiting of its inability to obtain or maintain such pertnits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for teimination of this Agreement. 21.FEDERAL REGULATIONS Utility Response Training Associates shall comply with all applicable contractual provisions required by the United States Office of Management and Budget (OMB), as set for the in 2 CRF Pait 200, whether or not expressly set forth in this document, including but not limited to those provisions set foith below. Notwithstanding, anything to the contrary herein, including without limitation , the language in this Agreement, the actual language contained in federal statutes, federal regulations, federally promulgated materials and state statutes, shall control in determining any obligations under federal law in the event of a conflict with any terms, language or provisions contained in this Agreement. Utility Response Training Associates shall not perfoim any act, fail to perform any act, or refuse to comply with any requests, which would cause City to be in violation of the federal ternns and conditions. a. Federal Regulations - Recipient must comply with the government cost principles, unifoim administrative requirements and audit requirements for federal grant program housed within Title 2, Part 180 of the Code of Federal Regulations. b. Debarment and Suspension - As required by Executive Orders 12549 and 12689, and 2 CFR §200.214 and codified in 2 CFR Part 200, Recipient must provide protection against waste, fraud, and abuse by debarring or suspending those persons deemed irresponsible in their dealings with the Federal governrnent. c. Audit Records - With respect to all matters covered by this agreement all records shall be made available for audit and inspection by CITY, the grant agency and/or their duly authorized representatives for a period of three (3) years from the date of submission of the final expenditure report by the City of Santa Aria. For a period of three years after final delivery hereunder or until all claims related to this Agreement are finally settled, whichever is later, Recipient shall preserve and maintain all documents, papers and records relevant to the services provided in accordance with this Agreement, including the Attachments hereto. For the same time period, Recipient shall make said documents, papers and records available to City and the agency from which City received grant funds or their duly authorized representative(s), for examination, copying, or mechanical reproduction on or off the premises of Recipient, upon request during usual working hours. d. Reports - Recipient shall provide to City all records and information requested by City for inclusion in quaiterly reports and such other reports or records as City may be required to provide to the agency from which City received grant funds or other persons or agencies. e. Section 504 of the Rehabilitation Act of 1973 (Handicapped) - 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 handicapped person shall, solely by reason of handicap be excluded from the paiticipation 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. The Recipient agrees it will ensure that requirements of The Act shall be included in the agreements with and be binding on all of its contractors, subcontractors, assignees or successors. f. Americans with Disabilities Act of 1990 - (ADA) Recipient must comply with all requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. g. 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 fuither the election or defeat of any candidate for public office, or otheiwise in violation of the provisions of the "Hatch Act". h. No Lobbying - Recipient will comply with all applicable lobbying prohibitions and laws, including those found in the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352, et seq.), and agrees that none of the funds provided under this award may be expended by the Recipient 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 conceig the award or renewal of any federal contract, grant, loan, or cooperative agreement. i. Non-DiscrirninationandEqualOppoitunity-Recipientwillcomply,andallitscontractors (or subrecipients) 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 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non-Discrimination Regulations, 28 CFR Part 42, Subpaits C, D, E, and G; and Depaitment of Justice regulations on disability discrimination, 28 CFR Pait 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Recipient makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against a recipient of funds, the Recipient 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. If applicable, recipient will comply with the equal oppoitunity clause in 41 C.F.R. 60-1.4(b) in accordance with Executive Order 11246 as amended byExecutiveOrderNo. 11375. j. Equal Employment Oppoitunity - Recipient will comply, and all its contractors (or subrecipients) 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 Depaitment of Labor regulations (41 CFR chapter 60), as applicable. k. Public Contracts Code - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. 1. Copeland "Anti-Kickback" Act - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Copeland "Anti-Kickback" Act (40 U.S.C. 3145) as supplemented in Depaitment of Labor regulations (29 CFR Pait 3), as applicable. m. David-Bacon Act - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Davis-Bacon Act (40 U.S.C. 3141-3144 and 3146-3148) as supplemented by Depaitment of Labor regulations (29 CFR Pait 5), as applicable. n. Work Hours and Safety - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3702 and 3704) as supplemented by Depaitment of Labor regulations (29 CFR Pait 5), as applicable. o. Clean Air Act - Recipient will comply, and all its contractors (or subrecipients) will comply, with all applicable standards, orders or requirements issued under the Clean Air Act (42 U.S.C. 7401-7671q), and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as applicable. p. Energy and Conservation - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Energy Policy and Conservation Act (42 U.S.C. 6201), as applicable. q. Waste Disposal - Recipient will comply, and all its contractors (or subrecipients) 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. r. Patent Rights - Recipient 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 3 7 CFR§ 401 and any other implementing regulations, as applicable. s. Copyright - Recipient 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 goveinment, SAA and/or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the subcontractor purchases ownership with suppoit through this grant. The Federal government's, SAA's and City's rights identified above must be conveyed to tlie publisher and tlie language of tlie publis)ier's release form must ensure tlie preservation of these rights. t. Equal Employment in Constiuction Contracts - Pursuant to Equal Employment Opportunity requirements of 41 C.F.R. 60-1.4(b) in accordance with Executive Order 11246 as amended by Executive Order No. 11375, as to any constiuction contract thereunder, if applicable, during the perfoimance of this contract, the contractor agrees as follows: (1) The contractor will not discriminate against any employee or applicant for employtnent because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; reciuitment or rectauitment adveitising; layoff or teimination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (2) The contractor will, in all solicitations or adveitisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. (3) The contractor will not discharge or in any other maiu'ier discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such infoimation, unless such disclosure is in response to a fornnal complaint or charge, in fuitherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to fuinish infoimation. (4) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's commitments under tis section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6) The contractor will furnish all information and repoits required by Executive Order 11246 of September 24, 1965, and by iules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to asceitain compliance with such rules, regulations, and orders. (7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said taules, regulations, or orders, this contract may be canceled, tetminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Orderll246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by nale, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (8) The contractor will include the poition of the sentence imtnediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance. u. Prohibition on Ceitain Telecoinmunications and Video Surveillance Services or Equipment - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements under Uniform Guidance 2 CFR §200.216. Recipient will comply with FEMA Policy 405-143-1, Prohibitions on Expending FEMA Award Funds on Covered Telecomtnunications Equipment or Services (Interim), which prohibits grant recipients and subrecipients from obligating or expending loan or grant funds to procure or obtain, extend or renew a contract to procure or obtain, or to enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecornrnunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232, section 889, covered telecoiuinunications equipment: (1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Coiporation (or any subsidiaiy or affiliate of such entities). (2) For the purpose of public safety, security of governrnent facilities, physical security surveillance of critical infrastiucture, and other national security puiposes, video surveillance and telecommunications equipment produced by Hytera Communications Cotporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). (3) Telecommunications or video surveillance services produced by such entities or using such equipment. (4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. v. Domestic Preferences for Procurements/Subcontracts - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements under Unifoim Guidance 2 CFR §200.322. Recipient shall comply with the federal and recipient standards in the award of any subcontracts. For purposes of this Agreement, subcontracts shall include but not be limited to purchase agreements, rental or lease agreements, third paity agreements, consultant service contracts and construction subcontracts. Recipient shall ensure that the teims of this Agreement with the CITY are incorporated into all Subcontractor Agreements. The recipient shall submit all Subcontractor Agreements to tlie CITY for review prior to the release of any funds to the subcontractor. The recipient shall withhold funds to any subcontractor agency that fails to comply with the terms and conditions of this Agreement and their respective Subcontractor Agreement. (l) Recovered Materials Recipient shall make maximum use of products containing recovered materials that are EPA- designated items unless the product cannot be acquired competitively within a timeframe providing for compliance with the contract performance schedule; Meeting contract performance requirements; or at a reasonable price. Information about this requirement, along with the list of EPA-designated items, is available at EPA's Compreliensive Procurement Guidelines webpage: https://www.epa.gov/smrn/comprehensive-procurement-guideline-cpg-program. The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act. (2) Domestic Preference for Procurements Recipient should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. Manufactured products mean items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. w. Teimination for Cause and Convenience - Should recipient fail for any reason to comply with the contractual obligations of this agreement within the time specified by this Agreement, the CITY reserves the right to teiminate the Agreement, reserving all rights under state and federal law. x. Contractual/Legal Remedies for Breach of Contract - Should recipient fail for any reason to comply with the contractual obligations of this Agreement and/or willfully, laiowingly or negligently breach any term, condition or requirement of the agreement, City may impose sanctions including but not limited to damages (liquidated damages and or penalties) and /or any other remedy available pursuant to the Agreement of the laws then in effect. 22.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 ceitified mail, postage prepaid, or sent by fax or other telegrapMc communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.0. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Chief of Police City of Santa Ana 20 Civic Center Plaza (M-96) p.o. Box 1988 Santa Ana, California 92702 To Contractor: R. Ranger Doin, Managing Partner Utility Response Training Associates p.o. Bo 101 Oak View, CA 93022 Ranger.dorn@urtallc.com A paity 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 giyen twenty-four (24) hours after the time set forth on the transmission repoit 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. 23.MISCELLANEOUS PROVISIONS a.Each undersigned represents and watarants that its signature herein below has the power, authority and right to bind their respective parties to each of the ternns 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 foith in the body of this Agreement. [Signatures on following page] IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: JENNIFER L. HALL City Clerk AJ'PROVED AS TO FORM: SONIA R. CARV ALHO City Attorney Senior Assistant City Attorney CITY OF SAJ'!TA ANA AI,VARO NUNEZ City Manager UTILITY RESPONSE TRAINING ASSOCIATES: BY: R. Ranger Dorn Title: Managing Partner RECOMMENDED FOR APPROVAI,: ROBERT RODRIGUEZ Acting Chief of Police EXHIBIT A CITY OF SANTA ANA EXHIBITI SCOPE OF SERVICES I. REQUIREMENTS A. The specific requirements of this RFP have been listed in Section II. II. TRAINING COURSE(S) A. ASAUA requires seminars, training courses in the following specific disciplines: a. Training Request for: ICS-400 Advanced Incident Command System (ICS) Ill. MINIMUM REQUIREMENTS A. Availability to conduct up to a total of eight (8) deliveries of the training by the end of the term of the contract. B. The first training must be conducted no later than June 30, 2024. i. Course Name: ICS-400 Advanced Incident Command System (ICS) ii. Course Description: This course provides training and resources for personnel who require advanced knowledge and application of the ICS. This course expands upon information covered in the ICS-1 00 and ICS-200 courses. Number of Del iv. Number of Students per Delivery: Minimum of 20 students C. Responsibilities of the City of Santa Ana and the Anaheim/Santa Ana Urban Area: Classroom with space to arrange students in groups Audio/\/isual Equipment Multiple easels, dry erase board, and markers D. Responsibilities of the Training Provider: Laptop Presentation & training aids Professional instruction E. Notice to Respondends: i. All responses to this solicitation shall become property of the City of Santa Ana, and responses will become public record after issuance of Purchase Order. Proposer information identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act. RFP 23-1 88A City of Santa Ana Page 19 of 47 CITY OF SANTA ANA ii. Contractor shall conduct training courses at various locations/venues within the ASAUA. iii. Contractor shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. iv. 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 proposal. v. 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.qov/cal-oes-divisions/california-specialized-traininq-institute and the DHS website at: https://www.fema.gov/traininq 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 or 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. 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. vi. Contractor shall provide all required training material, handouts, course syllabus vii. 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 viii. 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 iT cancellation occurs within this period. ix. 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. x. Contractor shall provide and assign high quality instructors on a consistent basis to deliver the specified courses. RFP 23-1 88A City of Santa Ana Page 20 of 47 CITY OF SANTA ANA xi. 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. xii. 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 file complaints. xiii. Contractor will be paid for services rendered. Training days are generally eight (8) hours long (e.g. 8AM-5PM), including a one (1) hour lunch break. Schedule should include regular breaks on a 50/1 0 break ratio - for every fiffy (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum. xiv. 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. xv. 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 requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. mmer of 2024. Usage under this agreement will begin at this time. xvii. 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 POSTcertifications 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. xviii. 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.qov/traininq xix. Contractors are responsible for providing all course materials and delivering it to the site(s) of all training at their cost. xx. Contractor must work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agencies to coordinate the training calendar and venue. RFP 23-1 88A City of Santa Ana Page 21 of 47 CITY OF SANTA ANA xxi. 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 xxii. 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. xxiii. Contractor may not charge the City for materials brought to the class that are not utilized. xxiv. Contractor may not charge the City for materials brought to the class that are not utilized. xxv. Proposers may be selected to provide training based on their expertise within a specific discipline: 4. 1CS-400: Avanced !ncident Command System (ICS) xxvi. Contractors shall ensure that traini organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. xxvii. Contractor shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course. It shall be the responsibility of the Proposer to complete all forms and documentation necessary to obtain the required EHP approvals at its cost. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist Contractor with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. IV. DELIVERABLES / REPORTS FOR TRAINING COURSES A. Course Surveys / Evaluations i. 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. RFP 23-1 88A City of Santa Ana Page 22 of 47 CITY OF SANTA ANA ii. 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. 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. 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. V. QUANTITIES FOR TRAINING COURSES A. Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. Vl. 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 freighUdelivery 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. 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. V11.AWARD FOR TRAINING COURSES A. City reserves the right to reject any or all responses that materially differ from any terms contained in this RFP, 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. RFP 23-1 88A City of Santa Ana Page 23 of 47 CITY OF SANTA ANA 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 RFP will be required. E. Any agreement must be negotiated, finalized, and approved by the recommend Contractor prior to City Council approval. F. RFP specifications, terms, conditions, and Exhibits, RFP Addenda, and Proposals, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFP. Vlll. INVOICING FOR TRAINING COURSES A. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. B. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. C. Invoices shall be emailed to: Sgt. Ricardo Diaz Santa Ana Police Department Email: RDiaz(a,santa-ana.orq D. City shall notify Proposer of any adjustments required to invoices. E. Invoices shall include, at minimum: i. City PO Number (If applicable) ii. lnvoice number iii. Agreement number iv. Remit to address v. Itemized services vi. Course description vii. Pricing as per agreement viii. Instructor name ix. Number of participants x. Course date(s), and xi. Shall be accompanied by acceptable proof of delivery F. Proposer shall utilize standardized invoices upon request. IX. ACCOUNT MANAGER/SUPPORT ST AFF FOR TRAINING COURSES RFP 23-1 88A City of Santa Ana Page 24 of 47 CITY OF SANTA ANA A. Proposershallprovideadedicated,competentAccountManagerwhoshallberesponsible 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 RFP and any agreement which may arise pursuant to this RFP. B. Proposershallalsoprovideadequate,competentsupportstaffthatshallbeabletoservice the City during the working hours of 7:00AM - 5:00PM PST, 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. RFP 23-1 88A City of Santa Ana Page 25 of 47 IWURTA EXHIBIT B Utility Response Training Associates, LLC iii. Deliverables and implementation plan URTA, LLC will coordinate with City/ ASAUASI staff to produce the following deliverables. Initial coordination meeting. Work with City/ ASAUASI staff to create a course schedule - within 30 days of the award of a contract. First Class Delivery- Prior to June 30, 2024. Additional classes by arrangement. URTA can provide multiple classes at the same time. Cost Proposal The all-inclusive proposed cost for RFP 23-188A is: In-Person courses Jingle delivery in person with printed course materials- 97,872,7d light deliveries in person with printed course materials- %2Q1.Q This quote is valid until December 31, 2024. URTALLC- p.o. Box 101, Oak View, CA 93022 :=WUf2TA VII Certifications Utility Response Training Associates, LLC Attachment A: Proposer's Certification and Proposal Item Pricing CITY OF SANTA ANA ATTACHMENT A PROPOSER'S CERTIFICATION, PROPOSAL PRICING Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals. I have examined the Scope of Services (Exhibit I) and am qualified to provide services being requested as specified herein. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal. PROPOSER'S STATEMENT: I have read, understood and agree to the terms and conditions on all pages of the Request for Proposals. Upon request, I will transfer and deliver goods or services to the City in accordance with said terms and conditions. Utility Response Training Associates, LLC LEGAL NAME OF COMPANY 805-701-1459 PHONE AND FAX NUMBERS PO Box 101 0ak View, CA 93022 BUSINESS ADDRESS PRINTED NAME OF AUTHORIZED AGENT SIGNATURE OF AUTHORIZED AGENT 1/7/2024 DATE TITLE ranger.dorn@urtallc.com E-MAIL ADDRESS FEDERAL ID NUMBER (IF APPLICABLE)CONTRACTOR LICENSE NUMBER (IFAPPLICABLE) '-PROPOS'A"LS"T'HoA'T"D"0"NaO'T"C'oOaNoTAiMiPh'T:TisE'Fo'R:D wNi'LLiUElDE.EcDoWhsTio"E"RH=E[)PhRooN'RO=SsAF'Lo?4SlvE. RFP 23-188A City oT Sanla Ana Page 38 oT 47 URTALLC- p.o. Box 101, Oak View, CA 93022 Attacliment B: References Utility Response Training Associates, LLC CITY OF SANTA ANA ATT ACHMENT B REFERENCES List and describe fully the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications. Attach additional paqes if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. REFERENCE Customer Name: Bay Area Traininq and Exercise Proqram Contact Individual: David Barnett Address: 1 Dr. Carlton B Goodlett Place Phone Number: 650-743-6687 Sai'i Frimcisco, CA 94102-4685 EMAIL: dbarnetk(a)swfd.orq Contract Amount: Awarded by Project Task Year: 2021 to present Description of supplies, equipment, or services provided: Provide IMT Training courses, including Command and General Staff, 0-305 and S-420, as well as All-Hazards Position Specific Courses. REFERENCE Customer Name: Oranqe County OES Address: 2644 Santiaqo Cyn Rd Silverado, CA 92676 Contact Individual: Miriam Aldana Phone Number: 714-628-7674 EMAIL: ;i'icilt'lanaJa2ocsiieriff qoyi Contract Amount: Not to Exceed $300,000 Year: 2023 to present Description of supplies, equipment, or services provided: Provide ICS 300 and 400 Courses, including student registration and flyers REFERENCE Customer Name: Pierce County Emerqency Mqmt. Contact Individual: Emily Cunninqham Address: 950 Fawcett Ave Suite 100 Phone Number: 253-798-7428 Tacoma. WA 98402 EMAIL: Emily.cunninqharn@piercecountywa.qov Contract Amount: $123,280 Year: 2022 and 2023 Description of supplies, equipment, or services provided: Deliver ICS AHIMT Position Specific Training Courses. customized ' scenarios for all courses. THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONT AIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFP 23-188A City ol Sanla Ana Page 39 of 47 URTALLC- p.o. Box 101, Oak View, CA 93022 ffiWUQTA Utility Response Training Associates, LLC Attacl'unent C: Proposer's Statement CITY OF SANTA ANA ATTACHMENT C PROPOSER'S ST ATEMENT Proposer understands and agrees that this written RFP (or any part thereof specifically designated and accepted by the City of Santa Ana, hereinafier City) shall constitute the entire agreement between proposer and the City only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Executive Director or his duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to proposer or deposited with the United States Postal Service properly addressed to the proposer with the conect postage affixed thereto. Proposer further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish City all required bonds and certificate of liability insurance within ten (10) days (excluding Saturdays, Sundays and City's legal holidays), or the funds, check, drafi, or proposer's bond substituted in lieu thereof accompanying this proposal shall become the property of the City and shall be considered as payment of damages due to the delay and other causes suffered by City because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered by City is difficult to ascertain; otherwise said funds, check drafts, or proposer's bond substituted in lieu thereof shall be returned to the undersigned Proposer understands that a proposal is required for the entire work, that the estimated quantities setforth in the RFP schedule are solely for the purpose of comparing proposals, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. All terms contained in the specifications, the certification of nondiscrimination by contractors, and the required insurance certificates are to be incorporated by reference into this agreement and are made Firm Utility Response Traininq Associates, LLC R. Ranqer Dom Title: Manaqinq Partner Date January 7, 2024 ppoposTAi':ls'T:'A'TMo:"Ut4So'TBcEoCw0'TArMiPh'T:TisEDf-o"R:D wNiCiLl-UEID=EcDO"sTiHoE'R:LE[)'NRooN'ROF=SsApLowstVE. RFP 23188A City ol Santa Ana Page 40 of 47 URTALLC- p.o. Box 101, Oak View, CA 93022 IWUQTA Utility Response Training Associates, LLC Attacliment D: Non-Collusion Affidavit CITY OF SANTA ANA ATT ACHMENT D NON-COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY' OF SANTA ANA In accordance with Title 23 United States Code Section Il 2 and Public Contract Code 7106 the proposer declares that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership. company, association, organization, or corporation; that the proposal is genuine and not collusive or sham: that the proposer has not directly or indirectly induced or solicited any other proposer to put in a false or sham proposal, and has not directly or indirectly colluded, conspired, connived or agreed with any proposer or anyone else to put in a sham proposal, or that anyone shall refrain from bidding; that the proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price of the proposer or any proposer, or to fix any overhead, profit, or cost element of the proposal price, or of that of any other proposer. or to secure any advantage against the public body awarding the contract of anyone interested tn the proposed contract; that all statements contained in the proposal are true and, further, that the proposer has not, directly or indirectly, submitted his or her proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham proposal. Note' The above non-collusion affidavit is part of the proposal. Signing this proposal on the signature portion thereof shall also constitute signature of this non-collusion affidavit. Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. who appeared before me. Notary Public Signature Notary Public Seal pgoposTa'L:T'HOATD:"i'lSo'TBcEO:Or::'T:Ti:'OR"llllD:iCL.LL.\BD=Ec%:;oH=TFtH=Eo'NR(osPfo=SsApL6Nstv=. RFP 23-18aA Ciiy oT Sanla Ana Page41 of47 URTALLC- p.o. Box 101, Oak View, CA 93022 mWUQTA Attaclunent E: Non-Lobbying Certification CITY OF SANTA ANA Utility Response Training Associates, LLC ATT ACHMENT E NON-LOBBYING CERTIFICATION The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: (1 ) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grani loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contracI grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in conformance with its instructions. This certification is a material representation offact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, u.s. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall $100,000 and that all such subrecipients shall certify and disclose accordingly. Title: Firm' Date: Manaqinq Partner Utility Response Traininq Associates, LLC January 7, 2024 pnoposTaHi:rFH'A'TD:%'0'TBc'iCs?'::NLT'H'::'F(":::i'L:LUEI'EE("o':gHo;I":%:oO:to:?6)NsiVE. RFP 23-188A Clty of Sanla Ana Page 42 ol 47 URTALLC- p.o. Box 101, Oak View, CA 93022 Attacliment F: Non-Discrimination Certification Utility Response Training Associates, LLC CITY OF SANTA ANA ATT ACHMENT F NON-DISCRIMINATION CERTIFICATION The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: 1 The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertistng; layoff or termination rates of pay or other forms of compensation: and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5 The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules. regulations, and orders. 1. IntheeventoftheConsultant'snon-compliancewiththenondiscriminationclausesofthiscontractor with any of the said rules, regulations, or orders, the contract may be canceled, terminated. or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 2 The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1 )through (7) in every subcontrad or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 4 '1246 of September 24, 1965, so that such provisions will be binding upon each subcontract RFP 23-188A City oT Sanla Ana Page 43 of 47 URTALLC- p.o. Box 101, Oak View, CA 93022 WUQTA Utility Response Training Associates, LLC CITY OF SANTA ANA or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a subconsultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: -ta' k Title:Manaqinq Partner Firm:Utility Response Traininq Associates, LLC Date:January 7, 2024 pFeoposToHl-s'T'HOa'T"DMoUf'.ISo"TBcEo'N?A'l'N'T'H'lS'oFO'R"Mo wNiCiLiUEIDEEcDoWwsTiHo='lRH=E%fSIRoolll'RO=SsAF'Loxsiv=. RFP 23-188A Ciiy of Sanla Ana Page44of47 URTALLC- p.o. Box 101, Oak View, CA 93022 IWUQTA Utility Response Training Associates, LLC Attacliment G: SAM.GOV Uniqrie Entity ID (UEI) Verification CITY OF SANTA ANA ATTACHMENT G SAM.GOV UEI VERIFICATION On April 4, 2022, the federal government stopped using the DUNS Numberto uniquely identify entities. Now, entities doing business with the federal government use the Unique Entity ID created in SAM.gov. They no longer have to go to a third-party website to obtain their identifier. This transition allows the government to streamline the entity identification and validation process, making it easier and less burdensome for entities to do business with the federal government. This RFP includes federal funding, and as such, the proposer must provide verification of their SAM.gov UEI and registration status. Please attach your entity's registration from SAM.gov, including UEI and active registration status. Please see URTA, LLC's SAM.gov registration confirmation below. i.l'l:.11{i"l:"ir".)il"il' kl!i'.lilitilr:.i:',;ClCltl'iES,LLC *ACill.ieReglSttatlOl1 En:ity u'uque Evil oy 10 WV9.lMJBWUhi5 C,iC[ Ct'iilc 8EAP5 Pliy's:eai ilntliest. 10551 AL}flOND AVE, OAK VIEW. CA 93022 USA ElpifnliOil DJlt" Aug 20, 2024 Poipose of Registiatiori All Awards URTALLC- p.o. Box 101, Oak View, CA 93022 ATTACHMENT H EIWUQTA Utility Response Training Associates, LLC Attacliment: Certification Certification Regarding Debarment, Suspension, Ineli@ibility and Voluntary Exclusion Lower Tier Covered Transactions Tliis certification is required by t)ie regulations implementing Executive Order 12549, as amended, Nonprocurement Debarment and Suspension, 2 CFR Part 2998, Subpart C, Responsibilities of Participants Regarding Transactions. The regulations were published as Part Vll of the May 26, 1988, Federal Register (Pages 19160-19211), and as subsequently amended in 81 Federal Register 25585. (Before completlng certification, read instructions which are an integral part of certification) 1. Pursuant to 2 CFR 180.335, the prospective primary participant, (i.e. grantee) certifies to the best or its knowledge and belief, that it and its principals: a. Are not presently excluded or disqualified; b. Have not been convicted within the preceding three years of any of the offenses listed in 2 CFR 180.800(a) or had a civil judgment rendered against them for one of those offenses within that time period. c. Are not presently indicted for or otherwise criminally or civilly charged by a government entity (Federal, State or local) with commission of any of the offenses listed in 2 CFR 180.800(a); and d. Have not had one or more public transactions (Federal, State orlocal) terminated within the preceding three years for cause or default. 2. Wheretheprospectiveprimaryparticipantisunabletocertifytoanyofthestatementsinthis certification, such prospective participant shall attach an explanation to this proposal. Consultant R. Ranger Dorn, Managing Partner Name and Title of Official Authorized to Certify On Behalf of the Consultant January 7, 2024 Date RFP 23-18aA City of Santa Ana Page 46 of 47 URTALLC- p.o. Box 101, Oak View, CA 93022 AGREEMENT WITH SENSEMAKERS LLC, AND THE CITY OF SANTA ANA TO PROVIDE ASAUA/UASI TRAINING THIS AGREEMENT is made and entered into on this 19' day ofNovember, 2024 by and between SenseMakers, LLC, ("Contractor"), and tlie City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (' l C sa t y )) ). RECIT ALS A.On Decemberl8, 2023, the City issued Request for Proposals No. 23-1 89A (RFP), by which it sought proposals from qualified firnns and organizations to provide G-611 Series EOC/Position Specific Training courses of instruction, on behalf of the Anaheim/Santa Ana Urban Area (ASAUA). This program is designed to provide the ASAUA's stakeliolders with the regional training and exercises necessary to meet the goals and objectives set forth in the ASAUA's Homeland Security Strategy B.The United States Department of Homeland Security, Federal Emergency Management Agency, has developed ASAUA to enhance the domestic preparedness of urban areas by ensuring that first responders have adequate and appropriate equipment and training to prevent, respond to, and recover from acts of te'irorism. ASAUA allocates a set percentage of its anmial United States Department of Homeland Security's Urban Areas Security Initiative (UASI) grant allocations to fund training and exercises. Training courses and exercises requested through the ASAUA Homeland Security Regional Training and Exercise Program will be paid in pait or in full with funding from the United States Department of Homeland Security's Urban Areas Security Initiative (UASI) grant. Funding from tis grant is applied to homeland security related training, exercises, equipment, and projects in the ASAUA. C.Contractor submitted a responsive proposal that was selected by the City. D.In undertaking the perfoimance 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 fiim in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the paities agree as follows: 1.SCOPE OF SERVICES Contractor shall perfoim during the teim of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the setavices described and set forth in Scope of Services - Exhibit A, provided in the RFP, attached hereto and incorporated by reference. EXHIBIT 3 2.COMPENSATION a. Contractor shall be paid only for actual services perfornned under this Agreement at the rates identified in Contractor's Cost Proposal - Exhibit B. The cost per class series is $41,450, The total for three series of classes, and the amount to be expended during the term of this Agreement shall not exceed $124,350. b. Payment by City shall be made within foity-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Contractor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Contractor agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Contractor's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of perfoimance set foith in the Recitals which may reasonably be expected by City. 3.TERM This Agreement shall commence on the date first written above for an initial three (3) year term with the option for the City to grant up to two (2), one (l)-year renewals, exercisable by a writing by the City Manager and the City Attorney, unless teiminated earlier in accordance with Section 17, below. 4.PREY AILING WAGES Contractor is aware of the requirements of Califotania Labor Code Section 1720, et seq., and 1770, et seq., as well as Califoinia Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require tlie payment of prevailing wage rates and the performance of otlier requirements on "public works" and "i'naintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and hamiless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5.INDEPENDENT CONTRACTOR Contractor shall, during the entire teim 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 perfornns 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 peipetual 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 tlie purposes intended by this Agreement shall be at City's sole risk. 7.INSURANCE Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to propeity which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors MINIMUM SCOPE OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Fori'n CG 00 01covering CGL on an "occurrence" basis, including products and completed operations, propeity damage, bodily injury and personal & adveitising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. Required policy limits can be met with primaiy and umbrella/excess insurance policies. 2. Automobile Liability (AL): Insurance Services Office Foim CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance. 3. Workers' Compensation (W/C): as required by the State of California, with Statutory Lin'iits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, policy or employee, for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance. 4. ProfessionalLiabilityInsurance(PL):withlimitsnolessthan$2,000,000peroccurrence or claim, and $4,000,000 aggregate. If Contractor maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City shall be entitled to the broader coverage and/or the higher limits maintained by Contractor. Where the policy limits are greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incoiporated by reference in to the Agreement. Other Insurance Provisions The above required insurance policies are to contain or be endorsed to contain the following provxstons: 1. City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Contractor's CGL, PL, and AL policies, with respect to any liability arising out of work or operations perfoimed by or on behalf of the Instructor including materials, paits, equipment, and personnel furnished in connection with such work or operations. 2. Contractor and it's Insurance company(ies) agrees to waive all riglits of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the ternns of the CGL, AL, PL, and W/C policies, arising from work perfoimed by Contractor under this Agreement. 3. For any claims related to this contract, Contractor's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds, ensuring that Contractor's insurance sliall apply separately to each insured against whom a claim is made or suit is brought, except witli respect to the insurer's limits of liability. 5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thiity (30) days prior wiitten notice has been given to City. Ten (10) days prior wiitten notice shall be provided to City forpolicy cancellation or non-renewal due to non-payment of premium. 6. Certificate Holder on each Evidence of Insurance ceitificate shall be: City of Santa Ana, Attention: City Attorney's Office, 20 Civic Center Plaza, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City. The City may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the State of Califoiia with a cutrent A.M. Best rating of no less than A:VII, unless otherwise acceptable to City. Verification of Coverage Contractor shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Contractor's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 8.INDEMNIFICATION Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injuty, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for propeity damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section l of this Agreement; and (2) from any claim that personal injuiy, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. 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 teims of, or effects, arising from tis Agreement. The Contractor futther 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 asseiting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the teims of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pettain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 9.INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. 10.RECORDS Contractor shall keep records and invoices in connection with the work to be perfoimed 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. 11.CONFIDENTIALITY If Contractor receives from the City infoimation which due to the nature of such infoimation is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such infoimation except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own infoimation of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic infoimation. Confidential infoimation includes not only written infori'nation, but also infotmation transferred orally, visually, electronically, or by other means. Confidential information disclosed to either paity by any subsidiary and/or agent of the other paity is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any infoimation 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 without 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 infoimation disclosed by the City. 12.CERTIFICATIONS The funds used to pay for this Agreement will be paitly comprised of federal grant funds. Contractor agrees and understands that it will comply with the terms of the Ceitifications attached hereto as Attachment A-Proposer's Certification, Proposal Pricing, Attachment B-References, Attachment C-Proposer's Staten'ient, Attachment D-Non-Collusion Affidavit, Attachment E- Non-Lobbying Cettification, Attachment F-Non-Discrimination Ceitification, Attachment G- SAM.GOV EUI Verification, Attachment H-Ceitification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions, incoiporated by reference into this Agreement. Contractor may be referenced as Contractor, Paiticipant or Proposer in Attachments A-H. Contractor shall keep itself informed of all City, State and Federal laws and regulations which may, in any manner, affect the perfonnance of it setavices pursuant to this Agreement. Contractor shall at all times, observe and comply with all such laws and regulations. City and its officers and employees shall not be liable at law or in equity by reason of the failure of the Contractor to comply with this paragraph. 13.CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 14.NON-DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, maiital 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, teimination or other employment related activities or any services provided under this Agreement. Contractor affiims that it is an equal oppoitunity employer and shall comply with all applicable federal, state and local laws and regulations. 15.EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or wiitten, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the teims of this Agreement shall prevail. This Agreement may not be modified except by wiitten instiument signed by the City and by an authorized representative of Contractor. The paities agree that any teims or conditions of any purchase order or other instiument that are inconsistent with, or in addition to, the teims and conditions hereof, shall not bind or obligate Contractor or the City. Each paity to this Agreement acla'iowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any paity, which is 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. Noting in this Agreement shall be construed to limit tl'ie City's ability to liave any of tlie services which are the subject to tliis Agreement perfonned by City personnel or by other Contractors retained by City. 17.TERM[NATION This Agreement may be teiminated by the City upon thiity (30) days written notice of teimination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all setavices perfoimed by Contractor prior to receipt of such notice of teimination, subject to the following conditions: a.As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the propeity 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 which fails to meet the standard of performance specified in the Recitals of this Agreement. 18.WAIVER No waiver of 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 or 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 wiiting so specifies. 19.JURISDICTION - VENUE This Agreement has been executed and delivered in the State of Califoiia and the validity, interpretation, perfornnance, and enforcement of any of the clauses of this Agreement shall be determined and govetned by the laws of the State of Califoiia. Both paities fiuther agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in coru'iection with or by reason of this Agreement. 20.PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, peimits, 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 Califoinia, the City of 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 teimination of this Agreement. 21.FEDERAL REGULATIONS SenseMakers, LLC shall comply with all applicable contractual provisions required by the United States Office of Management and Budget (OMB), as set for the in 2 CRF Pait 200, whether or not expressly set forth in this document, including but not limited to those provisions set foith below. Notwithstanding, anything to the contrary herein, including without limitation , the language in this Agreement, the actual language contained in federal statutes, federal regulations, federally promulgated mateiials and state statutes, shall control in deteimining any obligations under federal law in the event of a conflict with any tetms, language or provisions contained in this Agreement. SenseMakers, LLC shall not perfortn any act, fail to perfoim any act, or refuse to comply with any requests, which would cause City to be in violation of the federal teims and conditions. a. Federal Regulations - Recipient must comply with the goveinment cost principles, unifoim administrative requirements and audit requirements for federal grant program housed within Title 2, Part 180 of the Code of Federal Regulations. b. Debaiment and Suspension - As required by Executive Orders 12549 and 12689, and 2 CFR §200.214 and codified in 2 CFR Pait 200, Recipient must provide protection against waste, fraud, and abuse by debarring or suspending those persons deemed irresponsible in their dealings with the Federal goveinment. c. Audit Records - With respect to all matters covered by this agreement all records shall be made available for audit and inspection by CITY, the grant agency and/or their duly authorized representatives for a period of three (3) years from the date of submission of the final expenditure repoit by the City of Santa Ana. For a period of three years after final delivery hereunder or until all claims related to this Agreement are finally settled, whichever is later, Recipient shall preserve and maintain all documents, papers and records relevant to the services provided in accordance with this Agreement, including the Attachments hereto. For the same time period, Recipient shall make said documents, papers and records available to City and the agency from which City received grant funds or their duly authorized representative(s), for examination, copying, or mechanical reproduction on or off the premises of Recipient, upon request during usual working hours. d. Repoits - Recipient shall provide to City all records and infori'nation requested by City for inclusion in quarterly reports and such other reports or records as City may be required to provide to the agency from which City received grant funds or other persons or agencies. e. Section 504 of the Rehabilitation Act of 1973 (Handicapped) - All recipients of federal fiinds 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 handicapped person shall, solely by reason of handicap be excluded from the participation in, be denied the benefits of or be subject to disciimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. The Recipient agrees it will ensure that requirements of Tlie Act shall be included in the agreements with and be binding on all of its contractors, subcontractors, assignees or successors. f. Ai'nericans with Disabilities Act of 1990 - (ADA) Recipient must comply with all requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. g. Political Activity - None of the funds, materials, propeity, or setavices provided directly or indirectly under this agreement shall be used for any paitisan political activity, or to fuither the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act". h. No Lobbying - Recipient will comply with all applicable lobbying prohibitions and laws, including those found in the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352, et seq.), and agrees that none of the funds provided under tliis award may be expended by the Recipient 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 conceining the award or renewal of any federal contract, grant, loan, or cooperative agreement. i. Non-Discrimination and Equal Oppoitunity - Recipient will comply, and all its contractors (or subrecipients) 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 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Depaitment of Justice Non-Discrimination Regulations, 28 CFR Pait 42, Subpaits C, D, E, and G; and Depaitment of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State couit, Federal or State administrative agency, or the Recipient makes a finding of disciimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against a recipient of funds, the Recipient 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. Depaitment of Justice. If applicable, recipient will comply with the equal oppoitunity clause in 41 C.F.R. 60-1.4(b) in accordance with Executive Order 11246 as amended by Executive Order No. 11375. j. Equal Employment Opportunity - Recipient will comply, and all its contractors (or subrecipients) 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 Depaitment of Labor regulations (41 CFR chapter 60), as applicable. k. Public Contracts Code - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Califoinia Public Contract Code Section 10295.3, as applicable. 1. Copeland "Anti-Kickback" Act - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of tlie Copeland "Anti-Kickback" Act (40 U.S.C. 3145) as supplemented in Depaitment of Labor regulations (29 CFR Pait 3), as applicable. m. David-Bacon Act - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Davis-Bacon Act (40 U.S.C. 3141-3144 and 3146-3148) as supplemented by Depaitment of Labor regulations (29 CFR Pait 5), as applicable. n. Work Hours and Safety - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3702 and 3704) as supplemented by Depaitment of Labor regulations (29 CFR Part 5), as applicable. o. Clean Air Act - Recipient will comply, and all its contractors (or subrecipients) will comply, with all applicable standards, orders or requirements issued under the Clean Air Act (42 U.S.C. 7401-7671q), and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as applicable. p. Energy and Conservation - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Energy Policy and Conservation Act (42 U.S.C. 6201), as applicable. q. Waste Disposal - Recipient will comply, and all its contractors (or subrecipients) 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. r. Patent Rights - Recipient agrees that the Depaitment 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 and any other implementing regulations, as applicable. s. Copyright - Recipient 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 itrevocable 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 tmough this Agreement; and (2) any rights of copyright to wich the subcontractor purchases ownership with support t)irougli tliis grant. Tlie Federal government's, SAA's and City's rig]its identified above i'nust be conveyed to the publisher and the language of the publisher's release form must ensure the presetavation of these rights. t. Equal Employment in Construction Contracts - Pursuant to Equal Employment Oppoitunity requirements of 41 C.F.R. 60-1.4(b) in accordance with Executive Order 11246 as amended by Executive Order No. 11375, as to any consttauction contract thereunder, if applicable, during the performance of this contract, the contractor agrees as follows: (1) The contractor will not discriminate against any employee or applicant for employi'nent because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; reciuitment or reciuitment adveitising; layoff or teimination; rates of pay or other foims of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting foith the provisions of this nondiscrimination clause. (2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. (3) The contractor will not discharge or in any other maru'ier discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation infoimation of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such infoimation, unless such disclosure is in response to a foimal complaint or charge, in fuitherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish infoimation. (4) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's coinmitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the iules, regulations, and relevant orders of the Secretary of Labor. (6) The contractor will fuinish all infonnation and reports required by Executive Order 11246 of September 24, 1965, and by iules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to asceitain compliance with such iules, regulations, and orders. (7) In the event of the contractor's noncompliance with the nondisciimination clauses of this contract or with any of the said taules, regulations, or orders, this contract may be canceled, teiminated, or suspended in whole or in pait and the contractor may be declared ineligible for fiuther Govert'unent contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by iule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (8) The contractor will include the poition of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) tmough (8) in every subcontract or purchase order unless exempted by iules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance. u. Prohibition on Ceitain Telecommunications and Video Sutaveillance Services or Equipment - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements under Uniform Guidance 2 CFR §200.216. Recipient will comply with FEMA Policy 405-143-1, Prohibitions on Expending FEMA Award Funds on Covered Telecommunications Equipment or Services (Interim), which prohibits grant recipients and subrecipients from obligating or expending loan or grant funds to procure or obtain, extend or renew a contract to procure or obtain, or to enter into a contract (or extend or renew a contract) to procure or obtain equipment, setavices, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as pait of any system. As described in Public Law 115-232, section 889, covered telecommunications equipment: (1) Telecoinmunications equipment produced by Huawei Technologies Company or ZTE Coiporation (or any subsidiaiy or affiliate of such entities). (2) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastiucture, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). (3) Telecommunications or video surveillance services produced by such entities or using such equipment. (4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the goveini'nent of a covered foreign country. v. Domestic Preferences for Procurements/Subcontracts - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements under Unifoim Guidance 2 CFR §200.322. Recipient shall comply with the federal and recipient standards in the award of any subcontracts. For puiposes of this Agreement, subcontracts shall include but not be limited to purchase agreements, rental or lease agreements, third paity agreements, consultant service contracts and construction subcontracts. Recipient shall ensure that the terms of this Agreement with the CITY are incorporated into all Subcontractor Agreements. The recipient shall submit all Subcontractor Agreements to the CITY for review prior to the release of any funds to the subcontractor. The recipient shall withhold funds to any subcontractor agency that fails to comply with the tetams and conditions of this Agreement and their respective Subcontractor Agreement. (l) Recovered Materials Recipient shall make maximum use of products containing recovered materials that are EPA- designated items unless the product cannot be acquired competitively within a timeframe providing for compliance with the contract performance schedule; Meeting contract perfornnance requirements; or at a reasonable price. Infoimation about this requirement, along with the list of EPA-designated items, is available at EPA's Compreliensive Procurei'nent Guidelines webpage: https://www.epa.gov/smrn/comprehensive-procurement-guideline-cpg-program. The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act. (2) Domestic Preference for Procurements Recipient should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For putposes of this clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. Manufactured products mean items and construction materials composed in whole or in part of non-fetarous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. w. Ten'nination for Cause and Convenience - Should recipient fail for any reason to comply with the contractual obligations of this agreement within the time specified by this Agreement, the CITY reserves the right to ternninate the Agreement, reserving all rights under state and federal law. x. Contractual/Legal Remedies for Breach of Contract - Should recipient fail for any reason to comply with the contractual obligations of this Agreement and/or willfully, knowingly or negligently breach any teim, condition or requirement of the agreement, City may impose sanctions including but not limited to damages (liquidated damages and or penalties) and /or any other remedy available pursuant to the Agreement of the laws then in effect. 22.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: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) p.o. Box 1988 Santa Aria, CA 92702-1988 Fax: 714- 647-6956 With couitesy copies to: Chief of Police City of Santa Ana 20 Civic Center Plaza (M-96) P.0. Box 1988 Santa Aria, Califoiia 92702 To Contractor: Mike Hooper, Vice President SenseMakers LLC 2401 E. Katella Avenue, Ste. 610 Anaheim, CA 92806 mike@sensemakersllc.com A paity may change its address by giving notice in wiiting to the other paity. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, com+'nunication 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 ceitified, with postage prepaid, and addressed as set foith above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set foith on the transmission repoit issued by the transmitting facsimile machine, addressed as set foith above. For puiposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 23.MISCELLANEOUS PROVISIONS a.Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective paities to each of the terins 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 foith in the body of this Agreement. [Signatures on following page] IN WITNESS WHEREOF, the paities hereto have executed this Agreement the date and year first above written. ATTEST:CITY OF S.=U'STTA ANA JENNIFER L. HALL City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Senior Assistant City Attorney ALV ARO NUNEZ City Manager SENSEMAKERS, LLC J E- r% By: James E. Bailey Title: President RECOMMENDED FOR APPROVAL: ROBERT RODRIG?JEZ Acting Chief of Police EXHIBIT A CITY OF SANTA ANA EXHIBITI SCOPE OF SERVICES 1. REQUIREMENTS A. The specific requirements of this RFP have been listed in Section II. II. TRAINING COURSE(S) A. ASAUA requires seminars, training courses in the following specific disciplines: i. Training Request for: G-61 1 Series EOC/Position Specific Training Courses Ill. MINIMUM REQUIREMENTS A. Availability to conduct up to a total of three (3) series deliveries of the training by the end of the term of the contract. Each delivery must consist of each of the following: B. The first training must be conducted no later than July 31, 2024 C. Name of Courses: i. G61 1 M EOC Management Section Training (8 hour course) ii. G6110EOCOperationsSectionTraining(8hourcourse) iii. G61 1 P EOC Planning & Intel Section Training (8 hour course) iv. G61 1 L EOC Logistics Section Training (8 hour course) v. G61 I F EOC Finance & Admin Section Training (8 hour course) D. Course Description: This course trains participants on key Emergency Operations Center (EOC) positions based on the state OES EOC Section/Positions. The G61 1 series of Logistics, Finance, Planning and Intel, Management, and Operations will include section overview, purpose of the section, a review of the position(s), roles and responsibilities, and forms and processes. i. Number of Deliveries Being Requested: Up to 3 ii. Number of Students per Delivery: Minimum of 16 students E. Responsibilities of the City of Santa Ana and the Anaheim/Santa Aha Urban Area: i. Classroom with space to arrange students in groups ii. Audio/\/isual Equipment iii. Multiple easels, dry erase board, and markers F. Responsibilities of the Training Provider: i. Laptop ii. Presentation & training aids iii. Professional instruction RFP 23-1 89A City of Santa Ana Page 19 of 47 CITY OF SANTA ANA G. Notice to Respondends: i. All responses to this solicitation shall become property of the City of Santa Ana, and responses will become public record after issuance of Purchase Order. Proposer information identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act. ii. Contractor shall conduct training courses at various locations/venues within the ASAUA. iii. Contractor shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. iv. 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 proposal. v. 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.qov/cal-oes-divisions/california-specialized-traininq-institute and the DHS website at: https://www.fema.qov/traininq 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 responsibNity of the Proposer to complete all of the forms and documentation necessary to obtain the 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. vi. Contractor shall provide all required training material, handouts, course syllabus and/or written curriculum vii. 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 viii. 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. RFP 23-1 89A City of Santa Ana Page 20 of 47 CITY OF SANTA ANA ix. 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. x. Contractor shall provide and assign high quality instructors on a consistent basis to deliver the specified courses. xi. 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. xii. 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 file complaints. xiii. Contractor will be paid for services rendered. Training days are generally eight (8) hours long (e.g. 8AM-5PM), including a one (1) hour lunch break. Schedule should include regular breaks on a 50/1 0 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 curriculum. xiv. 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. xv. All Contractor-developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security 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 requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. xvi. The anticipated start date of this agreement is Summer of 2024. Usage under this agreement will begin at this time. xvii. 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 POSTcertifications 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. xviii. 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.qov/traininq RFP 23-1 89A City of Santa Ana Page 21 of 47 CITY OF SANTA ANA xix. Contractors are responsible for providing all course materials and delivering it to the site(s) of all training at their cost. xx. Contractor must work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agencies to coordinate the training calendar and venue. xxi. 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. xxii. 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. xxiii. Contractor may not charge the City for materials brought to the class that are not utilized. xxiv. Contractor may not charge the City for materials brought to the class that are not xxv. Proposers may be selected to provide training based on their expertise within a specific discipline: 1. ICS-400: Avanced Incident Command System (ICS) xxvi. 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. xxvii. Contractor shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course. It shall be the responsibility of the Proposer to complete all forms and documentation necessary to obtain the required EHP approvals at its cost. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist Contractor with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. IV. DELIVERABLES / REPORTS FOR TRAINING COURSES RFP 23-1 89A City of Santa Ana Page 22 of 47 CITY OF SANTA ANA A. Course Surveys/Evaluations i. 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. ii. 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. 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. 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. V. QUANTITIES FOR TRAINING COURSES A. Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. Vl. 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. 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. V11.AWARD FOR TRAINING COURSES A. City reserves the right to reject any or all responses that materially differ from any terms contained in this RFP, from any Exhibits attached hereto, or from any subsequent addenda; to waive informalities and minor irregularities in responses received; and to RFP 23-1 89A City of Santa Ana Page 23 of 47 CITY OF SANTA ANA 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 RFP will be required. E. Any agreement must be negotiated, finalized, and approved by the recommend Contractor prior to City Council approval. F. RFP specifications, terms, conditions, and Exhibits, RFP Addenda, and Proposals, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFP. Vlll. INVOICING FOR TRAINING COURSES A. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. B. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. C. Invoices shall be emailed to: Santa Ana Police Department Email: RDiaz(Qsanta-ana.orq D. City shall notify Proposer of any adjustments required to invoices. E. Invoices shall include, at minimum: i. City PO Number (If applicable) ii. Invoice number iii. Agreement number iv. Remit to address v. Itemized services vi. Course description vii. Pricing as per agreement viii. Instructor name ix. Number of participants x. Course date(s), and xi. Shall be accompanied by acceptable proof of delivery F. Proposer shall utilize standardized invoices upon request. RFP 23-1 89A City of Santa Ana Page 24 of 47 CITY OF SANTA ANA IX. ACCOUNTMANAGER/SUPPORTSTAFFFORTRAININGCOURSES A. Proposershal1provideadedicated,competentAccountManagerwhosha11beresponsib1e 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 RFP and any agreement which may arise pursuant to this RFP. B. Proposer shall also provide adequate, competent support staff that shall be able to service the City during the working hours of 7:00AM - 5:00PM PST, 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. RFP 23-1 89A City of Santa Ana Page 25 of 47 EXHIBIT B ASAuASI G.611 SERIES EOC/POSITION SPECIFIC TRAINING SERVICES Cost Proposal SenseMakers has prepared an extremely competitive cost proposal for the Anaheim/Santa Ana UASI. Our normal pricing schedule is based on a per-course formula as approved by the California State Commission on Police Officers Standards and Training. SenseMakers is aware that the UASI has limited funds for this training and is proposing a fair and reasonable price structure, with options including: Reduced travel costs due to the scheduling of local instructors Participants to supply meeting facilities In-house printing or all necessary course materials The cost of one (1) I-day (8 hours) course is approximately $8,290.00. The total cost for 1 iteration of the full G-61 1 series is approximately $41,450.00. SenseMakers 20 Request for Proposal: RFP NO. 23-189A CITY OF SANTA ANA ATTACHMENT A PROPOSER'S CERTIFICATION, PROPOSAL PRICING Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals. I have examined the Scope of Services (Exhibit I) and am qualified to provide services being requested as specified herein. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal. PROPOSER'S STATEMENT: I have read, understood and agree to the terms and conditions on all pages of the Request for Proposals. Upon request, I will transfer and deliver goods or services to the City in accordance with said terms and conditions. SenseMakers LLC 657-223-8532 LEGAL NAME OF COMPANY PHONE AND FAX NUMBERS 2401 E. Katella Avenue, Suite 610, Anaheim, CA 92806 BUSINESS ADDRESS James E. Bailey President PRINTED NAME OF AUTHORIZED AGENT TITLE '- c, 'pX 1/11/2024 jim@sensemakersllc.com SIGNATURE OF AUTHORIZED AGENT DATE E-MAIL ADDRESS 46-3319261 N/A FEDERAL iD NUMBER (IF APPLICABLE)CONTRACTOR LICENSE NUMBER (IFAPPLICABLE) THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. CITY OF SANTA ANA ATT ACHMENT B REFERENCES List agTh descrabefully the pefor by yourfirmwhi6 demonsbmeyour ah-lily to pmmje the supplm, eqmprnent or senroes induded : the soope of the prl spedam Attadi additimal paqes d requied The City resaws ffiie r$ht to aintad eadi of the ret'eren l for addiUonal infomn regarding yourfirm's qualifions REFERENCE Customer Name: BaY Area UASI Address: 1663 MiSSiOn Streeti Ste. 320 San Francisco, CA 94103 Contact Individual: Cor'nne Baris"!re Phone Number 4"-861-90o5 Email: corinne.bartshire@sfgov.org Contract Amount: Multiple contract awards Year: 2013 - Present Description of supplies, equipment, or services provided: Since 2013, SenseMakers LLC provided training and exercise services under the Bay Area Training and Exrercise Program. REFERENCE California Specialized Training Customer Name: Institute (CSTI) Contact Individual: AleX Ca5assa Address: 10 Sonoma Avenue, Bldg. 904 Phone Number 916-845-8752 Contract Amount: Multiple contract awards Year: :oos - Present Description of supplies, equipment, or services provided: Various Emergency Preparedness Trainings. REFERENCE (,u3iomer %ame: Santa Ana P OljCe Depar(mem (,onlacj l(ldjvidual Henry Esparza Address: 60 Civic Center Plaza Santa Ana, CA 92702 Phone Number:714-245-8410 Email: eesparza@santa-ana.org Contract Amount: Multiple contract awards Year: :o'i: - Present Description of supplies, equipment, or services provided: Since 2012, SenseMakers LLC provided training and exercise services under the ASAUASI Training and Exrercise Program. THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONT AIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. CITY OF SANTA ANA ATT ACHMENT C PROPOSER'S ST ATEMENT Proposer understands and agrees that this written RFP (or any part thereof specifically designated and accepted by the City of Santa Ana, hereinafter City) shall constitute the entire agreement between proposer and the City only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Executive Director or his duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to proposer or deposited with the United States Postal Service properly addressed to the proposer with the correct postage affixed thereto. Proposer further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish City all required bonds and certificate of liability insurance within ten (10) days (excluding Saturdays, Sundays and City's legal holidays), or the funds, check, draft, or proposer's bond substituted in lieu thereof accompanying this proposal shall become the property of the City and shall be considered as payment of damages due to the delay and other causes suffered by City because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered by City is difficult to ascertain; otherwise said funds, check drafts, or proposer's bond substituted in lieu thereof shall be returned to the undersigned. Proposer understands that a proposal is required for the entire work, that the estimated quantities set forth in the RFP schedule are solely for the purpose of comparing proposals, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. All terms contained in the specifications, the certification of nondiscrimination by contractors, and the ired insurance certificates are to be incorporatedbyreferenc3into this agreement and are made specifically as part of this RFP. Firm SenseMakers LLC Signed and Printed Name: 'J"" C' C '!X Title President Date January 11, 2024 James E. Bailey THIS FORM MUST BE COMPLETED AND INCLuDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONT AIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. CITY OF SANTA ANA ATT ACHMENT D NON-COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contrad Code Section 7106) To the CITY OF SANTA ANA In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the proposer declares that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the proposal is genuine and not collusive or sham; that the proposer has not directly or indirectly induced or solicited any other proposer to put in a false or sham proposal, and has not directly Or indirectly colluded, conspired, connived Or agreed with any prOpOSer Or anyone else to put in a sham proposal, or that anyone shall refrain from bidding; that the prOpOSer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price of the proposer or any proposer, or (O fiX an'5/ OVerhead, profit, or cost element of the proposal price, or of that of any other proposer, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the proposal are true; and, further, that the proposer has not, directiy or indirectly, submitted his or her proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham proposal. Z ! x A' uPublic ignature Notary Public Seal THIS FORM MUST BE COMPLETED AND NCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONT AIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. CITY OF SANTA ANA ATTACHMENT E NON-LOBBYING CERTIFICATION The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: (1 ) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in conformance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, u.s. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed 100,000 and that all such subrecipients shall certify and disclose accordingly. Title: Firm: Date: President SenseMakers LLC January 11, 2024 THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONT AIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. CITY OF SANTA ANA ATT ACHMENT F NON-DISCRIMINATION CERTIFICATION The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: 1. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies or the notice in conspicuous places available to employees and applicants For employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. "1. IntheeventoftheConsultant'snon-compliancewiththenondiscriminationclausesofthiscontractor with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 2. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 or September 24, '1965, so that such provisions will be binding upon each subcontract CITY OF SANTA ANA or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a subconsultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Title: Firm: Date: 3-c-e$X President SenseMakers LLC January 11, 2024 THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONT AIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. CITY OF SANTA ANA ATT ACHMENT G SAM.GOV UEI VERIFICATION On April 4, 2022, the federal government stopped using the DUNS Number to uniquely identify entities. Now, entities doing business with the federal government use the Unique Entity ID created in SAM.gov. They no longer have to go to a third-party website to obtain their identifier. This transition allows the government to streamline the entity identification and validation process, making it easier and less burdensome for entities to do business with the federal government. This RFP includes federal funding, and as such, the proposer must provide verification of their SAM.gov UEI and registration status. Please attach your entity's registration from SAM.gov, including UEI and active registration status. THIS FORM MUST BE COMPLETED AND INCLuDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. !!!SAM.eovo Ent!7 WorkSpace ReSu(tS i TotalResults SENSEMAKERS LLC Unique Entity ID: CJ7NZTXMVKC5 CAGE/NCAGE: 7AWH2 Entity Status: Active Registration Doing Business As: PhysicalAddress: 2401 E KATELLA AVE STE 610 ANAHEIM , CA Expiration Date: November 4 2, 2024 Purpose of Registration: All Awards 92806-5939 USA ATT ACHMENT H Certification Regardin@ Debarment, Suspension, Ineli@ibility and Voluntary Exclusion Lower Tier Covered Transactions This certification is required by the regulations implementing Executive Order 12549, as amended, Nonprocurement Debarment and Suspension, 2 CFR Part 2998, Subpart C, Responsibilities of Participants Regarding Transactions. The regulations were published as Part Vll of the May 26, 1988, Federal Register (Pages 19160-19211), and as subsequently amended in 81 Federal Register 25585. (Before completing certification, read instructions which are an integral part of certification) 1. Pursuant to 2 CFR 180.335, the prospective primary participant, (i.e. grantee) certifies to the best of its knowledge and belief, that it and its principals: a. Are not presently excluded or disqualified; b. Have not been convicted within the preceding three years of any of the offenses listed in 2 CFR 180.800(a) or had a civil judgment rendered against them for one of those offenses within that time period. c. Are not presently indicted for or otherwise criminally or civilly charged by a government entity (Federal, State or local) with commission of any of the offenses listed in 2 CFR 180.800(a); and d. Have not had one or more public transactions (Federal, State or local) terminated within the preceding three years for cause or default. 2. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. SenseMakers LLC Consultant James E. Bailey, President Name and Title of Official Authorized to Certify On Behalf of the Consultant January 11, 2024 Date