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HomeMy WebLinkAboutItem 14 - Agreement to Provide Training Exercise Services for UASIPolice Department www.santa-ana.org/pd Item # 14 or City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report May 6, 2025 TOPIC: Urban Area Security Initiative Grant Training Agreement AGENDA TITLE Agreement with SenseMakers, LLC to Provide Training Exercise Services for the Urban Area Security Initiative Grant Program FY2023 - FY2027 (Specification No. 25-024A) (Non -General Fund) RECOMMENDED ACTION Authorize the City Manager to execute a three-year agreement, with two, one-year renewal options, with SenseMakers, LLC to provide on -going training deliverables to the Anaheim/Santa Ana Urban Area on an as -needed basis, for the period of May 6, 2025 through May 5, 2028 in an aggregate amount not to exceed $433,619 (Agreement No. A-2025-XXX). GOVERNMENT CODE 484308 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 program years, Santa Ana is the fiduciary for the region and manages projects, which 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 Urban Area Security Initiative Grant Training Agreement May 6, 2025 Page 2 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 February 13, 2025, the Police Department issued Request for Proposal (RFP #25- 024A) 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 exercises taught by subject matter experts and/or recognized professionals in the field of law. Additionally, the RFP sought to identify and qualify suitable vendors who are capable of developing and delivering a broad range of homeland security related training exercises. A summary of the proposals and offers received is as follows: 603 Vendors were notified 1 Santa Ana vendor notified 24 Vendors downloaded the RFP 6 Proposals received 0 Proposals received from a Santa Ana vendor Proposals were opened on March 6, 2025 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 six (6) proposals received, all six (6) 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 selected SenseMakers, LLC to provide exercises on an as -needed basis. The addition of SenseMakers, LLC will support the Homeland Security Training Program to enhance capabilities across multiple disciplines and jurisdictions during the current program years. SenseMakers, LLC will provide County -wide Active Shooter and Mass Casualty Terrorist Attack exercises at $72,270 per offering in the total amount not to exceed $433,619 as allocated over the course of grant program years FY 2023, FY 2024, and FY 2025. If the City exercises one or both of the one-year options, then FY 2026 and FY 2027 grant funds will be included under the same "not to exceed" amount. Urban Area Security Initiative Grant Training Agreement May 6, 2025 Page 3 ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funding is available in the FY 24-25 budget and funding for subsequent fiscal years will be included in the proposed budgets and carryovers for City Council consideration as follows: Fiscal Accounting Unit Fund Accounting Unit, Year — Account No. Description Account No. Amount Description UASI Santa Ana, FY 24-25 12514407-62300 OES UASI Contract Services- $ 51,218 Professional UASI Santa Ana, FY 25-26 12514407-62300 OES UASI Contract Services- $ 93,322 Professional Total $ 144,540 The amounts above are estimated projections. The account number may change in the future to no. 12514491-62300, depending upon which UASI grant FY funds are used for these specific training projects. The remaining $289,079 of the agreement may be expended in any future fiscal year and is subject to future grant approval. EXHIBIT(S) 1. Agreement with SenseMakers, LLC Submitted By: Robert Rodriguez, Police Chief Approved By: Alvaro Nunez, City Manager Exhibit AGREEMENT WITH SENSEMAKERS, LLC AND CITY OF SANTA ANA TO PROVIDE ACTIVE SHOOTER TRAINING THIS AGREEMENT is made and entered into on this 6' day of May, 2025, by and between Sensemakers, LLC, ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On February 13, 2025, the City issued Request for Proposals No. 25-024A (RFP), by which it sought proposals from qualified firms and organizations to provide six (6) County -Wide Active Shooter Exercise Drill(s) and Mass Casualty Terrorist Attack Training Services, on behalf of the Anaheim/Santa Ana Urban Area (ASAUA). This program is designed to provide the ASAUA's stakeholders 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 undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall perform during the term of this 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 the scope of services provided in the RFP and attached hereto and incorporated by reference as Exhibit A. 2. CHANGE ORDERS/AMENDMENTS a. To maintain flexibility that allows first responders to address emerging and unforeseeable threats, the ASAUA Homeland Security Regional Training and Exercise Program will utilize a Change Order provision to request other training and exercise courses at the City' s request. Change Orders will be used to approve training and/ or exercises and can modify the existing scope of work for specialty and other ad -hoc training and exercises on an as needed basis. Change Orders will be drafted by the UASI Grant Coordinator, reviewed and approved by the Contractor, then forwarded to the Chief of Police and the City Manager for the City of Santa Ana or their designees for approval. b. Any change order that contains any terms contrary to services provided within this Agreement shall be void, unless City and Consultant have expressly agreed in a writing, requiring approval by the City Manager and the City Attorney' s office. Consultant agrees and understands that substantive changes to the terms of the Agreement are subject to approval by the City Council. 3. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Contractor under this Agreement, Contractor shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B, Cost Proposal. Any compensation payable to Contractor shall be paid from a portion of the above - referenced UASI grant awarded to the City. The cost for each exercise is $72,269.73, and the total for six (6) exercises is $433,618.38, which shall serve as the total amount payable for all training and exercise programs supplied under RFP No. 25-024A b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. 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 performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on May 6, 2025 for an initial three (3) year term with the option for the City to grant up to two (2), one (1)-year renewals, exercisable by a writing by the City Manager and the City Attorney and subj ect to funding, unless terminated earlier in accordance with Section 18, below. 5. PREVAILING 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 the payment of prevailing wage rates and the 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. 6. 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 responsible for all applicable withholding taxes. 7. 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 nonexclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. S. INSURANCE Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property 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 AND LIMIT OF INSURANCE Contractor shall maintain limits of insurance coverage in the following minimum amounts and shall be at least as broad as: • Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with combined single limits of $1,000,000. In the event Contractor does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance with existing limits, which can be lower than $1,000,000. • Workers' Compensation ()YIC): 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, per employee, per policy for bodily injury or disease. This requirement can be waived if Contractor has no employees. If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insuranceandcoverage shall be available to City. - Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. CGL and AL policies: City of Santa Ana, its City Council, its officers, officials, respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. All required insurance policies: 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 any policy which arise from work performed by Contractor for City. 3. All required insurance policies: 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. All required insurance policies: A severability of interest provision must apply for all the additional insureds, ensuring that Contractor's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Each insurance policy 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. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: (Name of Department Staff Responsible for Agreement), Address of Department Responsible for Agreement, M-XX, Santa Ana, CA 92701. The name and location of the event should 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. City may require 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 Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state of California with a current 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 to Entity 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, me i mg —endorsements required by these specifications, at any time. Claims Made Policies If any of the required policies provide coverage on a claims -made basis: 1. The retroactive date must be shown and must be before the date of the contract or the beginning of work. 2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of work. 3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a retroactive date prior to the contract effective date, Company must purchase "extended reporting" coverage for a minimum of three (3) years after completion of work. Subcontractors Contractor shall require and verify that all sub -contractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from sub -contractors. 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. 9. 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 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 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 terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 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. 10. 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. 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 12. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information. is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor 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. 13. CERTIFICATIONS The funds used to pay for this Agreement will be partly comprised of federal grant funds. Consultant agrees and understands that it will comply with the terms of the Certifications attached hereto as Attachment A-H, incorporated by reference into this Agreement. Consultant shall keep itself informed of all City, State and Federal laws and regulations which may, in any manner, affect fortxtance-of--it--services-Msuanti-a-this-Agreement. Consultant -shall at kthil es, 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. 14. CONFLICT OF INTEREST CLAUSE 1. The recipient or subrecipient must maintain written standards of conduct covering conflicts of interest and governing the actions of its employees engaged in the selection, award, and administration of contracts. No employee, officer, agent, or board member with a real or apparent conflict of interest may participate in the selection, award, or administration of a contract supported by the Federal award. A conflict of interest includes when the employee, officer, agent, or board member, any member of their immediate family, their partner, or an organization that employs or is about to employ any of the parties indicated herein, has a financial or other interest in or a tangible personal benefit from an entity considered for a contract. An employee, officer, agent, and board member of the recipient or subrecipient may neither solicit nor accept gratuities, favors, or anything of monetary value from contractors. However, the recipient or subrecipient may set standards for situations where the financial interest is not substantial or a gift is an unsolicited item of nominal value. The recipient's or subrecipient's standards of conduct must also provide for disciplinary actions to be applied for violations by its employees, officers, agents, or board members. 2. If the recipient or subrecipient has a parent, affiliate, or subsidiary organization that is not a State, local government, or Indian Tribe, the recipient or subrecipient must also maintain written standards of conduct covering organizational conflicts of interest. Organizational conflicts of interest mean that because of relationships with a parent company, affiliate, or subsidiary organization, the recipient or subrecipient is unable or appears to be unable to be impartial in conducting a procurement action involving a related organization. 15. NON-DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, _age national origin ancestry, or isability_, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Contractor affirms that it is an equal -opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 16. 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 attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any ndi ions of any purchase -order or -oily istent with, or 'in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 17. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 18. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, 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 property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance -specified -in the Recital"f this Agreement,. - 19. 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. 20. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 21. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 22. 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 Part 200, whether or not expressly set forth in this document, including but not limited to those provisions set forth 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. SenseMakers, LLC shall not perform 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 terms 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. 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 government. 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 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 ehanical reproduetioir oir�r office prerrtiR, uusual wor ng hours. d. Reports — Recipient shall provide to City all records and information 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 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 participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. 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 further 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 Opportunity — 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 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 Y--which -w ll; in turn,, subinit tile 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 Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. 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 Department of Labor regulations (29 CFR Part 3), as applicable. in. 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 Department 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 Part 5), as applicable. o. Clean Air Act — 1. The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq. 2. The contractor agrees to report each violation to CITY and understands and agrees that the CITY will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. 3. The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA. 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. teat Rrgllts = Reciprent agrees tmfand-SecLuity 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 irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and/or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the subcontractor purchases ownership with support through this grant. The Federal government's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. 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 construction 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 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; recruitment or recruitment advertising; layoff or termination; 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 (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 manner 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 information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including furnish information, (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 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 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. (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 Government 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 rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (8) The contractor will include the portion of the sentence immediately 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 including sanctions for noncompliance. U. Prohibition on Certain Telecommunications 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 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 telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. (1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). (2) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, 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 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 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 party 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 terms and conditions of this Agreement and their respective Subcontractor Agreement. (1) Recovered Materials Recipient shall mare 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 Comprehensive Procurement Guidelines webpage: https://www.epa. gov/smrn/cotnprehensive-procurement-guideline-cpg-program. The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act. 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. 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. 23. 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 Citv: City Cleric City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Chief of Police City of Santa Ana 20 Civic Center Plaza (M-96) Santa Ana, California 92702 To Contractor: James Bailey, President SenseMakers, LLC 2401 E. Katella Ave., Ste. 610 Anaheim, CA 92806 j im@sensemakersllc, com A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. TTEST-: CITS-4F-SANT T. JENNIFER L. HALL ALVARO NUNEZ City Clerk City Manager APPROVED AS TO FORM: CONTRACTOR: SONIA R. CARVALHO City Attomey By: TAMARA BOGOSIAN By: James E. Bailey Senior Assistant City Attorney Title: President, SenseMakers LLC RECOMMENDED FOR APPROVAL: (9) IWNMRI1:3rrs1 CITY OF SANTA ANA EXHIBIT 1 SCOPE OF SERVICES Contractor shall perform services as set forth below. I. REQUIREMENTS A. The specific requirements of this RFP have been listed in Section Il. II. TRAINING COURSE(S) A. ASAUA requires full-scale exerciseldrills in the following specific disciplines: Training Exercise for: County -Wide Active Shooter Drill/Exercise Mass Casualty Terrorist Attack Ill. MINIMUM REQUIREMENTS A. Availability to conduct up to a total of six (6) different deliveries of the exercise by the end of the term of the contract. Each exercise will have its own goals and objectives, and will be unique to the needs of the respective agency. B. The first three (3) exercises will be conducted on the following dates: -Exercise 1: July 15, 2025 (potentiai to move this date to July 14 or July 16) -Exercise 2: July 2025 (Date TBD) -Exercise 3: August 2025 (Date TBD) C. Exercise must be posted to the National Exercise Schedule (NEXS) through the Design & Development System (DDS) as outlined in the Homeland Security Exercise and Evaluation Program (HSEEP) toolkit. D. Completed After Action Report must be submitted to the ASAUASI Homeland Security Regional Training and Exercise Program Manager within 30 days of the exercise to meet required grant deadlines. E. Num er of -Deliveries Being Requested: six (6) IV. SCOPE OF EXERCISE A. The ASAUA seeks a vendor that can provide a full scale exercise involving an active shooter incident at a public place (entertainment facility, school, government building, place of worship, outdoor/indoor soft targets, etc) and/or a simulated mass casualty terrorist attack on a public place such as a hostage taking/bomb incident. B. This response to a County Wide Active Shooter/Terrorist attack gives participants an opportunity to practice and evaluate current response plans and capabilities during a simulated active shooter, or other terrorist incident in a public place. This exercise is RFP 25-024A CITY OF SANTA ANA Page 17 of 46 (E) CITY OF SANTA ANA intended for participants who are current Peace Officers, Firefighters, and paramedics within the County including private security staff. The series will exercise the initial response to an active shooterlmass casualty incident from multiple law, fire, specialized entities (SWAT, Bomb Squad, JHAT, Drone, etc), and unified command components. An additional component could involve evacuations and reunification coordination. C. Each one (1) day exercise will consist of at least 100 law enforcement and fire personnel from multiple Orange County agencies, in addition to several observers from the participating agencies and/or disciplines. The full-scale exercise will consist of at least two iterations over the course of one (1) day. D. The exercise team should consist of no less than four (4) instructors with experience in tactical and unified response to active shooter incidents, hostage incidents and complex coordinated attacks. The ASAUASI will provide the explosive (bomb squad) expert and mock devices. The proposer will provide resumes of the staff to be assigned to these exercises, detailing their prior experience. E. All exercises should be conducted in a manner that adheres to all applicable state and federal guidelines, including exercise design and development guidelines outlined in the HSEEP. This includes an After -Action Report, which will contain specific corrective actions and a training improvement plan. V. RESPONSIBILITY OF THE CITY OF SANTA ANA ON BEHALF OF ASAUA A. Act as a liason between the selected proposer and regional stakeholders B. Provide a Project Manager to help facilitiate all aspects of desired exercise locations C. Coordinate local evaluators from law enforcement agencies D. Notice to Respondents: 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. Contractor shall conduct seminars, workshops, tabletops, drills, functional, and full-scale exercises at various locations/venues within the ASAUASI. All drills, functional -and -full -scale -exercises -will- require-an-EHP-approval-from-FEMAICaI OES prior to delivery. It shall be the responsibilityof the Contractor to coordinate the completion all EHP forms with the UASI grant office. The ASAUASI Homeland Security Regional Training and Exercise Program Manager will assist Contractor with the submission of requests for approval, iii. All exercises must be conducted in a manner which adheres to all applicable state and federal guidelines, including exercise design and development guidelines outlined in the HSEEP. iv. When conducting full-scale exercises, Contractor shall provide all required exercise consumables, printed materials, handouts, and other materials such as, RFP 25-024A CITY OF SANTA ANA Page 18 of 46 aCITY OF SANTA ANA but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. at its cost. The City shall not be billed nor will it accept requests for reimbursements and/or billing. v. Contractor shall provide and assign high quality personnel such as exercise designers, directors, controllers, evaluators, and support personnel on a consistent basis to deliver the specified full-scale exercises. vi. Contractor shall provide all multi -media devices necessary for presentations during seminars, workshops, tabletops, drills, functional, full-scale exercises, and any planning meetings and conferences. vii. Contractor and its exercise personnel shall provide immediate feedback to the City via the ASAUASI Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to file complaints. viii. Seminar, workshop, tabletop, drill, functional and full-scale exercise venues may be provided by the City or by hosting agencies based on the needs of the exercise. Contractor must be able to safely administer the exercise site(s) at any of the jurisdictions within the ASAUASI. ix. Contractor is responsible for providing exercise materials and delivering it to the site(s) for the full-scale exercises at its cost. The City shall not be billed nor will it accept requests for reimbursements and/or billing. x. Contractor may not charge the City for materials brought to the full-scale exercises that are not utilized. A. Contractor shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUASI, or have been approved by the ASAUASI Training & Exercise Program Manager or his designee. xii. Contractor shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUASI before delivery of any tabletops, drills, functional, and full-scale exercises. All drills, functional and full scale exercises will require an EHP approval from FEMAICal OES prior to delivery. ___VIQUAL-IFICA-TIONS---HOMELAND-SECURI-T-Y-EXPERIENC-E A. The following elements outline the type of experience and expertise proposers should possess related to the development and delivery of full-scale exercises. Proposers shall document their experience and expertise in their proposals. B. ASAUA requires full-scale exercises in the following specific disciplines: i. County -Wide Active Shooter Drill/Exercise Mass Casualty Terrorist Attack 1. Proposer must be experienced and proficient in the design and delivery of relevant homeland security related full-scale exercises. RFP 25-024A CITY OF SANTA ANA Page 19 of 46 (9) CITY OF SANTA ANA 2. Proposer shall have staff that is experienced and proficient in developing drills, functional and full-scale exercises in accordance with HSEEP guidelines. 3. Proposer must have staff that is experienced and proficient in conducting seminars, drills, functional and full-scale exercises in accordance with HSEEP guidelines. 4. Proposer shall have staff that is experienced and proficient in providing training to and coordinating exercise evaluators, controllers, and operators. VII. DELIVERABLES / REPORTS FOR EXERCISES A. Exercise Documents: Contractor shall provide all documents necessary to conduct drills, functional and full-scale exercises in accordance with HSEEP guidelines. These documents should include, but not be limited to: 1. Exercise Plan, Controller/Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc. B. Contractor must provide provide rosters, sign -in sheets, and presentation materials for all planning meetings conducted in support of all seminars, workshops, tabletops, drills, functional and full-scale exercises and will deliver to the ASAUASI Training & Exercise Program Manager upon completion of the planning activity at its cost. C. Contractor must complete After Action Reports (AARs) for all tabletops, drills, functional and full-scale exercises. Copies of these AARs must be provided to the ASAUA Training & Exercise Program Coordinator within 60 calendar days of any seminars, workshops, tabletops, drills, functional, and full-scale exercises. D. Contractor must complete an Improvement Plan for each seminar, workshop, tabletop, drill, functional and full-scale exercise delivered. Copies of the Improvement Plan will be provided to the ASAUA Training & Exercise Coordinator within 60 calendar days of any drills, functional, and full-scale exercises. E. Proposer shall upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans into HSEEP within 60 calendar days of completing any exercise activity. Vill. QUANTITIES FOR EXERCISE A. Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. IX. PRICING FOR EXERCISE A. All price quotes offered during the RFP process shall remain firm for the initial term of the agreement. RFP 25-024A CITY OF SANTA ANA Page 20 of 46 DCITY OF SANTA ANA B. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City. C. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included. D. Any price increase or decrease for subsequent contract terms maybe negotiated between Proposer and City only after completion of the initial term. X. TAXES AND FREIGHT CHARGES A. The City is soliciting a total price per single delivery of each drill, functional, and full-scale exercise. The price quoted for each functional, and full-scale exercise shall be the total cost the City will pay including sales, use, or other taxes and all other charges. 13. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal, C. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. D. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate if requested. E. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. F. Price quotes shall include any and all payment incentives available to the City. G. 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. H. 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. XI. AWARD FOR EXERCISES A. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFP or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. B. The City reserves the right to award to a single or multiple proposers. C. The City has the right to decline to award an agreement or any part thereof for any reason. RFP 25-624A CITY OF SANTA ANA Page 21 of 46 (9) CITY OF SANTA ANA D. Depending on the amount of the agreement, City Council approval shall be required to award. E. The Master Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior to City Council approval. F. Final Master Agreement terms and conditions shall be negotiated with the selected vendor(s) G. The RFP specifications, terms, conditions, exhibits, RFP addenda and the awarded proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFP solicitiation. XII. METHOD OF ORDERING EXERCISES A. As an exercise is required, the awarded Contractor will selected to provide exercises as requested from the the ASA UASI from the price quoted and agreed upon from this RFP. This will be the in the executed agreement. B. An Order Request will be provided by the Training and Exercise Coordinator specifying the quantity of exercises being ordered and timeframe. This will be returned back signed from the Contractor. This is the formal request that an exercise has been requested. C. An Agreement Release will be issued which fuctions in conjuction with the executed agreement as a Purchase Order (PO). This shall include, but not be limited to, an identifying number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. D. Agreement Release and payments for service will be issued only in the name of the proposer(s). E. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. F. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. XIII. INVOICING FOR EXERCISES A. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. B. The Proposer will submit invoices according to milestones that are mutually agreed upon by the City and the Proposer, and will be established at the time an agreement is entered into between the City and the Proposer. C. Invoices shall be emailed to: Sgt. Garry Couso Santa Ana Police Department RFP 25-024A CITY OF SANTA ANA Page 22 of 46 E) CITY OF SANTA ANA Email: gcousoCo�santa-ana.orq D. 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. E. City City shall notify proposer of any adjustments required to invoices. F. Invoices shall contain Agreement number, Agreement Release number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. G. Invoices shall contain Agreement number, Agreement Release number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. H. Proposer shall utilize standardized invoice upon request. I. Invoices shall only be issued by the Proposer who is awarded an agreement. J. Payments will be issued to and invoices must be received from the same Proposer whose name is specified on the POs. XIV. ACCOUNT MANAGER/SUPPORT STAFF FOR EXERCISES A. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account 1 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 provide a dedicated competent account manager who shall be responsible for the City account 1 agreement. The account manager shall receive all orders from the City and shall be the primary contact for ail issues regarding the Proposer's response to this RFP and any agreement which may arise pursuant to this RFP. C. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training exercise offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems. D. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. RFP 25-024A CITY OF SANTA ANA Page 23 of 46 EXHIBIT B ASAUA COUNTY -WIDE ACTIVE SHOOTER AND MASS CASUALTY EXERCISES Cost Proposal This section provides a fixed rate fee cost proposal. The cost proposal provided herein includes a breakdown of fees/cost for the delivery of services for a County -Wide Active Shooter and Mass Casualty Exercises, as described in the RFP scope of work. Cost proposal for total services offered: $433,618.38 ■ One (1) Delivery of Active Shooter and Mass Casualty Terrorist Attack Exercise, July 15, 2025: $72,269.73 ■ One (1) Delivery of Active Shooter and Mass Casualty Terrorist Attack Exercise, TBD July2025: $72,269.73 ■ Four additional deliveries, as requested/ordered: $72,269.73 each The fee is established as a fixed fee. Costs associated with the proposed fee are inclusive of all expenses, including but not limited to overhead; profit; travel and meals; materials; and deliverables. No fees or costs outside the fixed fee proposal will be submitted to the city. Included in the table below provides a detailed cost breakdown for services/activities listed in the Work Plan, for the preparation and delivery of one (1) Active Shooter and Mass Casualty Terrorist Attack Exercise. We propose to invoice a percentage of each line item, incrementally (i.e., monthly), as the project progresses. Task Project Initiation & Planning Meetings Cost $9,624.96 Design & Development $15,984.00 Exercise Conduct $37,318.77 After -Action Report (AAR) $9,342.00 Total (per delivery) $72,269.73 Aft SenseMakers 18 Request for Proposals (RFP) No.: 25-024A County -wide Active Shooter and Mass Casualty Exercise (9) 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 1) 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 PRINTED NAME OF AUTHORIZED AGENT c. Q 3/6/2025 SIGNATURE OF AUTHORIZED AGENT DATE NIA President TITLE jim@sensemakersllc.com E-MAIL ADDRESS FEDERAL ID NUMBER (IF APPLICABLE) CONTRACTOR LICENSE NUMBER (I FAPPLICABLE) CITY OF SANTA ANA BUSINESS LICENSE NUMBER (PLEASE PROVIDE 1F AVAILABLE, BUT NOT REQUIRED UNTIL AND IF AN AWARD IS MADE TO PROPOSER.) THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFP 25-024A CITY OF SANTA ANA Page 37 of 46 (9) 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 additional pages 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 LIASI Contact Individual: Capt. Juan Daniels Address: 711 Van Ness Avenue, Suite 420 Phone Number: (415) 307-5044 San Francisco, CA 94102 EMAIL: 1uan.daniels@sfgov.org Contract Amount: $375,522.00 Year: 2024-2025 Description of supplies, equipment, or services provided: SenseMakers is currently supporting the 14 county Bay Area UASI in the design and development of an Active Attacker Exercise series, which includes eight (8) full-scale active attacker exercises. REFERENCE Customer Name: Santa Ana Police Department Contact Individual: Sgt. Garry Couso Address: 60 Civic Center Plaza Phone Number: (714) 245-8720 Santa Ana, CA 92701 Contract Amount: $65,688.87 EMAIL: gcouso@Santa-Ana.org Year: 2024 Description of supplies, equipment, or services provided: SenseMakers provided all exercise concepts, design, design, development, preparation, logistics, and evaluation/instructors for an Active Shooter/MCI exercise at Saddleback College, REFERENCE Customer Name: TriMet Contact Individual: Ian Stewart 1-800—SW 1-st Avene, Suit-e300 (503)�62-5743 Address: Phone Number: Portland, OR 97201 Contract Amount: $951926.00 EMAIL: stewartl@TriMet.org Year: 2023-2024 Description of supplies, equipment, or services provided: SenseMakers provided TriMet with an active shooter exercise, held both on the street level station entrance, and in the station, 240 feet underground. THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFP 25-024A CITY OF SANTA ANA Page 38 of 46 (a CITY OF SANTA ANA ATTACHMENT C PROPOSER'S STATEMENT 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 required insurance certificates are to be incorporated by reference into this agreement and are made specifically as part of this RFP. Firm SenseMakers LLC Signed and Printed Name: Title President Date March 6, 2025 James E. Bailey THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL, PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFP 25-024A CITY OF SANTA ANA Page 39 of 46 CITY OF SANTA ANA ATTACHMENT 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 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 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 in 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-#als � ication may subject the certifier to criminal prosecution. State of V' �ounty of 6fdAC.f .0 Su scri ed and sworn to (or affirmed) before me on this day of Y � , 202S-, by hac' Z A, �; G r , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. ��P�Pa e} a1�4!i�ao n44 4�.4M of luawncop alit pauSls W M renpr, W! a41 to lytuapi �!1 duo al�Jppao snll nuigdwm rx4410 ID410 ro algnd ,jelou V ` Sy4T�uFTNfay SEAM S. HASHEMI C'° COMM. # 2363432 otary kubfic Signature Notary Public Seal =�e; a NOTARY PUBLIC CALlFORNfA ORANGE COUNTY A notary puble orniher ot� ar �mplefing Ihis cedif tale vertie on MY COMM. EXP. JUKE 3a, i0i5� Ident ty of the individual wha sxd u1 the documenl to wh ct this certcale is attached, and nol the UulhFulrx�ss, aocuracor validity of the document. THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFP 25-024A CITY OF SANTA ANA Page 40 of 46 (z) 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. Signed: `"� C. Q Title: President Firm: SenseMakers LLC Date: March 6, 2025 THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFP 25-024A CITY OF SANTA ANA Page 41 or 46 (2) CITY OF SANTA ANA ATTACHMENT F NON-DISCRIMINATION CERTIFICATION The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: 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, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 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. In the event of the Consultant's non-comRlkl�ianc�"th_the_n__cndi$cr_imina-tion-cl_auses of_this _contr_a Lar 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 of September 24, 1965, so that such provisions will be binding upon each subcontract RFP 25-024A CITY OF SANTA ANA Page 42 of 46 9)( 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: President Firm: SenseMakers LLC Date: March 6, 2025 THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFP 25-024A CITY OF SANTA ANA Page 43 of 46 (9) [a]kWK91a 1 ► _ T ► 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. Proposer's UEI: CJ7NZTXMVKC5 SAM.gov Registration Expiration Date: November 12, 2025 THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFP 25-024A CITY OF SANTA ANA Page 44 of 46 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 VII 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 Date FZFP 25-024A CITY OF SANTA ANA Page 45 of 46