HomeMy WebLinkAboutSENSEMAKERS, LLC (6) INSURANCE NOT ON FILE A-2025-058
WORK MAY N_Qf PROCEED
CITY CLRO 2 7 2025
DATE, AGREEMENT WITH SENSEMAKERS,LLC AND CITY OF SANTA ANA TO
PROVIDE ACTIVE SHOOTER TRAINING
THIS AGREEMENT is made and entered into on this 6`h 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„).
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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.
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 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 subject 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.
G. 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.
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 non-exclusive and
perpetual license for any Documents & Data the subcontractor prepares under this Agreement.
Contractor represents and warrants that Contractor has the legal right to license any and all
Documents & Data. Contractor makes no such representation and warranty in regard to
Documents & Data which were provided to Contractor by the City. City shall not be limited in
any way in its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
8. 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 (WIC): 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 insurance and coverage 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,
employees, agents, and volunteers are to be covered as additional insureds with
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
retention.
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 COL
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, including 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 docrunents 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 beep
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. Consultant 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.
14. CONFLICT OF INTEREST CLAUSE
1. The recipient or subrecipient inust 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 disability, as defined
and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
promotion, termination or other employment related activities or any services provided under this
Agreement. Contractor affirms that it is an equal-opportunity employer and shall comply with all
applicable federal, state and local laws and regulations.
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 terns
of this Agreement shall prevail. This Agreement may not be modified except by written instrument
signed by the City and by an authorized representative of Contractor. The parties agree that any
terms or conditions of any purchase order or other instrument that are inconsistent with, or in
addition to,the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each
party to this Agreement acknowledges that no representations, inducements, promises or
agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any
party, which 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 Recitals of 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 Tide
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
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 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.
C. 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 mares 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
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.
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 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
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 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
an investigation conducted by the employer, or is consistent with the contractor's legal duty to
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
or purchase order as the administering agency may direct as a means of enforcing such provisions,
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.
As described in Public Law 115-232, section 889, covered telecommunications equipment:
(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 infiastructure, 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 ProcuremenWSubcontracts— 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 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 Comprehensive Procurement Guidelines webpage:
https://www.cpa.gov/smm/comprehensive-procurement-guideline-opg-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 park 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 City:
City Clerk
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)
P.O. Box 1988
Santa Ana, California 92702
To Contractor:
James Bailey,President
SenseMakers, LLC
2401 E. Katella Ave., Ste. 610
Anaheim, CA 92806
jim@sensemakersile.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.
ATTEST: - CITY OF TA AN
ENNIFER H AL RO NUNEZ
Ci City Manager
APPROVED AS TO FORM: CONTRACTOR:
SONIA R. CARVALHO
City Attorney
By:
TAMARA BOGOSIAN By: James E. Bailey
Senior Assistant City Attorney Title: President, SenseMakers LLC
RECOMMENDED FOR APPROVAL:
ROBERT RODRIGUEZ
Chief of Police
EXHIBIT A
w rh'r 1
CITY OF SANTA ANA
EXHIBIT I
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 II.
II. TRAINING COURSE(S)
A. ASAUA requires full-scale exercise/drills in the following specific disciplines:
i. Training Exercise for: County-Wide Active Shooter Drill/Exercise Mass Casualty
Terrorist Attack
III. 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 (potential 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. Number 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
-� 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 shooter/mass 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.
ii. 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 FEMA/Cal
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
CITY 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 FEMA/Cal
OES prior to delivery.
VI. QUALIFICATIONS— HOMELAND SECURITY EXPERIENCE
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.
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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:
i. 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.
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' CITY 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 may be 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.
B. 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.
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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
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CITY OF SANTA ANA
Email: gcouso(asanta-ana.org
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 / 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 / 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.
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.
Total Project Cost
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.
Cost Schedule(per delivery)
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 Cost
Project Initiation & Planning Meetings $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
Request for Proposals (RFP) No.: 25-024A
SenseMakers 18 County-wide Active Shooter and
l•nq sen.e al v
Mass Casualty Exercise
w
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 President
PRINTED NAME OF AUTHORIZED AGENT TITLE
R l
3/6/2025 jim@sensemakersllc.com
SIGNATURE OF AUTHORIZED AGENT DATE E-MAIL ADDRESS
46-3319261 N/A
FEDERAL ID NUMBER (IF APPLICABLE) CONTRACTOR LICENSE NUMBER
(IFAPPLICABLE)
CITY OF SANTA ANA BUSINESS LICENSE NUMBER
(PLEASE PROVIDE IF AVAILABLE, BUT NOT REQUIRED UNTIL AND IF AN AWARD 1S 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
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 UASI Contact Individual: Capt. Juan Daniels
Address: 711 Van Ness Avenue, Suite 420 Phone Number: (415) 307-5044
San Francisco, CA 94102 EMAIL: Juan.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 EMAIL: gcouso@Santa-Ana.org
Contract Amount: $65,688.87 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
Address: 1800 SW 1 st Avene, Suite 300 Phone Number: (503) 962-5743
Portland, OR 97201 EMAIL: stewartl@TriMet.org
Contract Amount: $95,926.00 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
�`--'-" CITY OF SANTA ANA
r
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: J" James E. Bailey
Title President
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 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
makin a-f ication may subject the certifier to criminal prosecution.
Signe
State of Cy Ppai bounty of Qf G?d1�i
Su scrl ed and sworn to (or affirmed) before me on this day of Y 20 2.�, by
5aZ A, �;A -_ , proved to me on the basis of satisfactory evidence to be the person(s)
who appeared before me.
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An-tarypublie-'ofher-flceic-mPle linglhisceddcaeverifies0"the MY COMM.EXRJUNE30,2025
Identify of the individual who signed Ihedocument to which this certficale is attachod,
and not the Uuthfulness,accuracy.-'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
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: 0`" `` 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 of 46
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, 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. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or
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
(2) 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:
J
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
p�R
TM'1� 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.
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 25595.
(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
March 6, 2025
Date
RFP 25-024A CITY OF SANTA ANA Page 45 of 46
I