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HomeMy WebLinkAboutOLSON GROUP LTD INSURANCE NOT ON FILF N-2025-245 WORK MAY*QT PROCEED CITY CLERK DATE: SEP 2 3 2015 0.P°c d?) AGREEMENT WITH OLSON GROUP LTD. AND THE Lornmokmau Moo sowf'rys-on (nz} CITY OF SANTA ANA TO PROVIDE A COUNTY-WIDE CERT MUTUAL AIDE PROGRAM(CMAP) EXERCISE DRILL THIS AGREEMENT is made and entered into on this 9th day of September, 2025 by and between Olson Group Ltd., ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California("City"). RECITALS A. City issued Request for Proposal No. 25-092a (RFP) by which it sought proposals from qualified firms and organizations(Proposers)to provide a county-wide CERT Mutual Aide Program (CMAP) Exercise Drill, on behalf of the Anaheim/Santa Ana Urban Area (ASAUA). This program must address the unique needs of a high-density, high-threat urban area and shall assist in building enhanced and sustainable capabilities to prevent, protect against, mitigate, respond to, and recover from acts of terrorism. All exercise subject matter must satisfy the Department of Homeland Security terrorism nexus prerequisite. 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. 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. D. City and Contractor agree and understand that the services and funding for this Agreement are separate from Agreement #N-2024-388 awarded to Contractor in Fiscal Year 2024- 25. Contractor shall comply with the obligations, laws and regulations defined within N- 2024-388 and provided by the UASI grant allocations to fund the training and exercises therein. 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: ]. 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 Scope of Services—Exhibit A, provided in the RFP, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services for City, the rates and charges identified in Contractor's Cost Proposal—Exhibit B The total amount to be expended during the term of this Agreement shall not exceed $44,150. 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. 3. TERM This Agreement shall commence on the date first written above for a two (2) year term, with the option for the City to grant up to a one-year renewal, exercisable by a writing by the City Manager and the City Attorney,unless terminated earlier in accordance with Section 16, below. 4. 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. 5. 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. 6. INSURANCE Insurance Requirements attached hereto as Exhibit C. 7. 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. 8. 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. 9. 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. 10. 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. 11. CONFLICT OF INTEREST CLAUSE a. Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. b. No immediate family members of either the Mayor, City Council Member, or any appointed City Official, including appointed board and commission members, as defined under the City's Municipal Code,whose position with the City shall award or influence the award of this Agreement, or any competing contract or amendment thereof, shall be employed in any capacity by the Consultant or have any other direct or indirect financial benefit or interest in this Agreement. c. The section also prohibits the awarding of any agreement, contract, grant, or any amendment to those awards, to any former full-time employee for one-year from date of employee separation except for any CalPERS retiree as authorized by City Council resolution d. The Consultant must comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement. The Consultant warrants that it is not now aware of any facts which conflict with the prohibitions defined above.If the Consultant hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it must immediately make full written disclosure of such facts to the City. Full written disclosure must include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph will be a material breach of this Agreement. e. Consultant covenants that none of its directors, officers, employees, or agents shall participate in selecting or administrating any subcontract supported(in whole or in part) by City funds stemming from the Agreement where the awarding of the subcontract has any direct or indirect financial benefit or interest to any individual, as defined in subsections (b) and(c) above. f. 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 sub-recipient's standards of conduct must also provide for disciplinary actions to be applied for violations by its employees, officers, agents, or board members. 12. 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. 13. 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 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. 14. 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 Iiinit 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. 15. 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. 16. 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. 17. 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. 18. 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. 19. FEDERAL REGULATIONS The Olson Group Ltd. 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. The Olson Group Ltd. 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 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. 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 fonds 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 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 I t246 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. M. David-Bacon Act— Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Davis-Bacon Act (40 U.S.C. 3141-3144 and 3146- 3148)as supplemented by 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 — Recipient will comply, and all its contractors (or subrecipients) will comply, with all applicable standards, orders or requirements issued under the Clean Air Act(42 U.S.C.7401-767lq),and the Federal Water Pollution Control Act(33 U.S.C. 1251- 1387), as applicable. P. Energy and Conservation —Recipient will comply,and all its contractors(or subrecipients) will comply, with all requirements of the Energy Policy and Conservation Act (42 U.S.C. 6201), as applicable. q. Waste Disposal — Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act,as applicable. r. Patent Rights—Recipient agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 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 j ob 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 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, Contractor 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: http s://www.epa.gov/smm/comprehensive-procurement-guideline-cp g-program. The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act. (2) Domestic Preference for Procurements Recipient should, to the greatest extent practicable, provide a preference for the purchase,acquisition,or use of goods,products,or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. Manufactured products mean items and construction materials composed in whole or in part of nonferrous 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. 20. 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 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: Kyle Olson, President Olson Group,LTD 209 Madison St., Ste. 410 Alexandria, VA 22314 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 S TA ANA i JENNIF L. LL ALVARO N UNEZ City Cler City Manager APPROVED AS TO FORM: OLSON GROUP,LTD.: SONIA R. CARVALHO City Attorney By: TAMARA BOGOSIAN XftEWSON Senior Assistant City Attorney reside t RECOMMENDED FOR APPROVAL: ROBERT RODRIGUEZ Chief of Police EXHIBIT A SCOPE OF WORK CITY OF SANTA ANA EXHIBIT A 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. EXERCISE A. ASAUA requires the following: 1. Training Exercise for: CERT Mutual Aide Program (CMAP) Exercise Drill III. MINIMUM REQUIREMENTS A. Availability to conduct up to a total of one(1)delivery of the exercise by the end of the term of the contract. B. The exercise must be conducted no later than January 2026. Must be available to administer the exercise on the following dates: January 10, 2026, January 24, 2026 or January 31, 2026 (subject to change), 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: one (1) IV. SCOPE OF EXERCISE Scope of exercise is outlined below: The ASAUA is seeking a contractor that will be required to plan and execute a full-scale functional exercise for a minimum of 60 Community Emergency Response Team Volunteers part of the Orange County CERT Mutual Aid Program (CMAP). Overall objective is to exercise the ability to activate, coordinate and lead CERT volunteers from various city programs in a simulated mutual aid activation for an incident supporting logistic roles through a one-day training session with a functional exercise that will satisfy the requirements for the Countywide CMAP Responder's Course. RFP 25-XXX City of Santa Ana Page 18 of 60 � CITY OF SANTA ANA The contractor shall: • Utilize the FEMA HSEEP planning process when developing the exercise plan and documents. • Develop and print controller handbook, player guide, certificates. • Provide one exercise controller at each of stations during the functional exercise. • Coordinate registration, the sign in/ check out process, and draft an After- Action Report. Exercise planning should also utilize NIMS, SEMS, and ICS. • Serve as lead instructor for training stations with the support of local CERT Coordinators. • Facilitate or support five stations to include Care & Reception training/mini exercise, Basic Emergency Operations (EOC) training based of G191 curriculum; Commodities Point of Distribution (C- POD) training/mini exercise, Care & Reception 101 training/mini exercise, basic traffic management& sand bagging/flood fight, disaster structure triage and radio use. • Be tasked to work with the CMAP Exercise Working Group which would include partners from CMAP leadership, CERT program coordinators, representatives from the Anaheim/Santa Ana UASI and the Orange County Sheriff's Department Emergency Management Division. The training must also be in alignment with assisting CERT volunteers with meeting OC CMAP 1 FEMA Type II certification level task book. The use of CMAP Program Coordinators may be available to aid the contractor in collecting information throughout the exercise and during the evaluation process for the contractor to write a final after- action report.The approved plan and all data gathered throughout the term of the contract will be property of CMAP. 1. Overview: The Community Emergency Response Team (CERT) Mutual Aid Program (CMAP) is looking for a contractor to support in developing a simulated exercise for CMAP Volunteers.This exercise will address core capabilities identified in the 2024-2026 ASAUA- OCOA Homeland Security Strategy such as Mass Care Services, Logistics and Supply Chain, Operational Communications, Operational Coordination and Situational Assessment. This exercise will utilize the designated Position Task Book (PTB) aligned with the National Qualification System (NQS) for existing CMAP volunteers interested in further deployment across the Orange County region. 2. Description of Community Emergency Response Team (CERT): The CERT program educates volunteers about disaster preparedness for the hazards that may occur where they live. CERT is a Federal Emergency Management Agency (FEMA) nationwide curriculum that trains volunteers in basic disaster response skills. RFP 25-XXX City of Santa Ana Page 19 of 60 CITY OF SANTA ANA 3. Description of CERT Mutual Aid Program (CMAP): 28+ CERT programs comprised of various agencies throughout Orange County, 1. Vision(Hope):The existence of CMAP is to augment the abilities and service of the local public safety agencies during times of overwhelming response to a local or regional disaster. 2. Mission (Purpose). The purpose of CMAP is to provide CERT Mutual Aid within Orange County in the event of a disaster. 3. Values (Principles/Ethics): You are priority. Safety. Greatest good for the greatest number. 4. The National Qualification System (NQS) provides: 1. Foundational guidelines for jurisdictions on the qualification of personnel resources within the National Incident Management System (NIMS). 2. A common language and standardized approach for qualifying, certifying, and credentialing incident management and support personnel. 3. Tools for jurisdictions and organizations to share resources seamlessly. POSITION TASK BOOK OVERVIEW Position Task Book Example can be found on EXHIBIT V A. What is a PTB?The Position Task Book(PTB) documents a trainee's performance criteria to be certified for a position within the National Qualification System (NOS). The performance criteria are associated with core NOS competencies, behaviors, and tasks. 1. Type 1 and 2 tasks within the PTB may be completed in any order; however, before seeking final evaluator verification for a Type 1 position, an individual must complete the Training Matrix & PTB at the Type 2 level. PTB EVALUATION PROCESS PTB Evaluation Process Examples can be found on EXHIBIT V1 A. Refer to the attached CMAP-How-To Task Book Guidelines for the evaluation process for the day of the exercise. RFP 25-XXX City of Santa Ana Page 20 of 60 r ! CITY OF SANTA ANA r A. COMPLETE THIS AT THE END OF THE EVALUATION PERIOD: The exercise team should consist of no less than two (2) instructors with experience in similar exercises. The proposer will provide resumes of the staff to be assigned to these exercises, detailing their prior experience. 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. RESPONSIBILITY OF THE CITY OF SANTA ANA, ON BEHALF OF ASAUASI: A. Act as a liaison between the selected proposer and regional stakeholders B. Provide a Point-of-Contact to help facilitate all aspects of desired exercise locations C. Coordinate local evaluators D. Notice to Respondents: 1. 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. 2. 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 responsibility of the Contractor if requested to complete all forms and documentation necessary to obtain the required EHP approvals at its cost. The ASAUASI Homeland Security Regional Training and Exercise Program Manager will assist Contractor with the submission of requests for approval. Contractor shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUASI before delivery of any seminars, workshops, 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. 3. 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. RFP 25-XXX City of Santa Ana Page 21 of 60 CITY 4F SANTA ANA 4. When conducting seminars, workshops, tabletops, drills, functional and full-scale exercises, Contractor shall provide ail required exercise consumables, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. at its cost. The City shall not be billed nor will it accept requests for reimbursements andlor billing. 5. Contractor shall provide and assign high quality personnel such as exercise designers, directors„ controllers, evaluators, and support personnel on a consistent basis to deliver the specified seminars, workshops, tabletops, drills, functional, and full-scale exercises. 6. 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. 7. 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. 8. 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 secure exercise sites at any of the jurisdictions within the ASAUASI. 9. Contractor is responsible for providing exercise materials and delivering it to the site(s)of all seminars,workshops,tabletops,drills, functional and full- scale exercises at its cost. The City shall not be billed nor will it accept requests for reimbursements and/or billing. 10.Contractor may not charge the City for materials brought to the seminars, workshops,tabletops, drills, functional, and full-scale exercises that are not utilized. 11.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. RFP 25-XXX City of Santa Ana Page 22 of 60 (2) CITY OF SANTA ANA V. 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 seminars, workshops, tabletops,drills, functional and full-scale exercises. Proposers shall document their experience and expertise in their proposals. 1. Proposer must be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full-scale exercises. 2. Proposer shall have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full-scale exercises in accordance with HSEEP guidelines. 3. Proposer must have staff that is experienced and proficient in conducting seminars,workshops,tabletops,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 Vl. DELIVERABLESIREPORTS FOR EXCERCISES A. Exercise Documents: 1. Contractor shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full-scale exercises in accordance with HSEEP guidelines, These documents should include, but not be limited to: 2. Exercise Plan, Controller/Evaluator Plan, Master Scenario Events List (MESA, Exercise Evaluation Guides, etc. B. Contractor must provide rosters, sign-in sheets, and presentation materials for all planning meetings conducted in support of all seminars,workshops, tabletops, drills, functional and full-scale exercises and will deliver to the ASAUASI Training &Exercise Program Manager upon completion of the planning activity at its cost. C. Contractor must complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full-scale exercises. Copies of these AARs must be provided to the ASAUA Training & Exercise Program Coordinator within 30 calendar days of any seminars, workshops, tabletops, drills, functional, and full-scale exercises. RFP 25-XXX City of Santa Ana Page 23 of 60 w � CITY OF SANTA ANA D. Contractor mast 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 30 calendar days of any seminars, workshops, tabletops, drills, functional, and full-scale exercises. E. Proposer shall upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans into HSEEP within 30 calendar days of completing any exercise activity. VII. 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. Vill. PRICING FOR EXCERISES A. All price quotes offered during the RFP process shall remain firm for the initial term of the agreement. B. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City. C. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included. D. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. E. Taxes and freight charges: 9. The City is soliciting a total price per single delivery of each seminar, workshop, tabletop, drill, functional, and full-scale exercise. The price quoted for each seminar, workshop, tabletop, drill, functional, and full-scale exercise shall be the total cost the City will pay including sales, use, or other taxes and all other charges, 2. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. 3. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the RFP 25-XXX Dty of Santa Ana Page 24 of 60 w CITY OF SANTA ANA 4` City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. 4. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 5. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 5. Price quotes shall include any and all payment incentives available to the City. 7. 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. 8. 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. IX. AWARD FOR EXCERCISES 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 firm, or multiple proposer. C. The City has the right to decline to award an agreement or any part thereof for any reason. 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 solicitation. RFP 25-XXX City of Santa Ana Page 25 of 60 (9) CITY OF SANTA ANA X. METHOD OF ORDERING FOR EXCERCISES A. As an exercise is required, solicitations in the form of a firm price quotation shall be requested from the selected vendor(s). B. Proposers who have been qualified will be provided a scope of work for the desired seminar, workshop, tabletop, drill, functional or full-scale exercise and requested to provide a written quotation. These quotations will be reviewed and evaluated by the ASAUASI Grant Office. C. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requester 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. Written Purchase Orders (POs) or Agreement Release will be issued upon approval of written itemized quotations received from the proposer(s). E. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the proposer(s) to action the order. E. POs and payments for service will be issued only in the name of the proposer(s). G. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. H. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. XI. 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 should be emailed to: Sgt. Nicholas Lopez Santa Ana Police Department Email: nloPez5C)santa-ana.orq RFP 25-XXX City of Santa Ana Page 26 of 60 ! '* ! CITY OF SANTA ANA r 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 shall notify proposer of any adjustments required to invoices. F. Invoices shall contain Agreement number, City PO or 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, City PO or 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 PCs or Agreement Release. XII. ACCOUNT MANAGER/SUPPORT STAFF FOR EXCERCISES 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 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 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-XXX Cfty of Santa Ana Page 27 of 60 EXHIBIT B COSTS PROPOSAL Exhibit B - Cost Proposal 0 The Olson Anaheim/Santa Ana Urban Area Group, CERT Mutual Aid Program (CMAP) Exercise Drill - BAFO Ltd. 2. Cost Proposal The Olson Group, Ltd. (OGL) is pleased to provide our Best And Final Offer to the Santa Ana Police Department and the Anaheim/Santa Ana UASI for a CERT Mutual Aid Exercise Drill as part of the Anaheim/Santa Ana UASI Regional Training and Exercise Program. OGL proposes to develop, conduct, and document this important training exercise for the revised Firm Fixed Price of$44,150. This price is inclusive of all labor, travel, printed materials, and other direct costs. The BAFO adjustment reflects a 4.33%($2,000.00)reduction from OGL's original proposed price. Price Assumptions: Our price assumes a minimum of one controllerlevaluator for each skill station, provided by OGL. Regarding the exercise planning meetings, our proposal assumes a face-to-face meeting for the Initial Planning Meeting and Final Planning Meeting, with a virtual Midterm/MSEL Planning Meeting. All these assumptions are negotiable based on the actual needs of the Anaheim/Santa Ana UASI and the Exercise Planning Team. OGL will submit invoices on a monthly basis,tied to project milestones, as indicated below: Initial Planning Meeting $8,000.00 Midterm Planning Meeting $8,000.00 Final Planal Meeting $8,000.00 Exercise Conduct $15,650.00 After-Action Report Delivery $6,500.00 TOTAL $46,150.00 BAFO Adjustment -$2,000.00 BEST AND FINAL OFFER $44,150.00 We have based this price on the planning and conduct of the deliveries,with the exercise being completed on January 10, January 24, or January 31, 2026. We are fully prepared to negotiate our pricing based on further guidance from you and would be willing to submit a Best and Final Offer based on those negotiations. We look forward to your review of our offer. Should you have any questions or requests for clarification, please feel free to contact us directly. 23 EXHIBIT C INSURANCE REQUIREMENTS Prior to undertaking performance of work under this Agreement, Consultant shall iaintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services,products and materials supplied to City. Total cost of such insurance shall be borne by Consultant. MINIMUM SCOPE AND LIMIT OF INSURANCE 1. Commercial General Liability(CGL): Insurance Services Office Form CG 00 01covering 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. Required policy limits can be met with primary and umbrella/excess insurance policies. 2. Automobile Liability(AL): Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than$1,000,000 combined single limits. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance. 3. Workers' Compensation (WC): as required by the State of California, with Statutory Limits,and 1,mployer's Liability Insurance with limit of no less than $1,000,000 per accident,policy or employee, for bodily injury or disease, Coverage is not required if Consultant has no employees and signs request to waive such insurance. 4. Professional Liability(PL): with limits no less than$1,000,000 per occurrence or claim, and$2,000,000 aggregate. If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The above required insurance policies are to contain or be endorsed to contain the following provisions: 1. City, its City Council, its officers, officials, employees, agents,and volunteers are to be covered as additional insureds, under Consultant's CGL and AL policies, with respect to any liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. Consultant's Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of Consultant's CGL,AL, and WC policies which arise from work performed by Consultant under this Agreement. 3. For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds, ensuring that Consultant'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. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits,non-renewed by the carrier, or materially changed except after thirty(30)days prior written notice has been given to City. Ten(10) days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment of premium. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Santa Ana Police Department, Office Jason McFall, 60 Civic Center Plaza, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City. The City may require the Consultant 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 Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Special Risks or Circumstances City reserves the right to modify these requirements, including limits,based on the nature of the risk, prior experience, insurer, coverage, or other special.circumstances.