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HomeMy WebLinkAbout25H - AGMT - TRAINING VENDORSREQUEST FOR COUNCIL ACTION Ie ]Y101#16111L[•110JI=1411ki Eel 7_ Ai i AUGUST 16, 2016 TITLE; MASTER AGREEMENT WITH QUALIFIED VENDORS FOR TRAINING AND EXERCISES SERVICES (STRATEGIC PLAN NO. 1, 2 & 6) CITY MANAQ& RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1°, Reading El Ordinance on 2, , Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute a master agreement, with a one year option to renew, with each of the following 17 qualified vendors to deliver on -going training and exercise deliverables to the Anaheim /Santa Ana Urban Area on an as- needed basis, for a total four -year aggregate amount not to exceed $2,253,140 payable from federal grant funds, subject to non - substantive changes approved by the City Manager and City Attorney. Applied Creative Training • Amec Foster Wheeler • California Specialized Training Institute (CST[) • Constant & Associates, Inc. • CITYGATE Associates, LLC • DPREP Inc. • Elite Command Training • Hagerty Consulting • Hoertsch Training and Consulting (HTAC) DISCUSSION • Hassett & Willis Associates, LLC (HWC) • Knowledge & Intelligence Program Professionals • National Association of State Boating Law Administrators (NASBLA) • Organizational Quality Associates • Public Safety Training Institute • Security Solutions International, Inc. (SSI) • The Olsen Group, Ltd. • Willdan Homeland Solutions The United States Department of Homeland Security Office of Grants and Training has developed the Urban Areas Security Initiative (UASI) funding program. This initiative was designed to enhance the domestic preparedness of urban areas by ensuring that all emergency first responders have adequate and appropriate equipment and training to prevent, respond to, and recover from acts of terrorism. Santa Ana has been designated as an Urban Area Core City since 2003. As such, for selected grant years, Santa Ana is the fiduciary for the region and 25H -1 Master Agreement for Training and Exercise Services August 16, 2016 Page 2 manages projects which include providing training and procuring equipment utilized by the 34 jurisdictions in Orange County. In an effort to address the unique needs of a high- density, high- threat urban area, the Anaheim /Santa Ana Urban Area ( ASAUA) allocates a set percentage of its annual grant allocation to fund training and exercises for the Orange County region. With oversight from the Santa Ana Police Department's Homeland Security Division, the ASAUA Homeland Security Regional Training and Exercise Program provides the ASAUA stakeholders with regional training and exercises necessary to meet the goals and objectives set forth in the ASAUA's homeland security strategy and target capabilities identified in the Threat and Hazard Identification and Risk Assessment (THIRA). The goal of this master agreement is to enhance the capabilities of the current program by providing access to a wide range of training and exercise professionals in support of a comprehensive and regional approach. On June 6, 2016, the Santa Ana Police Department issued a request for qualification (RFQ) No. 16 -068 to identify and qualify suitable vendors capable of delivering a broad choice of homeland security related training courses taught by subject matter experts and /or recognized professionals in the field of law enforcement, fire, health care, and emergency management. Additionally, the RFQ sought to identify and qualify suitable vendors who are capable of developing and delivering a broad range of homeland security related exercises ranging from simple workshops to complex multi - discipline, multi- agency full scale exercises. Vendors were allowed to submit proposals that addressed only training courses, only providing exercises, or providing both training courses and exercises. An evaluation committee consisting of representatives from the Cities of Santa Ana, Anaheim, Costa Mesa, Huntington Beach, Irvine, Laguna Beach, and Newport Beach, as well as the Orange County Intelligence Assessment Center (OCIAC) and the OC Health Care Agency, reviewed and rated all proposals received to determine if the necessary qualifications were met. The proposals were evaluated and scored according to criteria identified within the RFQ. The RFQ was advertised on June 6, 2016 and proposals were solicited. A summary of the proposals and offers received is as follows: 164 Vendors were notified 40 Vendors downloaded the RFQ 0 Proposals received from a Santa Ana vendor 17 Proposals received Proposals were opened on July 12, 2016 and evaluated. A total of 17 vendors were qualified based on their response to the specifications and requirements identified by the City. All qualified vendors will have the same master, or uniform, agreement, based on which the Santa Ana Police Department's Homeland Security Division will request individual purchase orders to be issued for training courses and exercises from the selected vendor on an as- needed basis. 25H -2 Master Agreement for Training and Exercise Services August 16, 2016 Page -3 The amount for the first two years of this agreement totals $749,940 (fiscal years 2016 -17 and 2017 -18) with the budget for year three (FY 2018 -19) projected at $751,600 to be added with the award of FY16 UASI funding. The expense for year four (FY 2019 -20) is projected to be $751,600 for a total amount not to exceed the four year agreement amount of $2,253,140. This total aggregate amount is to be used among the pool of qualified training and exercise vendors. Execution of year four of this agreement is contingent upon a UASI Grant award to the Anaheim /Santa Ana Urban Area for FY2017 with a sufficient award amount to sustain the ASAUA Homeland Security Regional Training and Exercise Program. Under this agreement, future UASI grant awards must be approved and authorized by the City Manager and City Council prior to any expenditure on training and exercise services. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #1 - Community Safety, Objective #2 (broaden communications, information sharing and community awareness of public safety activities), and Objective #6 (enhance Public Safety integration, communications and community outreach). FISCAL IMPACT Funds for year one of this agreement totaling $440,000 (fiscal year 2016 -17) and year -two totaling $309,940 (fiscal year 2017 -18) are available in the FY15 UASI Cal OES Santa Ana account (no. 12514407 - 62300). Funding for fiscal years 2018 -19 ($751,600) and 2019 -20 ($751,600) will be identified in future annual budgets, and is contingent upon grant funding being secured by the City. Training and exercises services will not be ordered in FY2018 -19 or FY2019 -20 under the ASAUA Regional Training and Exercise Program, and subsequent agreements, if grant funding is not awarded and secured by the City. �n Carlos Rojas Chief of Police Santa Ana Police Department Exhibit: 1. Agreements APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez L Executive Director Finance & Mgmt. Services Agency 25H -3 25H -4 AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES FOR THE ANAHEIM I SANTA ANA URBAN AREA ON AN AS- NEEDED BASIS THIS AGREEMENT is made and entered into this 16th day of August, 2016 by and between Applied Creative Training, Inc. ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution acid laws of the State of California ( "City "). RECITALS A. On June 6, 2016, the Santa Ana Police Department ( "SAPD ") issued Request for Qualifications No. 16 -068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security- related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management. B. These courses are in support of the Anaheim /Santa Ana Urban Area ( "ASAUA ") Homeland Security Regional Training and Exercise Program and will be funded by a grant awarded to the City by the United States Department of Homeland Security's Urban Areas Security Initiative ( "UASI") and administered by SAPD. The ASAUA consists of the incorporated cities in Orange County and the police departments of the University of California, Irvine, and California State University, Fullerton, C. Through SAPD, the training and exercise programs will, be made available to agencies in the ASAUA on an as- needed basis to enhance domestic preparedness for acts of terrorism. D. Contractor submitted a responsive proposal that was among those selected by the City. E. In undertaking the perform u ce 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 rnrrtual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an as- needed basis, and at the sole discretion of City, Contractor shall conduct the training and /or exercise programs described in Exhibit A to this Agreement. Contractor's proposal is incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply with the technical specifications provided in Section III of R.FQ No. 16 -068, which are incorporated by reference and attached as Exhibit B. 2. CHANGE ORDERS 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 25H -5 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. 3. COMPENSATION a. City neither warrants nor guarantees any minimum or maximiun compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above - referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16 -068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The tenn of this Agreement may be extended for a single (1) one -year period upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire tenn of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF 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 25H -6 Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The arnourits of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions, b. Business automobile liability insurance, or equivalent forni, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. C. The following requirements apply to the insurance to be provided by Contractor pursuant to this section; (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be famished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured endorsement. 25W -7 If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to famish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Contractor's right to ba paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to and shall indemmify, defend, and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligence or willful. misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terns 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, bold 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 thud party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement, City may make all reasonable decisions with respect to its representation in any legal proceeding. Contractor's indemnification obligations in this section shall survive expiration of this Agreement. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Contractor under this Agreement. 10. CONFORMITY WITH LAW AND SAFETY In performing any services under this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes, and regulations of governmental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over the scope of services, including all provisions of the California Occupational Safety and Health Act. Contractor shall indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and regulations. 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement, Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a 251 -8 minimum period of three (3) years, or for any longerperiod required bylaw, 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 clue 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 infornation disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor an obligation of confidentiality; (d) is required, to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 13. CONFLICT OF INTEREST CLAUSE Contractor covenants that itpresentlyhas no interests and shall nothave interests, direct or indirect, which would conflict in any manner with the performance of services specified under this Agreement. 14. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa, Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714 - 647 -6956 With courtesy copies to: Brad Hadley, Sergeant UASI Grant Coordinator Homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 25W -9 To Contractor: Applied Creative Training, Inc. 351 Henry St, Suite 1 Oakland, CA 94607 A ,party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 15. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assigmnent, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void, Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 17. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. TERMINATION This Agreement may be terminated by the City upon thirty (3 0) 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: 254 -10 a, As a condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deers appropriate, Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 19. NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and, prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties farther agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement, 21. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 22. CERTIFICATIONS a. Debarment and Suspension. Contractor will comply, and all its subcontractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and codified in 2 CFR Part 200. b. Section 504 of the Rehabilitation Act of 1973. All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified disabled person shall, solely by reason of disability be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. Contractor agrees it will ensure that requirements of The Act shall be included in any agreements with and be binding on all of its subcontractors, assignees, or successors. C. Americans with Disabilities Act of 1990 (ADA). Contractor must comply with all 25H -11 requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. d. Lobbying and Political Activity. None of the funds, materials, property, or services provided directly or indirectly tinder 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". C. Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et seq., and agrees that none of the funds provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. f. Contractor will comply, and all its subcontractors will comply, with all requirements of the Byrd Anti - Lobbying Amendment (31 U.S.C. 1352), as applicable. g. Non - Discrimination and Equal Opportunity. Contractor will comply, and all its subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act, of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 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 O; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Contractor makes a finding of discrimination after a due process hearing on the grotmds of race, color, religion, national origin, sex, or disability against Contractor, Contractor will forward a copy of the findings to City, which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. h. Contractor will comply, and all its subcontractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment— Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CPR chapter 60), as applicable. i. Contractor will comply, and all its subcontractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and all its subcontractors will comply, with all requirements of the Copeland "Anti - Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable, k. Contractor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a -7) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C. 327 -330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 254 -12 m. Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Enviromnental Protection Agency regulations (40 CPR part 15), as applicable. n. Contractor will comply, and all its subcontractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94 -163, 89 Stat. 871), (53 FR 8078, 8087, Mar, 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable. o. Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable, P. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable. q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty -free, non - exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal govermnent, SAA and /or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the Contractor purchases ownership with support through this grant. The Federal govermnent's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Maria D. Huizar Cleric of the Council David Cavazos City Manager 25W -13 APPROVED AS TO FORM: SONIA R. CARVALHO CONTRACTOR: City Attoney By: iV , -f J01111 . Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Carlos Rojas, Chief of Police Police Department Name: Title: 25W14 EXHIBIT A List of Training /Classes and Exercises TRAINING Contractor: Applied Creative Training, Inc. *Oisclpline Codes; Law Enforcement = LE, Fire = F, Emergency Medical Services = EMS, Emergency Monagemen t = EM, Public Health - PH, Other Discipline = 00 Course Title Description Discipline Total Course Cost (Estimated) Hands -on training course designed for everyone who supports the public information office, It Is essential for Public Relations, Media Relations, Public Information Office Spokespersons, Social Media Advocates, and the Public Information EM, PH, OD $5,000,00 Officers. This course provides participants with best practices including tools, techniques and templates to manage public communications In order to further ongoing emergency response missions. This course is designed for Spokespersons and everyone who supports On- Camera the spokespersons. Participants will learn how to make the most oftheir LE, F, EM, PH $5,000.00 time Interacting with media as a Spokesperson and as support for a Spokesperson. Page 1 of 4 25H -15 Contractor: Applied Creative Training, Inc. EXERCISES A) Discussl on- Based Exercises - focus on strategic, policy - oriented issues; Facilitators and /or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives. f *Note: Estimated costs are example costs only and depict a range that an exercise may fall within, Actual costs can vary and is dependent on the size, scope, and variables involved with a particular exercise) Exercise Type Description Variables Range of Cost (Estimated) Seminars generally orient participants to, or provide an overview of, Participants (4), Seminar authorities, strategies, plans, policies, procedures, protocols, resources, Facilitation, Hours, $5,000 - $25,000 concepts, and Ideas. Seminars can be valuable for entities that are Materials, Location developing or making major changesto existing plans or procedures. Although slmllarto seminars, workshops differ in two important aspects: Participants (4), 1. participant interaction is increased, and 2. focus is placed on achieving facilitation, Hours, Workshop or building a product. To be effective, workshops should have clearly $8000- $35,000 defined objectives, products, or goals, and should focus on a specific Materials, Location, Issue, Plans Tabletop Exercises (TTX) are Intended to generate discussion of various Issues regarding a hypothetical simulated emergency. They can be used to enhance general awareness, validate plans and procedures, rehearse concepts, and /or assess the types of systems needed to guide the Participants ( #), Tabletop prevention of, protection from, mitigation of, response to, and recovery Facilitation, Hours, $25,000 - $50,000 from a defined incident. The effectiveness of a TTX is derived from the Materials, Location, energetic involvement of participants and their assessment of Reporting /Plans recommended revisions to current policies, procedures, and plans; therefore facilitation is critical to keeping participants focused on exercise objectives. Page 2 of 4 25H -16 Contractor; Applied Creative Training, Inc. B) Operation-Based Exercises - used to validate plans, act llales, agreements, and procedures; clarify roles and responsibilities; and identify resource gaps. Exercises are characterized by actual reaction to an exercise scenario, such as Initiating communications or mobilizing personnel and resources. ("'Note: Estimated costs are example costs only and depict a range that an exercise may fall within. Actual costs can vary and is dependent on the size, scope, and variables Involved with a particular exercise) Exercise Type Description Variables Range of Cost (Estimated Preparation, Planning Meetings, A drill Is a coordinated, supervised activity usuallyemployed to validate Participants (4), a specific function or capability in a single agency or organization. Grills Facilitation, Hours, arecommonly used to provide training on new equipment, validate Materials, Drill practice maintain for every drill, pearly Site /Mgt. $30,000- $75,000 definer clearly defined plans, procedures, and protocols need to be In place. protocols Locations, Personnel need to be famlllarwith those plans and trained In the Reporting /Plans, processes and procedures to be drilled. Travel & Expenses, Moulage, Media, Volunteer Coordination Preparation, Functional Exercises (FE) are deslgned to validate and evaluate Planning Meetings, capabilities, multiple functions and /or sub -functions, or interdependent participants (d), groups of functions. FEs are typically focused on exercising plans, Facilitation, Hours, Functional policies, procedures, and staff members Involved in management, Materials, $55,000 - $100,000 direction, command, and control functions. An FE is conducted in a Site /Mgt. realistic, real -time environment; however, movement of personnel and Locations, equipment is usually simulated. Reporting /Plans, Travel & Expenses Page 3 of 4 25H -17 Full -Scale Exercises (FS E) are typically the most complex and resource - Intensive type of exercise. They involve multiple agencies, a rga nizat I o ns, and jurisdictions and validate many facets of preparedness. FSEs often Include many players operating under cooperative systems such as the Incident Command System (ICS) or Unified Command. In an FSE, events are projected through an exercise scenario with event updates that drive activity at the operational level. FSHs are usually conducted In a real - time, stressful environment that Is Intended to mirror a real Incident. Throughout the duration of the exercise, many activities occur Page 4 of 4 25H -18 Contractor, AppIled Creative Training, Inc, Preparation, Planning Meetings, Participants Is), Facilitation, Hours, Materials, Site /Mgt. $75,000 $150,000 locations, Reporting /Plans, Travel & Expenses, Moulage, Media, Volunteer Coordination 3.0 3.1 SECTION ul EXHIBIT B TECHNICAL SPECIFICATIONS REQUIREMENTS The specific requirements of the RFQ have been listed in two sections to allow proposers to respond to either, the training courses component, the exercise component, or both. There is no requirement the Proposer must respond to both components of the RFQ. TRAINING COURSES 1. The ASAUA requires training courses in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2, The Proposer shall conduct training courses at various locationslvenues within the ASAUA. 3. The Proposer shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. h. The Proposer shall prepare and present specified training courses. Course material shall be available at the time the training is provided for each of the training courses the proposer has outlined in their proposal. 5. All training courses presented must meet state and federal guidelines and be approved by Cal OES and DHS for reimbursement under the Homeland Security Grant Program prior to delivery. Refer to the Cal OES website at: hUp: / /www.caloes.g_g, Oo _/cal -oes- divisions /california- specialized- trainin - institute and the DI-IS website at: 25H -19 RFQ No. 16 068 page ].4 htti)s: / /www.fgmg,g-ov/trainiM for further information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from FEMA /Cal OES prior to delivery of the course. The EHP approval is location specific and if an EHP approval is required, one must be obtained for each location where the course is delivered. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus and /or written curriculum. 8. The Proposer shall collect written survey comments /course evaluations from participants at the conclusion of every course offered. Survey /course evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers. 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10, Proposer shall provide and assign high quality instructors on a consistent basis to deliver the specified courses. 11. All instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and following objectives for each class, completing training as described, and utilizing training aids such as audio /visual systems. RFQ Nm 16 -068 25H -20 Page 15 12. The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 13. The Proposer will be paid for time, materials and for services rendered. Training days are generally eight (8) hours long, e.g. SAM-510M, including a one (1) hour lunch. The schedule should include regular breaks on a 50/10 break ratio — for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum. 14. Training venues may be provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 15. All Proposer developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to delivery. It is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 16. The anticipated start date of this agreement is Fall of 2016. Usage under this agreement will begin at this time. 17. Depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved. It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval. The City shall not be billed for any costs associated with obtaining these certifications and approvals, RFq No. 16 -068 25H-21 1 Page 16 18. A list of "approved" courses is available from Cal OES at www.caloes.ca.gov and a list of Federal Emergency Management Agency (FEMA) approved classes is available atwww.fema.gov /training 19. Proposers are responsible for providing all course materials and delivering it to the site(s) of all training. 20. Proposer will work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21. When required, Proposer must obtain the applicable certifications for developed courses before training begins. The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 22. Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state and /or federal certification. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 23. Proposer may not charge the City for materials brought to the class that are not utilized. 24, Proposers may be selected to provide training based on their expertise within a specific discipline. RFQ No. 16 -068 25H -22 Page 17 25. Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 26. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course, It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider on their proposed training courses whenever the need arises. 3.1.1 DELIVERABLES /REPORTS FOR TRAINING COURSES 1. Course Surveys / Evaluations a. The course surveys / evaluations results will be tabulated and scored by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. b. Completed course survey /evaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 2. Proposer must provide course flyers for all training courses to be delivered by Proposer. 3. Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered. RM No. 16 -068 25H -23 Page 18 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 3.1.2 QUANTITIES FOR TRAINING COURSES 1. Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.1.3 PRICWG FOR TRAINING COURSES 2. 3. 4. 5. All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only. Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ. 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. All prices are to be F.O.B. destination included. Any freight/delivery charges are to be Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each training course. The price quoted for each training course 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, RFQ No. 16 -068 25H -24 Page 19 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. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. 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. 9. 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. MA AWARD FOR TRAINING COURSES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. RFQ No. 16 -068 25H -25 Page 20 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement pursuant to this RFQ will be required. 5. Any agreement must be negotiated, finalized, and approved by the recommend vendor prior to City Council approval. 6. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ, 3.1.5 METHOD OF ORDERING TRAINING COURSES 1. As training is required, solicitations in the form of firm price quotations will be requested from the vendors with which the City has an Agreement. 2. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 3. Price quotations will be reviewed and vendors will be selected by the UASI Grant Office. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer. 4. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. 5. POs and payments for service will be issued only in the name of the Proposer. 6. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 7. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. RFQ No. 16 -068 25H-26 Page 21 3.1.6 INVOICING FOR TRAINING COURSES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. 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. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City shall notify Proposer of any adjustments required to invoices. 5. Invoices shall have City PO number, invoice number, agreement number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. 6. Proposer shall utilize standardized invoices upon request. 7. Invoices shall only he issued by the vendor who is awarded an agreement. 3.1.7 ACCOUNT MANAGER ! SUPPORT STAFF FOR TRAINING COURSES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. RFQ No. 16 -068 25H-27 Page 22 2. 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. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required, 3.2 EXERCISES 1. The ASAUA requires seminars, workshops, tabletops, drills, functional, and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct seminars, workshops, tabletops, drills, functional, and full -scale exercises at various locations /venues within the ASAUA. All drills. functional and full scale exercises will require an EHP approval from FEMA /Cal CES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 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. RFQ No, 16 -068 25H -28 Page 23 4. When conducting seminars, workshops, tabletops, drills, functional and full -scale exercises the Proposer shall provide all required exercise consumables, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. 5. Proposer 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. Proposer 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, The Proposer and all of their exercise personnel shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge 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. Proposer must be able to secure exercise sites at any of the jurisdictions within the ASAUA. 9. Proposers are responsible for providing exercise materials and delivering it to the site(s) of all seminars, workshops, tabletops, drills, functional and full -scale exercises. 10. Proposer may not charge the City for materials brought to the seminars, workshops, tabletops, drills, functional, and full -scale exercises that are not utilized. 11. Proposers may be selected to provide seminars, workshops, tabletops, drills, functional, and full -scale exercises based on their expertise and experience within a specific discipline. RPQ No. 16 -068 25H-29 Page 24 12. Proposers shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 13. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA before delivery of any seminars, workshops, tabletops, drills, functional, and full -scale exercises, 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 Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3.2,1 QUALIFICATIONS — HOMELAND SECURITY EXERCISE EXPERIENCE The following elements outline the type of experience and expertise proposers should possess related to the development and delivery of seminars, workshops, tabletops, drills, functional and full -scale exercises. Proposers will document their experience and expertise in Attachment D — Proposal Response Packet. The ASAUA requires seminars, workshops, tabletops, drills, functional and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. Proposer should be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full- scale exercises, RFR No. 16 -068 25H -30 Page 25 3. Proposer should have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full -scale exercises in accordance with HEESP guidelines. 4. Proposer should have staff that is experienced and proficient in conducting seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. 5. Proposer should have staff that is experienced and proficient in providing training to and coordinating exercise evaluators, controllers, and Simulation Cell operators. 3.2.2 DELIVERABLES / REPORTS FOR EXERCISES 1. Exercise Documents a. Proposer shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. These documents should include, but not be limited to: Exercise Plan, Controller /Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc, 2. Proposer will provide rosters, sign -in sheets, and presentation materials for all planning meetings conducted in support of all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the planning activity. 3. Proposer will provide rosters and sign -in sheets for all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the exercise activity. 4. Proposer will complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full -scale exercises. Copies of these AARs will be provided to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. RFQ No. 1.6 -068 25H -31 Page 26 5. Proposer will 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 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer will upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans into HSEEP within 60 days of completing any exercise activity. 3.2.3 QUANTITIES FOR EXERCISES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.2.4 PRICING FOR EXERCISES 1, All price quotes offered during an informal request for quote process will remain firm for the term of the resulting PO under the Agreement. 2. 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. 3. All prices are to be F.O.B. destination. Any freight/del!very charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. 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. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No. 16068 25H -32 Page 27 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. 6. All prices quoted shall be in United States dollars and .'whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. 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. 3.2.5 AWARD FOR EXERCISES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award to a single or multiple proposers. RFQ No. 16 -068 25H-33 Page 28 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement will be required. 5. The Master Agreement must be negotiated, finalized, and signed by the recommend awardes(s) prior to City Council approval. 6. Final Master Agreement terms and conditions will be negotiated with the selected vendors. 7. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3,2.6 METHOD OF ORDERING FOR EXERCISES 1. As an exercise is required, solicitations in the form of a firm price quotation will be requested from the vendors, 2. 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 ASAUA Grant Office. 3. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 4. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer(s). 5. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. RFQ No. 16 -068 25H -34 Page 29 6. POs and payments for service will be issued only in the name of the Proposer. 7. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 8. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City, 3,2.7 INVOICING FOR EXERCISES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. 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. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. 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. 5. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall contain Agreement number, City PO number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. RFQ No. 16 -065 25H-35 Page 30 7. Proposer shall utilize standardized invoice upon request. 8. Invoices shall only be issued by the Proposer who is awarded an agreement. 9. Payments will be issued to and invoices must be received from the same Proposer whose name is specified on the POs. 3.2.8 ACCOUNT MANAGER/ SUPPORT STAFF FOR EXERCISES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. 2. 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. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4, Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. RFQ No. 16 -068 Page 31 25H -36 AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS- NEEDED BASIS THIS AGREEMENT is made and entered into this 16th day of August, 2016 by and between Amec Foster Wheeler ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City "), RECITALS A. On June 6, 2016, the Santa Ana Police Department ( "SAPD ") issued Request for Qualifications No. 16 -068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security- related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management. B. These courses are in support of the Anaheim/Santa Ana, Urban Area ( "ASAUA ") Homeland Security Regional Training and Exercise Program and will be fmded by a grant awarded to the City by the United States Department of Homeland Security's Urban Areas Security Initiative ( "UASI") and administered by SAPD. The ASAUA consists of the incorporated cities in Orange County and the police departments of the University of Califonnia, Irvine, and California State University, Fullerton. C. Through SAPD, the training and exercise prograins will be made available to agencies in the ASAUA on an as- needed basis to enhance domestic preparedness for acts of terrorism. D. Contractor submitted a responsive proposal that was among those selected by the City. E. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terns and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES On an as- needed basis, and at the sole discretion of City, Contractor shall conduct the training and/or exercise programs described in Exhibit A to this Agreement. Contractor's proposal is incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply with the technical specifications provided in Section III of RFQ No. 16 -068, which are incorporated by reference and attached as Exhibit B. 2. CHANGE ORDERS To maintain fexibility that allows first responders to address emerging and unforeseeable threats, the ASAUA Homeland Security Regional Training and Exercise Prograrn 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 25M -37 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. 3. COMPENSATION a. City neither warrants nor guarantees any minimum or maximiun compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above - referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16 -068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The tenn of this Agreement may be extended for a single (1) one -year period upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire tenn of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF 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 25H 38 Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against olahns arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles, The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self- insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such instiranoe shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with lnnits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and emissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. C. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (3 0) days prior written notice to the City. (iv) Contractor shall supply City with a. fully executed additional insured endorsement. 25H -39 If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured, and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to and shall indemnify, defend, and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligence or willful misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terns 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. Contractor's indemnification obligations in this section shall survive expiration of this Agreement. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Contractor under this Agreement. 10. CONFORMITY WITH LAW AND SAFETY In performing any services under this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes, and regulations of govermnental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over the scope of services, including all provisions of the California Occupational Safety and Health Act. Contractor shall indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and regulations. III RECORDS Contractor shall keep records and invoices in connection with the work to be performed, wider 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 25H140 minimum period of three (3) years, or for any longer period required bylaw, 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 docu nems 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 infornation except in the perfornance 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 infornation transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement, The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 1.3, CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with the performance of services specified under this Agreement. 14. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this .Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic comrnrmication in the mariner provided in this Section, to the following persons: To City: Cleric of the City Cormeil City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647 -6956 With corurtesy copies to: Brad Hadley, Sergeant UASI Grant Coordinator Homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 25H -41 To Contractor: Amec Foster Wheeler 121 Innovation Drive, Suite 200 Irvine, CA 92617 -3094 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. fly. EXCLtiSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement' between the City and Contractor regarding the subject matter therein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement aelmowled,ges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 17. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. TERMINATION This Agreement maybe 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: 25H642 a. As a condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 19. NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 21. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies, Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such pennies, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 22. CERTIFICATIONS a. Debanment and Suspension. Contractor will comply, and all its subcontractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and codified in 2 CFR Part 200. b. Section 504 of the Rehabilitation Act of 1973. All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified disabled person shall, solely by reason of disability be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. Contractor agrees it will ensure that requirements of The Act shall be included in any agreements with and be binding on all of its subcontractors, assignees, or successors. C. Americans with Disabilities Act of 1990 (ADA). Contractor must comply with all 25H -43 requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable d, Lobbying and Political Activity. None of the funds, materials, property, or services provided directly or indirectly under this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act ". e. Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, at seq., and agrees that none of the funds provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. f, Contractor will comply, and all its subcontractors will comply, with all requirements of the Byrd Anti- Lobbying Amendment (31 U.S.C, 1352), as applicable. g. Non - Discrimination and Equal Opportunity. Contractor will comply, and all its subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non - Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Contractor makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against Contractor, Contractor will forward a copy of the findings to City, which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. h. Contractor will comply, and all its subcontractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled `Equal Employment — Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. i. Contractor will comply, and all its subcontractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and all its subcontractors will comply, with all requirements of the Copeland "Anti - Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. k. Contractor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a -7) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable, 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contract Work and ,Safety Standards Act (40 U.S.C. 327 -330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 25Hg44 in. Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part 15), as applicable, n. Contractor will comply, and all its subcontractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94 -163, 89 Stat. 871), (53 FR 8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable. o. Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. P. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable. q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty -free, non - exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and /or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the Contractor purchases ownership with support through this grant. The Federal government's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority slid 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. 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 SANTA ANA Maria D. Huizar Cleric of the Council David Cavazos City Manager 251 -45 APPROVED AS TO FORM: SONIA R. CARVALHO CONTRACTOR: City Attorney By: ......... John g. Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Carlos Rojas, Chief of Police Police Department Name: Title: 25H° - -46 EXHIBIT A List of Training /Classes and Exercises TRAINING Contractor: Amec foster Wheeler *Discipline Codes: Law EnJarcement = LE, Fire= F, Emergency Medical Services- EMS, Emergency Management = EM, Public Health = PH, Other Discipline - DO Course Title Description Discipline Total Course cost Seminars generally orient participants to, or provide an overview of, Estimated "Not Applicable- Training Courses not proposed by Contractor authorities, strategies, plans, policies, procedures, protocols, resources, Participants ( #), EXERCISES A) Discussion -Based Exercises- focus on strategic, policy- orlented issues; facilitators and /or presenters usually lead the discussion, keeping particlpants on track towards meeting exercise objectives. n- Note: Estimated costs are example costs only and depict a range that an exercise mayfall within. Actual costs can vary and is dependent on the size, scope, and variables involved with a particular exercise) Exercise Type Description Variables Range of Cost (Estimated) Seminars generally orient participants to, or provide an overview of, authorities, strategies, plans, policies, procedures, protocols, resources, Participants ( #), Seminar concepts, and Ideas. Seminars can be valuable for entities that are Pacllitatlon, Flours, $5,000- $25,000 developing or making major changes to existing plans or procedures. Materials, Location Although similar to seminars, workshops differ in two important aspects: 1. participant interaction is increased, and 2, focus s Is placed on achieving Part pticlpants Workshop or building a product. To be effective, workshops should have clearly Facilitation, Hours, $8000 - $35,000 defined objectives, products, or goals, and should focus on a specific Materials, Location, plans issue. Page 1 of 3 25H -47 Contractor, Amec Foster Wheeler Tabletop Exercises (TTX) are Intended to generate discussion of various Description Variables Issues regarding a hypothetical simulated emergency, They can be used to enhance general awareness, validate plans and procedures, rehearse concepts, and /or assess the types of systems needed to guide the Participants (a), prevention of, protection from, mltigatlon of, response to, and recovery Facilitation, Hours, $25,000- $50,000 from a defined Incident. The effectiveness of a TTX is derived from the Materials, Location, a specific function or capability In a single agency or organization. Drills energetic Involvement of participants and their assessment of Reporting /Plans recommended revisions to current policies, procedures, and plans; Materials, Site /Mgt. therefore facilitation Is critical to keeping participants focused on procedures, or practice and maintain current skills. For every drill, exercise Objectives. clearly defined plans, procedures, and protocols need to be In place. B) Cperatlon -Based Exercises - used to validate plans, policies, agreements, and procedures; clarify roles and responsibilities; and identify resource gaps. Exercises are characterized by actual reaction to on exercise scenario, such as Initiating communications or mobilizing personnel and resources, ( *Note; Estimated casts are example costs only and depict a range that an exercise may fall within. Actual costs can vary and Is dependent an the size, scope, and variables Involved with a particular exercise) Exercise Type Description Variables Range d (Estimateaced) Preparation, Planning Meetings, A drill Is a coordinated, supervised activity usually employed to validate Participants ( #), a specific function or capability In a single agency or organization. Drills Facilitation, Hours, are commonly used to provide training on new equipment, validate Materials, Site /Mgt. Drill procedures, or practice and maintain current skills. For every drill, $30,000- $75,000 clearly defined plans, procedures, and protocols need to be In place. Locations, Reporting /Plans, Personnel need to be familiar with those plans and trained In the processes and procedures to be drilled. Travel & Expenses, Moulage, Media, Volunteer Coordination Page 2 of 3 25H -48 Contractor: Amec Foster Wheeler Page 5 of 3 25H -49 Preparation, Functional Exercises (FE) are designed to validate and evaluate Planning Meetings, capabilities, multiple funetlons and /or sub - functions, or interdependent Participants (#), groups of functions, FES are typically focused on exercising plans, Facilitation, Hours, Functional policles, procedures, and staff members Involved In management, Materials, $55,000 - $100,000 direction, command, and control functions. An FE is conducted in a Site /Mgt. realistic, real -time environment; however, movement of personnel and Locations, equipment is usually simulated, Reporting /Plans, Travel& Expenses Preparation, Full -Scale Exercises( FSE) are typically the most complex and resource- Planning Meetings, intensive type of exercise They Involve multiple agencies, organizations, Participants (n), and jurisdictions and validate many facets of preparedness. FSEs often Facilitation, Hours, Include many players operating under cooperative systems such as the Materials, Full -Scale Incident Command System (ICS) or Unified Command, In an FSE, events Site /Mgt, $75,000- $150,000 are projected through an exercise scenario with event updates that drive Locations, activity at the operational level. FSEs are usually conducted in a real- Reporting /Plans, time, stressful environment that is intended to mirror a real incident. Travel & Expenses, Throughout the duration of the exercise, many activities occur Moulage, Media, simultaneously. Volunteer Coordination Page 5 of 3 25H -49 3.0 3.1 SECTION III EXHIBIT B TECHNICAL SPECIFICATIONS REQUIREMENTS The specific requirements of the RFQ have been listed in two sections to allow proposers to respond to either, the training courses component, the exercise component, or both. There Is no requirement the Proposer must respond to both components of the RFQ. TRAINING COURSES The ASAUA requires training courses in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct training courses at various locations /venues within the 3. The Proposer shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. 4. The Proposer shall prepare and present specified training courses, Course material shall be available at the time the training is provided for each of the training courses the proposer has outlined in their proposal. 6. All training courses presented must meet state and federal guidelines and be approved by Cat OES and DHS for reimbursement under the Homeland Security Grant Program prior to delivery. Refer to the Cal OES website at: htip: / /www.jqaloes.ca. ov /cal -ocs- divisions /california- specialized - training• institute 25H -50 and the DI-IS website at: RPQ No. 16 -068 Page 1.4 https: / /www.fema.gov /traininq for further information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from FEMA /Cal QES prior to delivery of the course. The EHP approval is location specific and if an EHP approval is required, one must be obtained for each location where the course is delivered. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus and /or written curriculum, 8. The Proposer shall collect written survey comments /course evaluations from participants at the conclusion of every course offered. Survey /course evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers. 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10. Proposer shall provide and assign high quality instructors on a consistent basis to deliver the specified courses. 11. All instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and following objectives for each class, completing training as described, and utilizing training aids such as audio /visual systems. PrQ No 16 -068 25H -51 Page 15 12. The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 13. The Proposer will be paid for time, materials and for services rendered. Training days are generally eight (8) hours long, e.g. 8AM -5PM, including a one (1) hour lunch. The schedule should include regular breaks on a 50/10 break ratio — for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum. 14. Training venues may be provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 15. All Proposer developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to delivery. It is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 16. The anticipated start date of this agreement is Fall of 2016. Usage under this agreement will begin at this time. 17. Depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved. It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval. The City shall not be billed for any costs associated with obtaining these certifications and approvals. RPQ No. 16 -068 25H -52 Page 15 18. A list of "approved" courses is available from Cal OES at www.caloes.ca.00v and a list of Federal Emergency Management Agency (FEMA) approved classes is available atwww.fema.gov /training 19. Proposers are responsible for providing all course materials and delivering it to the site(s) of all training. 20. Proposer will work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21. When required, Proposer must obtain the applicable certifications for developed courses before training begins, The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 22. Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state and /or federal certification. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 23. Proposer may not charge the City for materials brought to the class that are not utilized. 24. Proposers may be selected to provide training based on their expertise within a specific discipline. arQ No. 1.6 -065 25H-53 Page 17 25. Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 26. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider on their proposed training courses whenever the need arises. 3.1.1 DELIVERABLES /REPORTS FOR TRAINING COURSES 1. Course Surveys / Evaluations a. The course surveys / evaluations results will be tabulated and scored by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. b. Completed course survey /evaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course, 2. Proposer must provide course flyers for all training courses to be delivered by Proposer. 3. Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered. RFQ No. 16 -068 25H -54 Rage 18 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course, 3.1,2 QUANTITIES FOR TRAINING COURSES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.1.3 PRICING FOR TRAINING COURSES 1, All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only. Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ. 2. 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, 3. All prices are to be F.O.B. destination. Any freight /delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each training course. The price quoted for each training course 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, RFQ No, 16 -068 25H -55 page 19 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. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. 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. 9. 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. 3.1.4 AWARD FOR TRAINING COURSES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. RFQ No. 16 -068 25H -56 Page 20 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement pursuant to this RFQ will be required. 5. Any agreement must be negotiated, finalized, and approved by the recommend vendor prior to City Council approval. 6. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.1.5 METHOD OF ORDERING TRAINING COURSES 1. As training is required, solicitations in the form of firm price quotations will be requested from the vendors with which the City has an Agreement. 2. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 3. Price quotations will be reviewed and vendors will be selected by the UASI Grant Office, Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer. 4. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. 5. POs and payments for service will be issued only in the name of the Proposer. 6. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 7. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. RFQ No. 16 -065 25H -57 page 21 3.1.6 INVOICING FOR TRAINING COURSES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. 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. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City shall notify Proposer of any adjustments required to invoices. 5. Invoices shall have City PO number, invoice number, agreement number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. 6. Proposer shall utilize standardized invoices upon request. 7. Invoices shall only be issued by the vendor who is awarded an agreement. 3.1.7 ACCOUNT MANAGER/ SUPPORT STAFF FOR TRAINING COURSES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. RFQ No, 16068 25H -58 Page 22 3.2 2. 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. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. EXERCISES 1. The ASAUA requires seminars, workshops, tabletops, drills, functional, and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical G. Public Health d. Emergency Management 2. The Proposer shall conduct seminars, workshops, tabletops, drills, functional, and full -scale exercises at various locations /venues within the ASAUA. All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals, The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 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. 25H -59 RFQ No, 16 -068 Page 23 4. When conducting seminars, workshops, tabletops, drills, functional and full -scale exercises the Proposer shall provide all required exercise consumablas, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. 5. Proposer 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. 0. Proposer 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. The Proposer and all of their exercise personnel shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge 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. Proposer must be able to secure exercise sites at any of the jurisdictions within the ASAUA. 9. Proposers are responsible for providing exercise materials and delivering it to the site(s) of all seminars, workshops, tabletops, drills, functional and full -scale exercises. 10. Proposer may not charge the City for materials brought to the seminars, workshops, tabletops, drills, functional, and full -scale exercises that are not utilized. 11, Proposers may be selected to provide seminars, workshops, tabletops, drills, functional, and full -scale exercises based on their expertise and experience within a specific discipline. Rr-Q No. 16 -068 25H-60 Page 24 12. Proposers shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 13. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA before delivery of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 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 Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3.2.1 QUALIFICATIONS— HOMELAND SECURITY EXERCISE EXPERIENCE The following elements outline the type of experience and expertise proposers should possess related to the development and delivery of seminars, workshops, tabletops, drills, functional and full -scale exercises. Proposers will document their experience and expertise in Attachment D -- Proposal Response Packet. The ASAUA requires seminars, workshops, tabletops, drills, functional and full -scale exercises in the following specific disciplines: a. Law Enforcement /Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. Proposer should be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full- scale exercises. RFQ No. 16 -068 25H-61 Page 25 3. Proposer should have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full -scale exercises in accordance with HEESP guidelines. 4. Proposer should have staff that is experienced and proficient in conducting seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. 5. Proposer should have staff that is experienced and proficient in providing training to and coordinating exercise evaluators, controllers, and Simulation Cell operators. 3.2.2 DELIVERABLES / REPORTS FOR EXERCISES 1. Exercise Documents a. Proposer shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. These documents should include, but not be limited to: Exercise Plan, Controller /Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc. 2. Proposer will provide rosters, sign -in sheets, and presentation materials for all planning meetings conducted in support of all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the planning activity. 3. Proposer will provide rosters and sign -in sheets for all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the exercise activity. 4. Proposer will complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full -scale exercises. Copies of these AARs will be provided to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. RFQ No. 16 -068 25H-62 Page 26 5. Proposer will 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 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer will upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans into HSEEP within 60 days of completing any exercise activity. 3.2.3 QUANTITIES FOR EXERCISES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.2.4 PRICING FOR EXERCISES 2. 3. 4. 5, 1. All price quotes offered during an informal request for quote process will remain firm for the term of the resulting PO under the Agreement. 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. All prices are to be F.O.B. destination included. Any freight /delivery charges are to be Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. Taxes and freight charges: a. 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. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No. 16 -068 25H -63 Page 27 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. 6. Alf prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. 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. 3.2,5 AWARD FOR EXERCISES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award to a single or multiple proposers. RFQ No. 16 -068 25H-64 Page 28 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement will be required. 5. The Master Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior to City Council approval. 6. Final Master Agreement terms and conditions will be negotiated with the selected vendors. 7. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.2.6 METHOD OF ORDERING FOR EXERCISES 1. As an exercise is required, solicitations in the form of a firm price quotation will be requested from the vendors. 2. 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 ASAUA Grant Office. 3. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 4. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer(s). 5. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. RFQ No. 16 -068 25H -65 Page 29 6. POs and payments for service will be issued only in the name of the Proposer. 7. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 8. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. 3.2.7 INVOICING FOR EXERCISES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. 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. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. 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. 5. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall contain Agreement number, City PO number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. RFQ No 16 -068 25H-66 Page 30 7. Proposer shall utilize standardized invoice upon request. 8. Invoices shall only be issued by the Proposer who is awarded an agreement. 9. Payments will be issued to and invoices must be received from the same Proposer whose name is specified on the POs. 3.2.8 ACCOUNT MANAGER/ SUPPORT STAFF FOR EXERCISES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement, The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. 2. 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. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. RFQ No. 16,068 25H -67 Rage 31 25H -68 AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES FOR THE ArNAHEIM / SANTA ANA URBAN AREA ON AN AS- NEEDED BASIS THIS AGREEMENT is made and entered into this 16th day of August, 2016 by and between California Specialized Training Institute ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City "), RECITALS A. On June 6, 2016, the Santa Ana Police Department ( "SAPD ") issued Request for Qualifications No. 16 -068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security - related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management. B. These courses are in support of the Anaheim/Santa Ana Urban Area ( "ASAUA ") Homeland Security Regional Training and Exercise Program and will be funded by a grant awarded to the City by the United States Department of Homeland Security's Urban Areas Security Initiative ( "UASI ") and administered by SAPD. The ASAUA consists of the incorporated cities in Orange County and the police departments of the University of California, Irvine, and California State University, Fullerton. C. Through SAPD, the training and exercise programs will be trade available to agencies in the ASAUA on an as- needed basis to enhance domestic preparedness for acts of terrorism. D. Contractor submitted a responsive proposal that was among those selected by the City. E. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field., NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the teens and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an as- needed basis, and at the sole discretion of City, Contractor shall conduct the training and/or exercise programs described in Exhibit A to this Agreement, Contractor's proposal is incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply with the technical specifications provided in Section III of RFQ No, 16 -068, which are incorporated by reference and attached as Exhibit B. 2. CHANGE ORDERS 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 25H -69 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. 3. COMPENSATION a. City neither warrants nor guarantees any minimum or maximiun compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above - referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16 -068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The tenn of this Agreement may be extended for a single (1) one -year period upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire tenn of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF 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 25H 70 Agreement shall be at City's sole risk. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commmercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non, owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured endorsement. 25H -71 If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination sb,all not affect Contractor's night to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to and shall indemnify, defend, and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligence or willful misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Contractor's indemnification obligations in this section shall survive expiration of this Agreement, 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Contractor under this Agreement, 10. CONFORMITY WITH LAW AND SAFETY In performing any services under this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes, and regulations of governmental agencies, including federal, state, municipal, and local governing bodies 'having jurisdiction over the scope of services, including all provisions of the California Occupational Safety and Health Act. Contractor shall indemnify, defend, and hold harmless City from any and all liability, fines, penalties, aid consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and regulations. 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a 25H'-72 minimmn 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 tinder 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 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 infomlation disclosed by the City. 13. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with the performance of services specified mader this Agreement, 14. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: Brad Hadley, Sergeant UASI Grant Coordinator Homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 25H -73 To Contractor.: California Specialized Training Institute 3650 Schriever Avenue Mather, CA 95655 -4203 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 15. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the 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 patty, which are not embodied herein. 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 17. NVAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: 25Ff -74 a. Asa condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b, Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement, 19. NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affinns that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 21, PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services herermder 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 pennits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 22. CERTIFICATIONS a. Debarment and Suspension. Contractor will comply, and all its subcontractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and codified in 2 CFR Part 200. b. Section 504 of the Rehabilitation Act of 1973. All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified disabled person shall, solely by reason of disability be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. Contractor agrees it will ensure that requirements of The Act shall, be included in any agreements with and be binding on all of its subcontractors, assignees, or successors. C. Americans with Disabilities Act of 1990 (ADA). Contractor must comply with all 25H -75 requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable d. Lobbying and Political Activity. None of the funds, materials, property, or services provided directly or indirectly under this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act". e. Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et seq., and agrees that none of the funds provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. f. Contractor will comply, and all its subcontractors will comply, with all requirements of the Byrd Anti - Lobbying Amendment (31 U.S.C. 1352), as applicable. g. Non - Discrimination and Equal Opportunity. Contractor will comply, and all its subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title It 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 Pail 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Contractor makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against Contractor, Contractor will forward a copy of the findings to City, which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U,S. Department of Justice. h. Contractor will comply, and all its subcontractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled `Equal Employment— Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. i. Contractor will comply, and all its subcontractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable, j. Contractor will comply, and all its subcontractors will comply, with all requirements of the Copeland "Anti - Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. k. Contractor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a -7) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable, 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C. 327 -330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 254-76 m. Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part 15), as applicable. n. Contractor will comply, and all its subcontractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94 -163, 89 Stat. 871), (53 FR 8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr, 19, 1995), as applicable. o. Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. P. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable. q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty -free, non - exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and /or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the Contractor purchases ownership with support through this grant. The Federal government's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Maria D. Huizar Cleric of the Council David Cavazos City Manager 2sw -77 APPROVED AS TO FORM: SONIA R. CARVALHO CONTRACTOR: City Attorney By:, Jolm . Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Carlos Rojas, Chief of Police Police Department Name: Title: 25H48 Contractor: CalOES /California Specialized Training Institute (CSTI) EXHIBIT A List of Training /Classes and Exercises TRAINING D]sclPllne Codes; Law Enforcement = LE, Fire = F, Emergency Med1cal5ervices= EMS, Emergency Management = EM, Public Health = PH, Other 0lscipline = 00 Course Title Description plstipline Total Course Cast (Estimated) This course introduces participants to key emergency management Essential Emergency Management Concept: principles and practices using a complex earthquake scenario. Content Earthquake Includes the SEMS Introductory Course, G775 EOC Management and LE, OD EM F, , $55,500.00 Operations, and specific EOC section /posltlon training. This course focuses on the steps to design, conduct, and evaluate a Enhanced Exercise Design, Conduct, and discussion and operations based exercise. Best practices as they relate Evaluation (EEDCE) to exercise design and development of an exercise design team using EM, OD LE EMS, , $27,000.00 HSEEP guidance and principles. CTSI certlfles "outreach instructors" to teach the above course to assist Essentials EOC Action Planning TTT(G626) In the process of meeting Federal NIMS training requirements and EM, EMS, LE, OD $18,000.00 CalOES EOC Position Credentialing, CTSI certifies "outreach instructors" to teach the above course to assist EOC Sectlon /Position TTT In the process of meeting Federal NIMS training requirements and EM, EMS, LE, Co $15,soo,00 DOES EOC Position Credentialing. This serles of five training modules focuses on key EOC positions within: Essential CDC Section /Position Training- All Management, Operations, Planning & Intelligence, Logistics, and Finance Positions(G110 -A) &Admin istration sections. Each course defines function, LE EM, EMS, , OD $33,000,00 position descriptions and tabletop exercise. This series of five training modules focuses on key EOC positions wlthln: Essential EOC Section /Position Training- Management, Operations, Planning & Intelligence, Logistics, and Finance Finance & Administration (6110 -F) & Administration sections. Each course defines function, detailed EM, EMS, LE, OD $7,000,00 position descriptlons and tabletop exercise. Page 1 of 7 25H -79 Contractor: CaIOES /California Specialized Training Institute (CSTI) Page 2 of 7 25H -80 This series of five training modules focuses on key EOC positionswithim Essential EOC Section /Position Training- Management, Operations, Planning& Intelligence, Logistics, and Finance Logistics (G110 -L) & Administration sections. Each course defines function, detailed EM, EMS, LE, OD F$7,000.00 position descriptions and tabletop exercise. This series of five training modules focuses on key EOC positions within: Essential EOC Section /Position Training - Management, Operations, Planning & Intelligence, Logistics, and Finance Management (6110 -M) & Administration sections. Each course defines function, detailed EM, OD LE EMS, , $7,000.00 position descriptions and tabletop exercise. This series of five training modules focuses on key EOC positions within: Essential EOC Section /Position Tralning- Management, Operations, Planning & Intelligence, Logistics, and Finance Operations (6110 -0) & Administration sections, Each course defines function, detailed EM, EMS, LE, OD $7,000.00 position descriptions and tabletop exercise. This series of five training modules focuses on key EOC positions within: Essential EDC Section /Position Training Management, Operations, Planning & Intelligence, Logistics, and Finance Planning & Intelligence (G110 -P) & Administration sections. Each course defines function, detailed EM, EMS, LE, OD $7,000.00 position descriptions and tabletop exercise, This course provides participants with an understanding of ICS /EOC ICS/EOC Workshop Interface Interface. Content Includes an overview of ICS and MACS, and a EM, EMS, LE, OD $13,000,00 practical exercise to discuss, apply, and validate workshop concepts and ideas for effective ICS and EOC Interface. This course focuses on how to plan for people with disabilities and Integrating Access and Functional Needs into access and functional needs, understand the importance of Integrating EM, EMS, LE, OD $10,000.00 Emergency Management (G-197) this population in emergency management and the whole community inclusion. This course focuseson emergency operations plans, the format and Emergency Planning (G235) process to develop plans and evaluate the plan's effectiveness. Content EM, EMS, LE, OD $20,000.00 Includes Comprehensive Planning Guide (CPG 101) and Threat and Hazard Identification and Risk Assessment (THIRA) Page 2 of 7 25H -80 Contractor: CalOES /California SpeclaI!zed Training Institute (CSTI) Disaster Recover G270.4 Recovery ( ) This course focuses on various programs related to recovery after a EM, EMS, LE, OD $28000,00 disaster. Content also Includes the Recovery Planning Process. Volunteers and Donations Management This course provides strategies for managing volunteers, donations, and (G288) cash before, during, and after a disaster. Content also Includes how to EM, EMS, LE, 00 $13,000.00 identify resources for volunteers and donations management. This course is designed for people who work with the media in times of G290/G291 Basic Public Information Officer crisis and day -to -day media relations. The program emphasizes the and Joint Information System /Joint importance of developing a Public information Officer (PIO) team, LE F EMS, EM, PH, , $40,000,09 Information Center communication skills, leadership and working in a Joint Information DD Center using Joint Information Systems. This course provides assistance to emergency planners, risk managers, Multi- Hazard Emergency Planningfor school site and response personnel, law enforcement and emergency Schools )G364) management organizations in planning for disasters /emergencies, ENI, OD LE EMS, , $13,000.00 Including acts of violence. Planning for Needs of Children in Disasters This course provides guidance about meetingthe unique needs of 6366) children in disasters. EM, OD LE EMS, , $13,000.00 This course provides resources for mitigation activities fundamental to Disaster Mitigation (6393) reduce and eliminate long -term hazard risks. Participants will EM, EMS, LE, OD $18,000.00 understand their roles and responsibilities to develop and Implement a mitigation strategy to reduce the Impact of disasters. -rhls course focuses on plans and procedures for responding to the initial Rapid Needs Assessment (G557) four hours of a disaster. Content Include pre -event planning, EM, EMS, LE, OD $17,000.00 Intelligence gathering, and situational awareness distribution. This course focuses on an Emergency Operations Center's action planning process. Participants learn what the action plan contains and EOC Action Planning (G626) the process to develop an action plan. Content Includes what each EM, EMS, LE, OD $15,000.00 SEMS Section contributes to develop the action plan and the Individual's role. Essentials EOC Action Planning g his course focuses on thefundamentals of the EOCActlon Planning I EM, EMS, LE, OD $12,000.00 process. Page 3 of 7 25H -81 Contractor: Ca IOES /California Specialized Training Institute ;CSTI) Page 4 of 7 25H -82 Thiscourse focuseson EOC Management and Operations. Content EOC Management and Operations (G775) includes Multi- agency Coordination, EOC design, EOC staffing, and how EM, EMS, LE, OD $19,000.00 to activate and deactivate an EOC. The L0146 HSEEP is an intermediate -level course that provides a comprehensive overview of exercise design along with practical skill Homeland Security Exercise Evaluation development In accordance with the HSEEP Doctrine. This course uses EM, EMS, F, LE, PH, Program (HSEEP) activities that will give participants an opportunity to interact with man g p p Y Y OD $15,000.00 of the templatesond outer materials that are provided by the National at Exercise Division to ensure exercises are conducted in a consistent manner. This course trains medical personnel to become an effective team Medical Health Operations Center Support member in performing basic medical and health disaster roles and Activities (MHOCSA) responsibilities In an EOC or DOC per the SEMS and the California Public EM, EMS, LE, OD $14,000.00 Health and Medical Emergency Operations Manual (EOM. CTSI certifies "outreach Instructors" to teach the above course to assist SEMS Combined /G775/G191 TfT in the process of meeting federal NIMS training requirements and EM, EMS, LE, OD $19,500.00 Ca TOES EOC Position Credendaling. ICS /SEMS /NIMS Combined Course One day course that combines SEMS Introduction, NIM, IS 100, 700, 701, EM, EMS, LE, OD $10,0001)0 706, and 800 SEMS Executive Management Course g This course covers ICS /SEMS /NINIS for executive staff Including EM, EMS, LE, OD $6,400.00 elements of ICS for executives This course concentrates on understanding the various aspects of international and transnational terrorism and homegrown violent Terrorism I: International Terrorism extremism and developing effective strategies to counterthe threat LE, EM, OD $24,000.00 posed bycontemporary international terrorist operating against, or within, the United States, This course focuses on understanding the various aspects of domestic Terrorism II: Domestic Terrorism terrorism and extremism and developing effective strategies to counter LE, EM, OD $21,750.00 the threat posed by contemporary domestic terrorist and extremists operation within the United States. Page 4 of 7 25H -82 Contractor; CalOES /California Specialized Training Institute (CSTI) EXERCISES A) Dlscusslon-Based Exercises- focus on strategic, policy- oriented Issues; facilitators and /or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives. ( "Note: Estimated costs are example costs only and depict range that an exercise may fall within. Actual costs can vary and Is dependent on the size, scope, and variables involved with a particular exercise) Exercise Type Intended for graduates of CSTI's Terrorism I and II courses; this course Variables Range of Cost (Estimated) offers students the opportunity to apply the knowledge, ski its and Terrorism III: Advanced Counterterrorism resources obtained in those courses to develop counterterrorism Participants (f#), strategies strategles In a simulated war game which compares and contracts one LE, EM, OD $24x750.00 team's proactive force protection methods against a dedicated Materials, Location adversary's attack plan. This course Is designed for both collectors and consumers of Participants (ft), Workshop p Intelligence, as well, as newly assigned terrorism Intelligence analysts Facilitation, Hours, $1,000- $35,D00 Terrorism Intelligence Analysis and Terrorism Liaison Officers (TLOS). While the course Includes the LE, OD $24,750.OD basics of criminal Intelligence analysis methodology, the information is plans Presented within the framework of intelligence as It relates to terrorlst activity. EXERCISES A) Dlscusslon-Based Exercises- focus on strategic, policy- oriented Issues; facilitators and /or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives. ( "Note: Estimated costs are example costs only and depict range that an exercise may fall within. Actual costs can vary and Is dependent on the size, scope, and variables involved with a particular exercise) Exercise Type Description Variables Range of Cost (Estimated) Seminars generally orient participants to, or provide an overview of, Seminar authorities, strategies, plans, policies, procedures, protocols, resources, Participants (f#), concepts, and Ideas. Seminars can be valuable for entities that are Facilitation, Hours, $5,000 - $25,000 developing or malting major changes to existing plans or procedures, Materials, Location Although similar to seminars, workshops differ in two Important aspects: 1, participant interaction Is Increased, and 2. focus Is placed on Participants (ft), Workshop p achieving or bulldin a product. To be effective, workshops should have g g p p Facilitation, Hours, $1,000- $35,D00 clearly defined objectives, products, or goals, and should focus ono Materials, Location, specific Issue. plans page 5 of 7 25H -83 Contractor; CalOES /California Specialized Training Institute (CSTI) Tabletop Exercises (TTX) are Intended to generate discussion of various issues regarding a hypothetical simulated emergency. They can be used to enhance general awareness, validate plans and procedures, rehearse concepts, and /or assess the types of systems needed to guide the prevention of, protection from, mitigation of, response to, and recovery from a defined Incident. The effectiveness of a TTX is derived from the energetic involvement of participants and their assessment of recommended revisions to current policies, procedures, and plans; therefore facilitation is critical to keeping participants focused on exercise objectives. Participants (dJ, Facilitation, HOUrs, $25000- $50,000 Materials, Location, Reporting /Plans B) OperatlomBased Exercises - used to validate plans, policies, agreements, and procedures; clarify roles and responsibilities; and Identify resource gaps. Exercises are characterized by actual reaction to an exercise scenario, such as initiating communications or mobilizing personnel and resources. ( *Note; Estimated costs are example costs only and depict a range that an exercise may fall within. Actual costs can vary and Is dependent on the size, scope, and variables Involved with a particular exercise) Exercise Type Description Variables Range of Cost (Estimated) Preparation, Planning Meetings, A drill Is a coordinated, supervised activity usually employed to validate Participants (4), a specific function or capability in a single agency or organization. Drills Facilitation, Hours, are commonly used to provide tralningon new equipment, validate Materials, Drill procedures, or practice and maintain current skills. Forevery drill, Site /Mgt. $30,000 - $75,000 clearly defined plans, procedures, and protocols need to be In place. Locations, Personnel need to be familiar with those plans and trained In the Reporting /Plans, processes and procedures to be drilled Travel & Expenses, Moulage, Media, Volunteer Coordination Page 6 of 7 25H -84 Contractor: Cal 0E5 /California Specialized Training Institute (CSTI) Page 7 of 7 25H -85 Preparation, Functional Exercises (FE) are designed to validate and evaluate Planning Meetings, capabilities, multiple functions and /or sub - functlons, or Interdependent Participants (k), groups of functions. FES are typically focused on exercising plans, Facilitation, Hours, Functional policies, procedures, and staff members Involved in management, Materials, $55,000 - $100,000 direction, command, and control functions, An FE Is conducted In a Site /Mgt. realistic, real -time environment; however, movement of personnel and Locations, equipment is usually simulated. Reporting /Plans, Travel & Expenses Preparation, Full -Scale Exercises(FSE) are typicallythe most complex and resource- Planning Meetings, Intensive type of exercise. They Involve multiple agencies, organizations, Participants (d), and jurisdictions and validate many facets of preparedness. FSEs often Facilitation, Hours, include many players operating under cooperative systems such as the Materials, Full -Scale Incident Command System (ICS) or Unified Command. In an FSE, events site /Mgt. $75,000 - $150,000 are projected through an exercise scenario with event updates that Locations, drive activity at the operational level. FSEs are usually conducted in a Reporting /Plans, real -time, stressful environment that is intended to mirror a real Travel & Expenses, incident. Throughout the duration ofthe exercise, many activities occur Moulage, Media, simultaneously. Volunteer Coordination Page 7 of 7 25H -85 3.0 311 SECTION III EXHIBIT B TECHNICAL SPECIFICATIONS REQUIREMENTS The specific requirements of the RFQ have been listed in two sections to allow proposers to respond to either, the training courses component, the exercise component, or both. There Is no requirement the Proposer must respond to both components of the RFQ. TRAINING COURSES 1. The ASAUA requires training courses in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2, The Proposer shall conduct training courses at various locations /venues within the ASAUA. 3. The Proposer shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. 4. The Proposer shall prepare and present specified training courses. Course material shall be available at the time the training Is provided for each of the training courses the proposer has outlined in their proposal. 5. All training courses presented must meet state and federal guidelines and be approved by Cal OES and DHS for reimbursement under the Homeland Security Grant Program prior to delivery. Refer to the Cal OES website at: hwca qov /cal -oes- divisions/ california- saeciailzed- trainlnq- institute and the DJ-IS website at: 25H -86 RFQ No. 16068 Page 1.4 https: / /www.ferna.gov /training for further information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from FEMA /Cal OES prior to delivery of the course. The EHP approval is location specific and if an EHP approval is required, one must be obtained for each location where the course is delivered. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required approvals, The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus and /or written curriculum. 8. The Proposer shall collect written survey comments /course evaluations from participants at the conclusion of every course offered. Survey /course evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers. 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10. Proposer shall provide and assign high quality instructors on a consistent basis to deliver the specified courses. 11. All instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and following objectives for each class, completing training as described, and utilizing training aids such as audio /visual systems. VQ No. 16-068 25H-87 Page 15 12. The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 13. The Proposer will be paid for time, materials and for services rendered. Training days are generally eight (8) hours long, e.g. 8AM -5PM, including a one (1) hour lunch. The schedule should include regular breaks on a 50/10 break ratio — for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum. 14. Training venues may be provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 15, All Proposer developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to delivery. It is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals, The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 16. The anticipated start date of this agreement is Fall of 2016. Usage under this agreement will begin at this time. 17. Depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved. It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval. The City shall not be billed for any costs associated with obtaining these certifications and approvals. RFQ No. 16 -068 25H-88 Wage 16 18. A list of "approved" courses is available from Cal OES at www,caloes,ca.gov and a list of Federal Emergency Management Agency (FEMA) approved classes is available at www.fema.gov /training 19. Proposers are responsible for providing all course materials and delivering it to the site(s) of all training. 20. Proposer will work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21. When required, Proposer must obtain the applicable certifications for developed courses before training begins. The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 22. Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state and /or federal certification. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 23. Proposer may not charge the City for materials brought to the class that are not utilized. 24. Proposers may be selected to provide training based on their expertise within a specific discipline. e RFq No. 16,068 25H -H9 Page 17 25. Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 26. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider on their proposed training courses whenever the need arises. 3.1.1 DELIVERABLES /REPORTS FOR TRAINING COURSES 1. Course Surveys / Evaluations a. The course surveys / evaluations results will be tabulated and scored by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. b. Completed course survey /evaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 2. Proposer must provide course flyers for all training courses to be delivered by Proposer. 3. Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered. 25H -90 RFQ Nc. 16 -068 Page 18 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course, 3.1.2 QUANTITIES FOR TRAINING COURSES 1. Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3,1.3 PRICING FOR TRAINING COURSES 1. All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only. Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ. 2. 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. 3. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each training course. The price quoted for each training course 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, e RFQ No. 16 -068 25H -91 Wage 19 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. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. 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. 9. 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. 3.1.4 AWARD FOR TRAINING COURSES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. RFQ No. 16 -063 Page 20 25H -92 3. The City has the right to decline to award an agreement or any part thereof for any reason, 4. City Council approval to award an Agreement pursuant to this RFQ will be required. 5. Any agreement must be negotiated, finalized, and approved by the recommend vendor prior to City Council approval. 6. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.1.5 METHOD OF ORDERING TRAINING COURSES 1. As training is required, solicitations in the form of firm price quotations will be requested from the vendors with which the City has an Agreement. 2. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 3. Price quotations will be reviewed and vendors will be selected by the UASI Grant Office. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer. 4. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. 5. POs and payments for service will be issued only in the name of the Proposer. 6. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 7. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. RFQ No. 16 -068 25H -93 Page 21 3.1.6 INVOICING FOR TRAINING COURSES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. 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. 3. Invoices should be mailed to; Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City shall notify Proposer of any adjustments required to invoices. 5. Invoices shall have City PO number, invoice number, agreement number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. 6. Proposer shall utilize standardized invoices upon request. 7. Invoices shall only be issued by the vendor who is awarded an agreement, 3.1.7 ACCOUNT MANAGER/ SUPPORT STAFF FOR TRAINING COURSES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. RFQ No. 16 -068 25H -94 Rage 22 2. 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. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required, 3.2 EXERCISES 1. The ASAUA requires seminars, workshops, tabletops, drills, functional, and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2, The Proposer shall conduct seminars, workshops, tabletops, drills, functional, and full -scale exercises at various locations /venues within the ASAUA. All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery, It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 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. RF4 No. 16 -068 25H -95 Page 23 4. When conducting seminars, workshops, tabletops, drills, functional and full -scale exercises the Proposer shall provide all required exercise consumabies, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. 5. Proposer 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. Proposer 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. The Proposer and all of their exercise personnel shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge 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. Proposer must be able to secure exercise sites at any of the jurisdictions within the ASAUA. 9. Proposers are responsible for providing exercise materials and delivering it to the site(s) of all seminars, workshops, tabletops, drills, functional and full -scale exercises. 10. Proposer may not charge the City for materials brought to the seminars, workshops, tabletops, drills, functional, and full -scale exercises that are not utilized. 11. Proposers may be selected to provide seminars, workshops, tabletops, drills, functional, and full -scale exercises based on their expertise and experience within a specific discipline. RFQ No. 16 -068 25H -96 Page 24 12. Proposers shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 13. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA before delivery of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 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 Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3.2.1 QUALIFICATIONS — HOMELAND SECURITY EXERCISE EXPERIENCE The following elements outline the type of experience and expertise proposers should possess related to the development and delivery of seminars, workshops, tabletops, drills, functional and full -scale exercises. Proposers will document their experience and expertise in Attachment D — Proposal Response Packet. The ASAUA requires seminars, workshops, tabletops, drills, functional and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. Proposer should be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full- scale exercises. RFQ No. 16 -068 25H -97 page 25 3. Proposer should have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full -scale exercises in accordance with HEESP guidelines. 4. Proposer should have staff that is experienced and proficient in conducting seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. 5. Proposer should have staff that is experienced and proficient in providing training to and coordinating exercise evaluators, controllers, and Simulation Cell operators. 3.2.2 DELIVERABLES / REPORTS FOR EXERCISES 1. Exercise Documents a. Proposer shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines, These documents should include, but not be limited to: Exercise Plan, Controller /Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc. 2. Proposer will provide rosters, sign -in sheets, and presentation materials for all planning meetings conducted in support of all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the planning activity. 3. Proposer will provide rosters and sign -in sheets for all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the exercise activity. 4. Proposer will complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full -scale exercises. Copies of these AARs will be provided to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. e RFQ No. 16 -068 25H -98 Page 26 5. Proposer will 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 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer will upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans into HSEEP within 60 days of completing any exercise activity. 3.2.3 QUANTITIES FOR EXERCISES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.2.4 PRICING FOR EXERCISES 1. All price quotes offered during an informal request for quote process will remain firm for the term of the resulting PO under the Agreement. 2. 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. 3. All prices are to be F.O.B. destination. Any freight/delivery charges are to be Included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. 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. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RM No. 16-068 25H -99 Pain 27 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. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. 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. 3.2.5 AWARD FOR EXERCISES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2, The City reserves the right to award to a single or multiple proposers. PFQ No. 16 -068 Page 28 25H -100 3. The City has the right to decline to award an agreement or any part thereof for any reason, 4. City Council approval to award an Agreement will be required. 5. The Master Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior to City Council approval. 6. Final Master Agreement terms and conditions will be negotiated with the selected vendors, 7. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.2.6 METHOD OF ORDERING FOR EXERCISES 1. As an exercise is required, solicitations in the form of a firm price quotation will be requested from the vendors. 2. 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 ASAUA Grant Office, 3. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 4. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer(s). 5. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. RFQ No. 16 -068 25H-101 Page 29 6. POs and payments for service will be issued only in the name of the Proposer. 7. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement, 8. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. 3.2.7 INVOICING FOR EXERCISES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. 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. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. 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. 6. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall contain Agreement number, City PO number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. RFQ No. 16 -068 25H-102 Page 30 7. Proposer shall utilize standardized invoice upon request. 8. Invoices shall only be issued by the Proposer who is awarded an agreement. 9. Payments will be issued to and invoices must be received from the same Proposer whose name is specified on the POs. 3.2.8 ACCOUNT MANAGER/ SUPPORT STAFF FOR EXERCISES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. 2. 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. 1 Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. RFQ No. 16 -068 25H -103 Page 31 25H -104 AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS- NEEDED BASIS THIS AGREEMENT is made and entered into this 16th day of August, 2016 by and between Constant & Associates, Inc. ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City "), RECITALS A. On June 6, 2016, the Santa Ana Police Department ( "SAPD ") issued Request for Qualifications No, 16 -068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security - related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management. B. These courses are in support of the Anaheim /Santa Ana Urban Area ( "ASAUA ") Homeland Security Regional Training and Exercise Program and will be funded by a grant awarded to the City by the United States Department of Homeland Security's Urban Areas Security Initiative ( "UASI ") and administered by SAPID. The ASAUA consists of the incorporated cities in Orange County and the police departments of the University of California, Irvine, and California State University, Fullerton, C. Through SAPD, the training and exercise programs will be made available to agencies in the ASAUA on an as- needed basis to enhance domestic preparedness for acts of terrorism. D. Contractor submitted a responsive proposal that was among those selected by the City. E. h1 undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On air as- needed basis, and at the sole discretion of City, Contractor shall conduct the training and /or exercise programs described in Exhibit A to this Agreement. Contractor's proposal is incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply with the technical specifications provided in Section III of RFQ No. 16 -068, which are incorporated by reference and attached as Exhibit B. 2. CHANGE ORDERS 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 25HA 05 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. 3. COMPENSATION a. City neither warrants nor guarantees any minimum or maximiun compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above - referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16 -068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The tenn of this Agreement may be extended for a single (1) one -year period upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire tenn of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF 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 25H2106 Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self- insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a. combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. c. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be. famished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not he canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured endorsement. 25FFA07 If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 81 INDEMNIFICATION Contractor agrees to and shall indemnify, defend, and hold harmless the City,, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property darnage, which may arise from the negligence or willful misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terns 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. Contractor's indemnification obligations in this section shall survive expiration of this Agreement, 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indermnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Contractor Linder this Agreement. 10. CONFORMITY WITH LAW AND SAFETY In performing any services wider this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes, and regulations of governmental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over the scope of services, including all provisions of the California Occupational Safety and Health Act. Contractor shall indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and regulations. 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs inciured wider this Agreement and any services, expenditures, and disburmnents charged to the City for a 25H =108 minimum period of three (3) years, or for any longer period required bylaw, 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 Infornation" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 13, CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with the performance of services specified under this Agreement. 14. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the mariner provided in this Section, to the following persons: To City: Cleric of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: Brad Hadley, Sergeant UASI Grant Coordinator Homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 25FF -109 To Contractor: Constant & Associates, Inc. 3655 Torrance Blvd., Suite 430 Torrance, CA 90503 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited, in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded, 15. EXCLUSIVITY AND AMENDMENT "Phis Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, and supersedes any and all other agreements, oral, or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 16, ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void, Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 17. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, £aihre, 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. is. TERMINATION This Agreement maybe 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: 25H-110 a. Asa condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 19, NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, perfonmance, 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 maybe 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. CERTIFICATIONS a. Debarment aid Suspension. Contractor will comply, and all its subcontractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CPR) §200.212 and codified in 2 CPR Part 200. b. Section 504 of the Rehabilitation Act of 1973. All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified disabled person shall, solely by reason of disability be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. Contractor agrees it will ensure that requirements of The Act shall be included in any agreements with and be binding on all of its subcontractors, assignees, or successors. C. Americans with Disabilities Act of 1990 (A,DA), Contractor must comply with all 25F1-1 11 requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. I Lobbying and Political Activity, None of the funds, materials, property, or services provided directly or indirectly under this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the'TIateh Act". c. Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and laws, including those found in United, States Code Title 31, § 1352, et seq., and agrees that none of the fiends provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement, f Contractor will comply, and all its subcontractors will comply, with all requirements of the Byrd Anti- Lobbying Amendment (31 U.S.C. 1352), as applicable, g. Non - Discrimination and Equal Opportunity. Contractor will comply, and all its subcontractors will comply, witli Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title Il of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Ding 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 Contractor makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against Contractor, Contractor will forward a copy of the findings to City, which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. I Contractor will comply, and all its subcontractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment — Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. i. Contractor will comply, and all its subcontractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and all its subcontractors will comply, with all requirements of the Copeland "Anti- Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. k, Contractor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U,S.C, 276a to 276a -7) as supplemented by Department of Labor regulations (29 CPR Part 5), as applicable. 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contract Mork and Safety Standards Act (40 U.S.C. 327 -330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 25H8112 m. Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued ruder Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part 15), as applicable. n. Contractor will comply, and all its subcontractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94 -163, 89 Stat. 871), (53 FR 8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable. o. Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. P. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable. q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or render this Agreement. However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty -free, non - exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and/or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the Contractor purchases ownership with support through this grant. The Federal government's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights, 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terns 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 SANTA. ANA Maria D. Huizar Cleric of the Council David. Cavazos City Manager 25FP -113 APPROVED AS TO FORM: SOMA R. CARVALHO CONTRACTOR: City Attorney John Funk Name: Assistant City Attorney Title: RECOMMENDED FOR APPROVAL: Carlos Rojas, Chief of Police Police Department 25H!1 14 EXHIBIT A List of Training/Classes and Exercises TRAINING Contractor: Constant and Associates, Inc. Discipline Codes: Law Enforcement= LE, Flre= F, Emergency Medlcol Servlces - EMS, Emergency Management= EM, Public Health= PH, Other Discipline = 00 Course Title Description Discipline Total Course Cost Estimated Enhance the ability of first responders to activate and operate All Hazards USFA Type 3 Incident Emergency Operation Centers(EOCs) to provide support and Management Team (0 -305) coordination of Information and resources during an emergency Incident LE, F, EM, PH, OO $38,610.00 or pre - planned event. Students will be able to participate In the processes of a Type 3 IMT at an entry level Provide local and state -level emergency responders with an overview of All Hazards Incident Commander (E -950) key duties and responsibilities of a Type III Incident Commander In a LE, F, EM, PH, OD $16,302.00 Type III All- Hazards Incident Management Team (AHMIT). All Hazards Public Information Officer (E- Provide local and state -level emergency responders with an overview of 952( Trey duties and responsibilities of a Public Information Officer Type III In a LE, F, EM, PH, OD $15,796.00 Type III All-Hazards Incident Management Team (AHMIT). Provide local and statedevel emergency responders with an overview of All Hazards Safety Officer (E -954) Icey duties and responsibilities of a Safety Officer Type III in a Type III All- LE, F, EM, PH, On $13,860.00 Hazards Incident Management Team (AHMIT). Provide local and state -level emergency responders with an overview of All Hazards Unison Officer (E -956( key duties and responsibilities of a Liaison Officer Type III in a Type ill All- LE, F, EM, PH, OD $9,768.00 Hazards Incident Management Team (AHMIT), Provide local and state -level emergency responders with an overview of All Hazards Operations section Chief (E -958) key duties and responsibilities of a Operations Section Chief Type III In a LE, F, EM, PH, DD $13,86D.00 Type III All-liazards Incident Management Team (AHMIT). Page 1 of 6 25H -115 Contracton Constant and Associates, Inc. Page 2 of 6 25H -116 Provide local and state -level emergency responders with an overview of All Hazards Planning Section Chief (E -962) key duties and responsibilities of a Planning Section Chief Type III Ina LE, F, EM, PH, OD $13,860.00 Type III All- Hazards Incident Management Team (AHMIT). Provide local and state -level emergency responders with an overview of All Hazards Situation Unit Leader key duties and responsibilities ofa Situation Unit Leader Type III In a LE, F, EM, PH, OD $15,796.00 Type III All-Hazards Incident Management Team (AHMIT). Provide local and state -level emergency responders with an overview of All Hazards Resource Unit Leader (E965) key duties and responsibilities ofa Resource Unit Leader Type III In a LE, f•, EM, PH, OD $13,860.00 Type III All-Hazards Incident Management Team (AHMIT). Provide local and state -level emergency responders with an overview of All Hazards Logistics Section Chief (E -967) key duties and responsibilities ofa Logistics Section Chief Type III in a LE, F, EM, PH, OD $15,796.00 Type III AlIkHazards Incident Management Team (AHMIT). Provide local and state -level emergency responders with an overview of All Hazards Supply Unit Leader (E -960) key duties and responsibilities of a Supply Unit Leader Type III in a Type LE, F, EM, PH, OD $13,695.00 III All-Hazards Incident Management Team (AHMIT). All Hazards Finance Administration Section Provide local and state -level emergency responders with an overview of Chief (E-973) key duties and responsibliitles of a Finance /Administration Section Chief LE, F, EM, PH, OD $11,836.00 Type If in a Type III AII- Hazards Incident Management Team (AHMIT). Provide additional training that maybe needed by personnel responsible for managing Incidents of greater complexity than those typically All Hazards Strike Team Leader (E -984) encountered during routine operations, This training is designed to LE, F, EM, PH, OD $11,863.00 provide all- hazards competencies and behaviors for Command and General Staff and selected Unit Leader positions within a Type III and /or Type IV Incident Management Team (IMT) environment. Provide local and state -level emergency responders with an overview of E/L 986 Air Support Group Supervisor li duties and responsibilities of an Alr Support Group Supervisor(ASGS) LE, F, EM, OD $12,117.60 In aType III All- Hanerds Incident Management Team (AHMIT). Page 2 of 6 25H -116 Contractor: Constant and Associates, Inc, EXERCISES Page 3 of 6 25H -117 Familiarize local and state -level emergency responders with the basic E/L 987 Introduction to Air Operations concepts of air operations that might be encountered In a Type II All- LE, F, EM, OD $9,922.00 Hazards incident. ICS 300 Intermediate ICS fro Expanding This course provides training on and resources for personnel who Incidents require advanced application of the Incident Command System (ICS), LE, F, EM, PH, OD $11,836.00 ICS 400 Advanced ICS: Command & General The course provides training and resources for personnel who require Staff - Complex Incidents advanced application of the Incident Command System (ICS). 4E, F, EM, PH, OD $9,768.00 The course will enable the participants to develop an effective Interface 0-191: ICS /EOC Interface Workshop between the Incident Command and the Emergency Operations Center LE, F, EM, PH, OD $6,174.30 (EOC) by applying Incident Command (ICS) principles, G -775: EOC Management and Operations This course will introduce students to the considerations Involved In the LE, f, EM, PH, 00 $11,836.00 management and operation of an Emergency Operations Center (EOC). Information and Intelligence Class g ( &I ) Provide the emergency response community the necessary skills sets to LE, F, EM, PH, EMS, $9,768.00 work with and for the Information and Intelligence component of ICS. OD EXERCISES Page 3 of 6 25H -117 Contractor: Constant and Associates, Inc. A) Discussion -Based Exercises - focus on strategic, policy- oriented Issues; facllitatars and /or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives. i "Note; Estimated casts are example costs only and depict a range that an exercise may fall within. Actual costs can vary and is dependent on the size, scope, and variables Involved with a particular exercise) Exercise Typo Description Variables Range of Cost (Estimated) Seminars generally orient participants to, or provide an overview of, Participants ( #), Seminar authorities, strategies, plans, policies, procedures, protocols, resources, Facilitation, $5,000- $25,000 concepts, and Ideas, Seminars can be valuable for entitles that are cation Materials, Location developing or making major changes to existing plans or procedures. Although similar to seminars, workshops differ In two important aspects; participants ( #), 1, participant Interaction is Increased, and 2, focus is placed on achieving Facilitation, Hours, Workshop or bullding a product. To be effective, workshops should have clearly $8000- $35,000 defined objectives, products, or goals, and should focus on a specific Materials, Location, Issue. plans Tabletop Exercises (TTX) are intended to generate discussion of varlaus Issues regarding a hypothetical simulated emergency. They can be used to enhance general awareness, validate plans and procedures, rehearse concepts, and /or assessthe types of systems needed to guide the Participants (#), Tabletop prevention of, protection from, mitigation of, response to, and recovery Facilitation, Hours, $25,000 - $50,000 from a defined incident. The effectiveness of a TTX Is derived from the Materials, lccatlon, energetic involvement of participants and their assessment of Reporting /Plans recommended revisions to current policies, procedures, and plans; therefore facilitation is critical to keeping participants focused on exercise objectives. Page 4 of 6 25H -118 Contractor: Constant and Associates, Inc. B) Operation -Based Exercises- used to validate plans, policies, agreements, and procedures; clarify roles and responsibilities; and identify resource gaps. Exercises are characterized by actual reaction to an exercise scenario, such as Initiating communications or mobilizing personnel and resources. ( *Note: Estimated costs are example costs only and depict a range that an exercise may fall within. Actual costs can vary and Is dependent an the size, scope, and variables Involved with a particular exercise) Exercise Type Description Variables Range of Cost (Estimated) Preparation, Planning Meetings, A drill is a coordinated, supervised activity usually employed to validate Participants (k), a specific function or capability in a single agency or organization, Drills Facilitation, Hours, are commonly used to providetraining on new equipment, validate Materials, Drill procedures, or practice and maintain current skills. For ever drill, p p y Site /Mgt. $30,000- $75,000 clearly defined plans, procedures, and protocols need to be In place, Locati ons, Personnel need to be familiar with those plans and trained in the Reporting /Plans, processes and procedures to be drilled. Travel & Expenses, Moulage, Media, Volunteer Coordination Preparation, Functional Exercises (FE) are deslgned to validate and evaluate Planning Meetings, capabilities, multiple functions and /or sub - functions, or interdependent Participants (a), groups of fnctions. FES are typically focused on exercising plans, Facllitation, Hours, Functional policies, procedures, and staff members Involved in management, Materials, $55,000 - $100,000 direction, command, and control functions. An FE Is conducted in a Site /Mgt. realistic, real -time environment; however, movement of personnel and Locations, equipment Is usually simulated. Reporting /Plans, Travel & Expenses Page 5 of 6 25H -119 Full,Scale Exercises (FSE) are typically the most complex and resource - intensive type of exercise. They Involve multiple agencies, organisations, and jurisdictions and validate many facets of preparedness. FSEs often include many players operating under cooperative systems such as the Incident Command System (ICS) or Unified Command. In an FSE, events are projected through an exercise scenario with event updates that drive activity at the operational level. FSEs are usually conducted in a real - time, stressful onvironmentthat is intended to mirror area I Incident. Throughoutthe duration oft he exercise, many activities occur Page 6 of 6 25H -120 Contractor; Constant and Associates, Inc. Preparation, Planning Meetings, Participants (p), Facilitation, Hours, Materials, Site /Mgt. Locations, $75,000 - $150,000 Reporting /Plans, Travel & Expenses, Moulage, Media, Volunteer Coordination 3,0 3.1 SECTION III EXHIBIT B TECHNICAL SPECIFICATIONS REQUIREMENTS The specific requirements of the RFQ have been listed in two sections to allow proposers to respond to either, the training courses component, the exercise component, or both, There is no requirement the Proposer must respond to both components of the RFQ. TRAINING COURSES 1. The ASAUA requires training courses In the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct training courses at various locations /venues within the ASAUA. 3. The Proposer shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. 4. The Proposer shall prepare and present specified training courses. Course material shall be available at the time the training is provided for each of the training courses the proposer has outlined in their proposal. 5. All training courses presented must meet state and federal guidelines and be approved by Cal OES and DHS for reimbursement under the Homeland Security Grant Program prior to delivery. Refer to the Cal OES website at: htto: / /www,caloes ca aov /cal -oes- divisions /california- specializedtrainin - institute and the DHS website at: 25H -121 RFQ No. 16 -QM Page 1.4 https: / /www.fema.c ov /training for further information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from FEMA/Cal OES prior to delivery of the course. The EHP approval is location specific and if an EHP approval Is required, one must be obtained for each location where the course is delivered. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus and /or written curriculum. 8. The Proposer shall collect written survey comments /course evaluations from participants at the conclusion of every course offered. Survey /course evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers. 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10. Proposer shall provide and assign high quality instructors on a consistent basis to deliver the specified courses. 11. All instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and following objectives for each class, completing training as described, and utilizing training aids such as audio /visual systems. RFQ No. 16 -068 Page 15 25H -122 12, The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints, 13. The Proposer will be paid for time, materials and for services rendered. Training days are generally eight (8) hours long, e.g. 8AM -5PM, including a one (1) hour lunch. The schedule should include regular breaks on a 50/10 break ratio —for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum, 14. Training venues may be provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 16, All Proposer developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to delivery. It is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 16. The anticipated start date of this agreement is Fall of 2016. Usage under this agreement will begin at this time. 17. Depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved. It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval, The City shall not he billed for any costs associated with obtaining these certifications and approvals. RFQ No. 16 -068 25H -123 Page 16 18. A list of "approved" courses is available from Cal OES at www.caloes.ca.gov and a list of Federal Emergency Management Agency (FEMA) approved classes is available at www.fema.gov /traininq 19. Proposers are responsible for providing all course materials and delivering it to the site(s) of all training. 20, Proposer will work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21. When required, Proposer must obtain the applicable certifications for developed courses before training begins. The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 22. Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state and /or federal certification, The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 23. Proposer may not charge the City for materials brought to the class that are not utilized. 24. Proposers may be selected to provide training based on their expertise within a specific discipline. RFQ No. 16 -068 25H -124 Page 17 25. Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 26. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider on their proposed training courses whenever the need arises. 3.1.1 DELIVERABLES /REPORTS FOR TRAINING COURSES 1. Course Surveys / Evaluations a. The course surveys ! evaluations results will be tabulated and scored by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. b, Completed course survey /evaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 2. Proposer must provide course flyers for all training courses to be delivered by Proposer. 3. Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered. RFQ No. 16 -068 25H -125 Page 18 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 3.1.2 QUANTITIES FOR TRAINING COURSES 1. Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.1.3 PRICING FOR TRAINING COURSES 1 2. 3. 4, 5, All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only. Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ, 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. All prices are to be F.O.B. destination included. Any freight /delivery charges are to be Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each training course. The price quoted for each training course 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, RFQ No. 16 -068 25H -126 Page 19 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. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. 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. 9. 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. 3.1.4 AWARD FOR TRAINING COURSES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. RFQ No. 16 -068 25H-127 Page 2D 3, The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement pursuant to this RFQ will be required. 5. Any agreement must be negotiated, finalized, and approved by the recommend vendor prior to City Council approval. 6. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.1.5 METHOD OF ORDERING TRAINING COURSES 1. As training is required, solicitations in the form of firm price quotations will be requested from the vendors with which the City has an Agreement. 2. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description, and price per item and a summary of total cost for services, shipping, and tax. 3. Price quotations will be reviewed and vendors will be selected by the UASI Grant Office, Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer. 4. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. 5, POs and payments for service will be issued only in the name of the Proposer. 6. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 7. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. RFQ No. 16 -068 25H -128 Page 21 3.1.6 INVOICING FOR TRAINING COURSES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. 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. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City shall notify Proposer of any adjustments required to invoices. 5. Invoices shall have City PO number, invoice number, agreement number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. 6. Proposer shall utilize standardized invoices upon request. 7. Invoices shall only be issued by the vendor who is awarded an agreement. 3.1.7 ACCOUNT MANAGER/ SUPPORT STAFF FOR TRAINING COURSES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. RFQ No. 16 -06s 25H -129 Page 22 3.2 2. 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. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. EXERCISES 1. The ASAUA requires seminars, workshops, tabletops, drills, functional, and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct seminars, workshops, tabletops, drills, functional, and full -scale exercises at various locations /venues within the ASAUA. All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 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. 25H -130 RFQ No. 16 -068 Page 23 4� When conducting seminars, workshops, tabletops, drills, functional and full -scale exercises the Proposer shall provide all required exercise consumables, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. 5. Proposer 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. Proposer 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. The Proposer and all of their exercise personnel shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge 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. Proposer must be able to secure exercise sites at any of the jurisdictions within the ASAUA. 9. Proposers are responsible for providing exercise materials and delivering it to the site(s) of all seminars, workshops, tabletops, drills, functional and full -scale exercises. 10. Proposer may not charge the City for materials brought to the seminars, workshops, tabletops, drills, functional, and full -scale exercises that are not utilized. 11. Proposers may be selected to provide seminars, workshops, tabletops, drills, functional, and full -scale exercises based on their expertise and experience within a specific discipline. P,FQ No. 16 -068 25H -131 Page 24 12. Proposers shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 13. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA before delivery of any seminars, workshops, tabletops, drills, functional, and full -scale exercises, 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 Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 321 QUALIFICATIONS — HOMELAND SECURITY EXERCISE EXPERIENCE The following elements outline the type of experience and expertise proposers should possess related to the development and delivery of seminars, workshops, tabletops, drills, functional and full -scale exercises. Proposers will document their experience and expertise in Attachment D — Proposal Response Packet. The ASAUA requires seminars, workshops, tabletops, drills, functional and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. Proposer should be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full- scale exercises. RFQ No. 16 -068 Page 25 25H -132 3. Proposer should have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full -scale exercises in accordance with HEESP guidelines. 4. Proposer should have staff that is experienced and proficient in conducting seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. 5. Proposer should have staff that is experienced and proficient in providing training to and coordinating exercise evaluators, controllers, and Simulation Cell operators. 3.2.2 DELIVERABLES / REPORTS FOR EXERCISES 1. Exercise Documents a. Proposer shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. These documents should include, but not be limited to: Exercise Plan, Controller /Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc. 2. Proposer will provide rosters, sign -in sheets, and presentation materials for all planning meetings conducted in support, of all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the planning activity. 3. Proposer will provide rosters and sign -in sheets for all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the exercise activity. 4. Proposer will complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full-scale exercises. Copies of these AARs will be provided to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. RFQ No. 16 068 25H -133 Page 26 5. Proposer will 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 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises, 6. Proposer will upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans into HSEEP within 60 days of completing any exercise activity. 3.2.3 QUANTITIES FOR EXERCISES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.2.4 PRICING FOR EXERCISES 1. All price quotes offered during an informal request for quote process will remain firm for the term of the resulting PO under the Agreement, 2. 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. 3. All prices are to be F.O.B. destination. Any freight /delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 6. Taxes and freight charges: a. 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. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No. 16 -068 Page 27 25H -134 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. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used, There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. 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. 3.2.5 AWARD FOR EXERCISES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award to a single or multiple proposers. RFQ, No. ].6 -068 25H -135 Pare 28 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement will be required. 5. The Master Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior to City Council approval. 6. Final Master Agreement terms and conditions will be negotiated with the selected vendors. 7. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.2.6 METHOD OF ORDERING FOR EXERCISES 1. As an exercise is required, solicitations in the form of a firm price quotation will be requested from the vendors. 2. 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 ASAUA Grant Office. 3. 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. 4. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer(s). 5. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. RFQ No. 16 -068 25H -136 Page 29 6. POs and payments for service will be issued only in the name of the Proposer. 7. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 8. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. 3.2.7 INVOICING FOR EXERCISES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. 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. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. 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. 5. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall contain Agreement number, City PO number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. RFQ No. 16 -068 25H -137 Pap3o 7. Proposer shall utilize standardized invoice upon request. 8. Invoices shall only be issued by the Proposer who is awarded an agreement. 9. Payments will be issued to and invoices must be received from the same Proposer whose name is specified on the POs. 3.2.8 ACCOUNT MANAGER/ SUPPORT STAFF FOR EXERCISES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. 2. 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 riot limited to order and invoicing problems. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4, Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. RFQ No. 16.068 25H -138 Page 31 AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS- NEEDED BASIS THIS AGREEMENT is made and entered into this 16th day of August, 2016 by and between Citygate Associates, LLC ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution anal laws of the State of California ( "City "). RECITALS A. On June 6, 2016, the Santa Ana Police Department ( "SAPD ") issued Request for Qualifications No. 16 -068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security-related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management. B. These courses are in support of the Anaheim/Santa Ana Urban Area ( "ASAUA ") Homeland Security Regional Training and Exercise Program and will be funded by a grant awarded to the City by the United States Department of Homeland Security's Urban Areas Security Initiative ( "UASI ") and administered by SAPD. The ASAUA consists of the incorporated cities in Orange County and the police departments of the University of California, Irvine, and California State University, Fullerton. C. Through SAPD, the training and exercise programs will be made available to agencies in the ASAUA on an as- needed basis to enhance domestic preparedness for acts of terrorism. D. Contractor submitted a responsive proposal that was among those selected by the City. E. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows; SCOPE OF SERVICES On an as- needed basis, and at the sole discretion of City, Contractor shall conduct the training and /or exercise programs described in Exhibit A to this Agreement. Contractor's proposal is incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply with the technical specifications provided in Section III of RFQ No, 16 -068, which are incorporated by reference and attached as Exhibit B. 2. CHANGE ORDERS 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 25H1139 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. 3. COMPENSATION a. City neither warrants nor guarantees any minimum or maximiun compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above - referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16 -068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The tenn of this Agreement may be extended for a single (1) one -year period upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire tenn of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF 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 25H2140 Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amonnnt of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self - insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in ftill force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (3 0) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insuued endorsement. 25FP 141 f. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to and shall indemnify, defend, and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligence or willful misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terns 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 terns 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 cotnsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Contractor's indemnification obligations in this section shall survive expiration of this Agreement. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained, in the work product or documents provided or used by Contractor under this Agreement. 10. CONFORMITY WITH LAW AND SAFETY In performing any services tinder this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes, mad regulations of governmental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over the scope of services, including all provisions of the California Occupational Safety and Health Act. Contractor shall indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and regulations. 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed tinder 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 25W142 minirnumperiod of three (3) years, or for any longerperiod required bylaw, 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, aid 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 infonnation includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor an obligation of confidentiality; (d) is required to be disclosed by operation of law•, or (e) is independently developed by the Contractor without reference to information disclosed by the City. 13. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presentlyhas no interests and shall not have interests, direct or indirect, which would conflict in any manner with the performance of services specified under this Agreement. 14. NOTICE Any notice, tender, demand, delivery, or other commmrication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) F.O. Box 1988 Santa Ana, CA 92702 -1.988 Fax 714. 647 -6956 With courtesy copies to: Brad Hadley, Sergeant UASI Grant Coordinator Homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 25HA 43 To Contractor: Citygate Associates, LLC 2250 East Bidwell Street, Suite 100 Folsom, CA 95630 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, commumication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed, as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 15. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the ,specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 17. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject, to the following conditions: 25H 6144 a. As a condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 19, NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 21. PROFESSIONAL LICENSES Contractor shall, throughout the terns 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 shill be cause for termination of this Agreement. 22. CERTIFICATIONS a. Debarment and Suspension. Contractor will comply, and all its subcontractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and codified in 2 CFR Part 200. b. Section 504 of the Rehabilitation Act of 1973, All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified disabled person shall, solely by reason of disability be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance, Contractor agrees it will ensure that requirements of The Act shall be included in any agreements with and be binding on all of its subcontractors, assignees, or successors, C. Americans with Disabilities Act of 1990 (ADA). Contractor must comply with all 25H'-145 requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. d. Lobbying and Political Activity. None of the funds, materials, property, or services provided directly or indirectly larder this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act ". e. Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et seq., and agrees that none of the funds provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. f Contractor will comply, and all its subcontractors will comply, with all requirements of the Byrd Anti - Lobbying Amendment (31 U.S.C. 1352), as applicable. g. Non - Discrimination and Equal Opportunity. Contractor will comply, and all its subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title 11 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 Pall 42, Subparts C, D, E, and O; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Contractor makes a finding of discrimination after a due process heating on the grounds of race, color, religion, national origin, sex, or disability against Contractor, Contractor will forward a copy of the findings to City, which will, in tuna, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. h. Contractor will comply, and all its subcontractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment— Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. i. Contractor will comply, and all its subcontractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and all its subcontractors will comply, with all requirements of the Copeland "Anti - Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. k. Contractor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a -7) as supplemented by Department of Labor regulations (29 CFR Pail 5), as applicable. 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C. 327 -330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 25H-146 m. Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CPR part 15), as applicable. n. Contractor will comply, and all its subcontractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94 -163, 89 Stat. 871), (53 FR 8078, 8087, Mar, 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable. o. Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. P. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with fielding through this Agreement based on the requirements of 37 CFR§ 401, as applicable, q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty -free, non - exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and /or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the Contractor purchases ownership with support through this grant. The Federal government's, S.AA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City frilly, 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 SANTA ANA Maria D. Huizar Cleric of the Council David Cavazos City Manager 25HI147 APPROVED AS TO FORM: SONIA R. CARVALHO CONTRACTOR: City Attorney Joh — '- lhk",f�A , J, . Fuiilc Assistant City Attorney RECOMMENDED FOR APPROVAL: Carlos Rojas, Chief of Police Police Department Name: Title: 25H1148 EXHIBIT A List of Training /Classes and Exercises TRAINING Contractor; Cltygate Associates, LLC Dlsclplfne Codes: Law Enforcement= LE, Fire = P. Emergency Medical services= EMS, Emergency Management - EM, public Heath = PH, other Discipline = OD Course Title Description Discipline Total Course Cost (Estimated) Hazardous Materials Training- First This course trains first responders to recognize a hazardous materials Responder Operational incident and implement defensive actions to protect themselves, the LE, F $6,500.00 public, the environment and nearby property. This course introduces the Incident Command System (ICS) and provides ICS -100 the foundation for higher level ICS training. It describes the history, F, EMS $6,000.00 features and principles, and organizational structure of the Incident Command System. This course Is designed to enable personnel to operate efficiently during ICS- 200 an Incident or event within the Incident Command System (ICS). This LE, F, EMS $6,500.00 course Focuses on the management of single resources. ICS - 300 Intermediate ICS for Expanding ICS -300 provides training and resources for personnel who require Incidents advanced knowledge and application of the ICS. This course expands LE, F, EMS $11,500.00 upon Information covered In the IC -100 and ICS -200 courses, ICS -400 Advanced ICS Command and This course provides training and resources for personnel who require General Staff advanced application of ICS. This course expands upon information LE, P, EM, PH, 00 $9,500.00 covered In ICS -100 through ICS -300. This course Introduces and overviews the National Incident Management System (NIMS), NIMS provides a consistent nationwide ICS -700 NIMS template to enable all government, private- sector, and LE, F, EMS $6,000.00 nongovernmental organizations to work together during domestic Incidents, ICS -800 B This course provides an introduction to the National Response F, EMS $6,000.00 Framework. Page 1 of 6 25H -149 Contractor: Cl tygate Associates, LLC Page 2 of 6 25H -150 This course contains generic curriculum regarding tactics and strategy AR -330 Task Force /Strike Team Leader All as It relates to the management of a strike team or task force and meets the 5 -330 training requirements of the California Incident Command F $15,712,00 Risk Certification System (CICCS) for the position of Strike Team /Task Force Leader - All Risk. Designed to meet the training requirements outlined In the Wlldland 5 -330 Strike Team Leader Fire Qualifications System Guide and the Position Task Books (PTB) LE, F $14,141,00 developed for the positions of Task Force Leader and the Strike Team Leader and specific to wildland fire suppresslon. Designed to prepare the student to function effectively in the position of 5 -420 Command and General Staff a Type 2 Incident Commander, Command, or General Staff. The focus is F, EMS $45,915.00 on the application of previously acquired (knowledge and skills. Using classroom lecture and simulated incidents, the student will understand the role and function of a Type I Incident Management 5 -520 Advanced Incident Management Team, the applicability of management principles to the incident F, EMS, EM $65,155.00 management job, and the special considerations of Incident management within geographic areas of the nation, This purpose of the professional development course, E -950 Incident Commander (IC), is to provide local and state -level emergency L-950 Incident Commander responders with an overview of key duties and responsibilities of a Type LE, F, EM PH, OD $21,335.00 III Incident Commander In a Type III All - Hazards Incident Management Team (AHIMT). The goal ofthis professional development course isto provide the local L- 954Safety Officer and state -level emergency responders with an overview of Icey duties LE, F, EM, PH, OD $17,000.00 and responsibilities of a Safety Officer Type III in a Type III AHIMT. The goal ofthis professional development course Is to provide the local L -956 Liaison Officer and state -level emergency responders with an overview of key duties LE, F, EM, PH, OD $6,500.00 and responsibilities of a Liaison Officer Type III in a Type III AHIMT. Page 2 of 6 25H -150 Contractor; Citygate Associates, LLC Page 3 of 6 25H -151 The goal of this professional development course Is to provide the local L -958 Operations Section Chief p and state -level emergency responders with an overview of key duties LE, F, EM, PH, OD $17,000.00 and responsibilities of a Operations Section Chief Type III In a Type III AHIMT. The goal of this professional development course is to provide the local L -960 Division Group Supervisor All Risk p p and state -level emergency responders with an overview of Trey duties LE, F, EM, PH $14,141.00 and responsibilities of a Division /Group Supervisor Type III in a Type III AIiIIVIT. The goal of this professional development course Is to provide the local L -962 Planning Section Chief and state -level emergency responders with an overview of I<ey duties LE, F $17,000.00 and responsibilities of a Planning Section Chief Type III in a Type III AHIMT. This course helps attendees establish the essential core competences L -964 Situation Unit Leader required for performingthe duties of the SITL In an al4hzzard5 incident. LE, F, EMS, PH, OD $21,335,00 The course addresses all responsibilities appropriate to a SITL operating in a local or state -level AHIMT. This course provides an overview of Resources Unit Leader responsibilities, the Planning Section, and the planning process to L -965 Resources Unit Leader contextualize the Resources Unitfor emergency management and the LE, F, EIVIS, PH, OD $15,712.00 response personnel unfamlliarwith the planning process orthe Incident Command System ICS). The goal ofthis professional development course Is to provide the local L -970 Su Unit Leader Supply and state -level emergency responderswith an overview of key duties LE, F, EMS, PH, OD $17,000.00 and responsibilities of a Facilities Unit Leader Type III In a Type III AHIMT, The goal of this professional development course is to provide the local L -971 Facilities Unit Leader and state -level emergency responders with an overview of key duties LE, F, EM, PH $21,335.00 and responsibilities of a Supply Unit Leader Type III in a Type III AHIMT. The goal of this professional development course is to provide the lo]Jin L -973 Finance /Admin Section Chief and state -level emergency responders with an overview of trey dutieLE, F, EM, PH $14,141.00 and responsibilities of a F'mance /Adminlstra Lion Section Chief Type I a Type III AHIMT, Page 3 of 6 25H -151 Contractor Cltygate Associates, LLC The goal of this professional development course Is to provide the local L -975 Finance /Admin Unit Leader and state -level emergency responders with an overview of key duties LE, F, EM, PI-I, 00 $14,141,00 and responsibilities of a Finance /Administration Unit Leader Type III in a O -305 -Type 3Incident Management This 5--day course serves as a basic introduction to the activities and EM $49,115.00 EXERCISES Aj Discusslon•Based Exercises- focus on strategic, policy- oriented issues; facilitators and /or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives. ( "Note: Estimated costs are example costs only and deplat a range that an exercise may fall within. Actualcosts can vary and is dependent oo the size, scope, and variables Involved with a particular exercise) Exercise Type Description Variables of Range Cost (Estimaated) Seminars generally orient participants to, or provide an overview of, Participants Seminar authorities, strategies, plans, policies, procedures, protocols, resources, Facilitation, Hours, $.,,000- $25,000 concepts, and ideas. Seminars can be valuable for entities that are Materials, Location developing or making major changes to existing plans or procedures. Although similar to seminars, workshops differ in two important Participants ( #), aspects: 1. participant interaction is increased, and 2. focus is placed on Facilitation, Hours, Workshop achieving or bullding a product. To be effective, workshops should have $8,000 - $35,000 clearly defined objectives, products, or goals, and should focus on a Materials, Location, specific Issue. Plans Page 4 of 6 25H -152 Contractor: Citygate Associates, LLC Tabletop Exercises (TTX) are Intended to generate discussion of various Description Variables Issues regarding a hypothetical simulated emergency. They can be used to enhance general awareness, validate plans and procedures, rehearse concepts, and /or assess the types of systems needed to guide the Participants (9), prevention of, protection from, mitigation of, response to, and recovery Facilitation, Hours, $25,000- $50,000 from a defined incident. The effectiveness of a TTX Is derived from the Materials, Location, a specific function or capability In a single agency or organization. Drills energetic involvement of participants and their assessment of Reporting /Plans recommended revisions to current policies, procedures, and plans; Materials, therefore facilitatlon Is critical to keeping participants focused on procedures, or practice and maintain current skills. For ever drill, p p y Site /Mgt. exercise objectives. clearly defined plans, procedures, and protocols need to be In place. B) Operatlon -Based Exercises- used to validate plans, policies, agreements, and procedures; clarify roles and responsibilities; and Identify resource gaps. Exercises are characterized by actual reaction to an exercise scenario, such as initiating communications or mobilizing personnel and resources. ( *Note: Estimated costs are example casts only and depict a range that an exercise may fall within. Actual costs can vary and is dependent on the size, scope, and variables Involved with a particular exercise) Exercise Type Description Variables Range of Cost (Estimated) Preparation, Planning Meetings, A drill is a coordinated, supervised activity usually employed to validate Participants (it), a specific function or capability In a single agency or organization. Drills Facilitation, Hours, are commonly used to provide training on new equipment, validate Materials, Drill procedures, or practice and maintain current skills. For ever drill, p p y Site /Mgt. $00,000 $75,000 clearly defined plans, procedures, and protocols need to be In place. Locations, Personnel need to be familiar with those plans and trained in the Reporting /plans, processes and procedures to be drilled. Travel & Expenses, Moulage, Media, Volunteer Coordination Page 5 of 6 25H -153 Contractor: Citygate Associates, LLC Page 6 of 6 25H -154 Preparation, Functional Exercises (FE) are designed to validate and evaluate Planning Meetings, cnpablildes, multiple functions and /or sub - functions, or interdependent Participants ( #), groups of functions, FEs are typically focused on exercising plans, Facilitation, Hours, Functional policies, procedures, and staff members involved in management, Materials, $55,000 - $100,000 direction, command, and control functions, An FE Is conducted In a Site /Mgt. realistic, real -time environment, however, movement of personnel and Locations, equipment is usually simulated. Reporting /Plans, Travel & Expenses Preparation, Full -Scale Exercises (FSE) are typically the most complex and resource, Planning Meetings, intensive type of exercise. They involve multiple agencies, organizations, Participants l #I, and jurisdictions and validate many facets of preparedness. FSEs often Facilitation, Hours, include many players operating under cooperative systems such as the Materials, Full -Scale Incident Command System (ICS) or Unified Command, In an FSE, events Site /Mgt. $75,000 - $150,000 are projected through an exercise scenario with event updates that Locations, drive activity at the operational level. FSEs are usually conducted in a Reporting /Plans, real -time, stressful environment that is Intended to mirror a real Travel & Expenses, incident. 7hroughaut the duration of the exercise, many activities occur Moulage, Media, simultaneously. Volunteer Coordination Page 6 of 6 25H -154 3.0 3.1 SECTION III EXHIBIT B TECHNICAL SPECIFICATIONS REQUIREMENTS The specific requirements of the RFQ have been listed in two sections to allow proposers to respond to either, the training courses component, the exercise component, or both. There Is no requirement the Proposer must respond to both components of the RFQ. TRAINING COURSES 1. The ASAUA requires training courses In the following specific disciplines: a. Law Enforcement /Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2, The Proposer shall conduct training courses at various locations /venues within the ASAUA. 3. The Proposer shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. 4. The Proposer shall prepare and present specified training courses. Course material shall be available at the time the training is provided for each of the training courses the proposer has outlined in their proposal. 5. All training courses presented must meet state and federal guidelines and be approved by Cal OES and DHS for reimbursement under the Homeland Security Grant Program prior to delivery. Refer to the Cal CES website at: http:JJwww.caloes ca qov /cal -oes- divisions /caiifornia. specialized- traininc- institute and the DI-IS website at: 25H -155 RFQ No. 16068 Page 14 https : / /www.fema.aov /traininq for further information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from FEMA /Cal OES prior to delivery of the course. The EHP approval is location specific and if an EHP approval is required, one must be obtained for each location where the course is delivered. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus and /or written curriculum. 8. The Proposer shall collect written survey comments /course evaluations from participants at the conclusion of every course offered. Survey /course evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers. 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10. Proposer shall provide and assign high quality instructors on a consistent basis to deliver the specified courses. 11. All instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and following objectives for each class, completing training as described, and utilizing training aids such as audio /visual systems. RFQ No, 16 -068 Page 15 25H -156 11 The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 13. The Proposer will be paid for time, materials and for services rendered, Training days are generally eight (8) hours long, e.g. 8AM -5PM, including a one (1) hour lunch. The schedule should include regular breaks on a 50/10 break ratio — for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum. 14. Training venues maybe provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 15. All Proposer developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to delivery. It is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 16. The anticipated start date of this agreement is Fall of 2016. Usage under this agreement will begin at this time. 17. Depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved. It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval. The City shall not be billed for any costs associated with obtaining these certifications and approvals. RFQ No. 16 -068 25H -157 Rage 16 18. A list of "approved" courses is available from Cal OES at www.caloes.ca.gov and a list of Federal Emergency Management Agency (FEMA) approved classes is available at www.fema.gov /training 19. Proposers are responsible for providing all course materials and delivering it to the site(s) of all training, 20. Proposer will work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21. When required, Proposer must obtain the applicable certifications for developed courses before training begins. The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 22. Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state and /or federal certification. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications, 23, Proposer may not charge the City for materials brought to the class that are not utilized. 24. Proposers may be selected to provide training based on their expertise within a specific discipline. RFQ No, 16.068 Page 17 25H -158 25, Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 26. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider on their proposed training courses whenever the need arises. 3.1.1 DELIVERABLES /REPORTS FOR TRAINING COURSES 1. Course Surveys / Evaluations a. The course surveys / evaluations results will be tabulated and scored by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. b. Completed course survey /evaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 2. Proposer must provide course flyers for all training courses to be delivered by Proposer. 3. Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered. RFQ No. 16 -068 25H -159 Page 18 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 3.1.2 QUANTITIES FOR TRAINING COURSES 1. Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.1.3 PRICING FOR TRAINING COURSES 1, All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only. Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ. 2. 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. 3. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each training course. The price quoted for each training course shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. L No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No, 16 -068 25H -160 Page 19 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. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. 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. 9. 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. 3.1A AWARD FOR TRAINING COURSES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. RFQ No. i8 -068 25H -161 Page 20 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4, City Council approval to award an Agreement pursuant to this RFQ will be required. 5. Any agreement must be negotiated, finalized, and approved by the recommend vendor prior to City Council approval. 6. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ, 3.1.5 METHOD OF ORDERING TRAINING COURSES 1. As training is required, solicitations in the form of firm price quotations will be requested from the vendors with which the City has an Agreement. 2. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 3. Price quotations will be reviewed and vendors will be selected by the UASI Grant Office. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer. 4. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. 5. POs and payments for service will be issued only in the name of the Proposer. 6. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 7. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. RrQ No. 16 -068 Page 21 25H -162 3.1.6 INVOICING FOR TRAINING COURSES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. 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. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City shall notify Proposer of any adjustments required to invoices. 5. Invoices shall have City PO number, invoice number, agreement number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. 6. Proposer shall utilize standardized invoices upon request. 7. Invoices shall only be issued by the vendor who is awarded an agreement, 3.1.7 ACCOUNT MANAGER/ SUPPORT STAFF FOR TRAINING COURSES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. RFQ No. 16 -068 25H -163 Page 22 2. 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. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. 3.2 EXERCISES 1. The ASAUA requires seminars, workshops, tabletops, drills, functional, and full -scale exercises in the following specific disciplines: a. Law Enforcement /Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2, The Proposer shall conduct seminars, workshops, tabletops, drills, functional, and full -scale exercises at various locations /venues within the ASAUA. All drills, functional and full scale exercises will require an EHP approval from FEMA/Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 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. RFQ No. 16 -068 25H-164 Page 23 4. When conducting seminars, workshops, tabletops, drills, functional and full -scale exercises the Proposer shall provide all required exercise consumables, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. 5. Proposer 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. Proposer 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. The Proposer and all of their exercise personnel shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge 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. Proposer must be able to secure exercise sites at any of the jurisdictions within the ASAUA. 9. Proposers are responsible for providing exercise materials and delivering it to the site(s) of all seminars, workshops, tabletops, drills, functional and full -scale exercises. 10. Proposer may not charge the City for materials brought to the seminars, workshops, tabletops, drills, functional, and full -scale exercises that are not utilized. 11. Proposers may be selected to provide seminars, workshops, tabletops, drills, functional, and full -scale exercises based on their expertise and experience within a specific discipline. RFQ No. 16 -068 25H -165 Page 24 12. Proposers shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 13. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA before delivery of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 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 Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3.2.1 QUALIFICATIONS —HOMELAND SECURITY EXERCISE EXPERIENCE The following elements outline the type of experience and expertise proposers should possess related to the development and delivery of seminars, workshops, tabletops, drills, functional and full -scale exercises, Proposers will document their experience and expertise in Attachment D — Proposal Response Packet. The ASAUA requires seminars, workshops, tabletops, drills, functional and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. Proposer should be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full- scale exercises. RFQ Ma. 16 -068 25H -166 Page 25 3. Proposer should have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full -scale exercises in accordance with HEESP guidelines. 4. Proposer should have staff that is experienced and proficient in conducting seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. 5, Proposer should have staff that is experienced and proficient in providing training to and coordinating exercise evaluators, controllers, and Simulation Cell operators. 3,2.2 DELIVERABLES / REPORTS FOR EXERCISES 1. Exercise Documents a. Proposer shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. These documents should include, but not be limited to: Exercise Plan, Controller /Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc. 2. Proposer will provide rosters, sign -in sheets, and presentation materials for all planning meetings conducted in support of all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the planning activity. 3, Proposer will provide rosters and sign -in sheets for all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the exercise activity. 4. Proposer will complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full -scale exercises. Copies of these AARs will be provided to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. RFQ No. 16 -068 25H -167 Page 26 5. Proposer will 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 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer will upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans into HSEEP within 60 days of completing any exercise activity. 3,2.3 QUANTITIES FOR EXERCISES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.2.4 PRICING FOR EXERCISES 1. All price quotes offered during an informal request for quote process will remain firm for the term of the resulting PO under the Agreement. 2. 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. 3. All prices are to be F.O.B. destination. Any freight /delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. 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. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RRQ No. 16 -068 Page 27 25H -168 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, 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions, 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. 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. 3.2.5 AWARD FOR EXERCISES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award to a single or multiple proposers. RFQ No. 16 -068 25H -169 Page 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement will be required. 5. The Master Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior to City Council approval, 6. Final Master Agreement terms and conditions will be negotiated with the selected vendors. 7. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposers proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.2.6 METHOD OF ORDERING FOR EXERCISES 1. As an exercise is required, solicitations in the form of a firm price quotation will be requested from the vendors. 2. 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 ASAUA Grant Office. 3. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 4. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer(s). 5, POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. RFQ No. 16 -068 25H-170 Page 29 6. POs and payments for service will be issued only in the name of the Proposer. 7. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 8. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. 3.2.7 INVOICING FOR EXERCISES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. 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. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division/ M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. 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. 5, City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall contain Agreement number, City PO number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. RFQ No. 16 -068 25H -171 Page 30 7. Proposer shall utilize standardized invoice upon request. 8. Invoices shall only be issued by the Proposer who is awarded an agreement. 9. Payments will be issued to and invoices must be received from the same Proposer whose name is specified on the POs. 3.2.8 ACCOUNT MANAGER/ SUPPORT STAFF FOR EXERCISES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. 2. 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. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. RFQ No, 16 -068 25H -172 Page 31 AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS- NEEDED BASIS THIS AGREEMENT is made and entered into this 16th day of August, 2016 by and between D -PREP, LLC ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"), RECITALS A. On June 6, 2016, the Santa Ana Police Department ( "SAPD ") issued Request for Qualifications No. 16.068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security - related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management. B. These courses are in support of the Anaheim /Santa Ana Urban Area ( "ASAUA ") Homeland Security Regional Training and Exercise Program and will be funded by a grant awarded to the City by the United States Department of Homeland Security's Urban Areas Security Initiative ( "UASI ") and administered by SAPD. The ASAUA consists of the incorporated cities in Orange County and the police departments of the University of California, Irvine, and California State University, Fullerton. C. Through SAPD, the training and exercise programs will be made available to agencies in the ASAUA on an as- needed basis to enhance domestic preparedness for acts of terrorism. D. Contractor submitted a responsive proposal that was among those selected by the City. E. In undertaking the performance of this Agreement, Contractor represents that it is Imowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows; 1. SCOPE OF SERVICES On an as- needed basis, and at the sole discretion of City, Contractor shall conduct the training and/or exercise programs described in Exhibit A to this Agreement. Contractor's proposal is incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply with the technical specifications provided in Section III of RFQ No. 16 -068, which are incorporated by reference and attached as Exhibit B. 2. CHANGE ORDERS To maintain flexibility that allows first responders to address emerging and unforeseeable threats, the ASAUA Hormeland 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 25HL173 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. 3. COMPENSATION a. City neither warrants nor guarantees any minimum or maximiun compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above - referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16 -068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The tenn of this Agreement may be extended for a single (1) one -year period upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire tenn of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF 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 25H2174 Agreement shall beat City's sole risk. 7. INSURANCE Prior to uxndertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insi red(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate, Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self - insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. o. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single lirmit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured endorsement. 25HI175 If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refases to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to and shall indemnify, defend, and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1.) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may wise from the negligence or willful misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a, third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Contractor's indemnification obligations in this section shall survive expiration of this Agreement. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Contractor under this Agreement. 10. CONFORMITY WITH LAW AND SAFETY In performing any services under this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes, and regulations of governmental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over the scope of services, including all provisions of the California Occupational Safety and Health Act. Contractor shall indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and regulations. 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement aid any services, expenditures, and disbursements charged to the City for a 25H-'1 76 minimum period of tbree (3) years, or for any longer period required bylaw, 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 an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 13. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with the performance of services specified under this Agreement. 14. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: Brad Hadley, Sergeant UASI Grant Coordinator Homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 25W177 To Contractor: D -PREP, LLC 705 East Bidwell, Suite 2 -357 Folsom, Ca 95630 A party may change its address by giving notice in writing to the other party, Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 15. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City, Each party to this Agreement aclmowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void, Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 17, WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a conthming waiver unless the writing so specifies. 18. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of tornamation. 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: 25H-178 a. As a condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 19. NONDISCRIMINATION Contractor shall not discriminate because of race, color, oreed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affinms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties fiwther 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 tbis .A.greement. 22. CERTIFICATIONS a. Debarment and Suspension. Contractor will comply, and all its subcontractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and codified in 2 CFR Part 200, b. Section 504 of the Rehabilitation Act of 1973. All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified disabled person shall, solely by reasonn of disability be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. Contractor agrees it will ensure that requirements of The Act shall be included in any agreements with and be binding on all of its subcontractors, assignees, or successors. C. Americans with Disabilities Act of 1990 (ADA). Contractor must comply with all 25H-179 requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. d. Lobbying and Political Activity. None of the funds, materials, property, or services provided directly or indirectly under this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act ". e, Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et seq., and agrees that none of the fluids provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. f. Contractor will comply, and all its subcontractors will comply, with all requirements of the Byrd Anti- Lobbying Amendment (31 U.S.C. 1352), as applicable, g. Non - Discrimination and Equal Opportunity. Contractor will comply, and all its subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non - Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Contractor makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against Contractor, Contractor will forward a copy of the findings to City, which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U,S. Department of Justice, h. Contractor will comply, and all its subcontractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment— Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. i. Contractor will comply, and all its subcontractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and all its subcontractors will comply, with all requirements of the Copeland "Anti - Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR. Part 3), as applicable. k. Contractor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a -7) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C, 327 -330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 25H-480 m, Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U,S,C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part 15), as applicable. III Contractor will comply, and all its subcontractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L, 94 -163, 89 Stat, 871), (53 FR 8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable. o. Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. P. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable, q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty -free, non - exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and /or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the Contractor purchases ownership with support through this grant, The Federal government's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the ,power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall inderunify 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. A'T'TEST: CITY OF SANTA ANA Maria D. Huizar Cleric of the Council David Cavazos City Manager 25H9181 APPROVED AS TO FORM: SONIA R. CARVALHO CONTRACTOR: City Attorney By: r`r John 6f. Funk Name: Assistant City Attorney Title: RECOMMENDED FOR APPROVAL: Carlos Rojas, Chief of Police Police Department 25H!182 EXHIBIT A List of Training /Classes and Exercises TRAINING Contractor: DPREP, Inc. OaclPIIne Cades: Law Enforcement = LE, Fire = F, Emergency Medical Services = EMS, Emergency Management= EM, Public Health = PH, Other Discipline - 00 Course Titla Description Discipline Total Course Cost (Estimated A course to prepare the Senior Officer /Pleld Supervisor /Manager to be an effective leader at a Critical Incident. The students will be exposed Critical Incident Response for Supervisors to case studies and will participate in tabletop exercises that will allow and Managers them to apply the Critical Incident Response Plan to show them howto LE, EM $12,480.00 take command and handle a wide variety of law enforcement critical Incidents and in- progress crimes, Crisis Negotiation for Incident Commanders. This course Is designed forthe individual who will be assuming duties Terrorism as the overall Incident Commander during a barricaded or hostage LE, EM $8,600.00 taking terrorism event. Terrorism Sabotage and Disruption of Public This course is designed to educate first responders along with Utilities Terrorism Liaison Officers (TLC) on the current Situation regarding LE, EM, OD $4,30000 disruption of public utilities and its potential forterrorism activity. This course Is designed to prepare the First Responding field Officer to Critical Incident Response for Field Officers- be an effective leader at a Critical Event. It will provide "The First 15" comprehensive review ofcurrentfield tactics, with an emphasis onthe LE, EM $4,300.00 use of a four -step Critical Incident Response Plan that will be developed In the class, EXERCISES Page 1 of 2 25H -183 Contractor: DPREP, Inc. A) Discussion -Based Exercises- focus on strategic, policy - oriented issues; facilitators and /or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives. I' Nate: Estimated costs are example costs only and depict a range that an exercise may fall within. Actual costs can vary and is dependent on the size, scope, and variables involved with a particular exercise) Exercise Type Description Variables Range of Cost Estimated * *Not Applicable - Exercise services not proposed by Contractor B) Operatan•Based Exercises - used to validate plans, policies, agreements, and procedures; clarify roles and responsibilities; and Identify resource gaps, Exercises are characterized by actual reaction to an exercise scenario, such as Initiating communications or mobilizing personnel and resources. ( *Note: Estimated casts are example costs only and depict a range that an exercise mayfall within. Actual costs can vary and is dependent on the size, scope, and variables Involved with a particular exercise) Exercise Type Description Variables Range of Cost (Estimated) * *Nat Applicable - Exercise services not proposed by Contractor Page 2 of 2 25H -184 3.0 3.1 SECTION III EXHIBIT B TECHNICAL SPECIFICATIONS REQUIREMENTS The specific requirements of the RFQ have been listed in two sections to allow proposers to respond to either, the training courses component, the exercise component, or both, There is no requirement the Proposer must respond to both components of the RFQ. TRAINING COURSES 1. The ASAUA requires training courses In the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct training courses at various locations /venues within the ASAUA. 3. The Proposer shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. 4. The Proposer shall prepare and present specified training courses. Course material shall be available at the time the training is provided for each of the training courses the proposer has outlined in their proposal. 5. All training courses presented must meet state and federal guidelines and be approved by Cal OES and DHS for reimbursement under the Homeland Security Grant Program prior to delivery. Refer to the Cal OE:S website at: httn: / /www_caloes.ca. ov /cal_oes- divisions /california specialized- trainlna insituto and the DHS website at: 25H -185 R:Q No. 16 -068 Page, 14 https: / /www.fema.pov/traininq for further information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from FEMA/Cal OES prior to delivery of the course. The EHP approval is location specific and if an EHP approval is required, one must be obtained for each location where the course is delivered. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus and /or written curriculum. 8. The Proposer shall collect written survey comments /course evaluations from participants at the conclusion of every course offered. Survey /course evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers. 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10. Proposer shall provide and assign high quality instructors on a consistent basis to deliver the specified courses. 11. All instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and following objectives for each class, completing training as described, and utilizing training aids such as audio /visual systems. RFQ No, 16 -068 Page 15 25H -186 12. The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 13. The Proposer will be paid for time, materials and for services rendered. Training days are generally eight (8) hours long, e.g. 8AM -5PM, including a one (1) hour lunch. The schedule should include regular breaks on a 50110 break ratio — for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum. 14. Training venues may be provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 15. All Proposer developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to delivery. It is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 16. The anticipated start date of this agreement is Fall of 2016. Usage under this agreement will begin at this time. 17. depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved. It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval. The City shall not be billed for any costs associated with obtaining these certifications and approvals. RFQ No. 16 -068 25H -187 Page 16 18. A list of "approved" courses is available from Cal OES at www.gAloes.ca.gov and a list of Federal Emergency Management Agency (FEMA) approved classes is available at www.fema.gov /training 19. Proposers are responsible for providing all course materials and delivering it to the site(s) of all training. 20. Proposer will work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21. When required, Proposer must obtain the applicable certifications for developed courses before training begins. The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 22. Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state and /or federal certification. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 23. Proposer may not charge the City for materials brought to the class that are not utilized. 24. Proposers may be selected to provide training based on their expertise within a specific discipline. RFQ No, 16 -068 Page 17 25H -188 25. Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee, 26. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course, It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals, The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider on their proposed training courses whenever the need arises. 3.1.1 DELIVERABLES / REPORTS FOR TRAINING COURSES 1. Course Surveys / Evaluations a. The course surveys / evaluations results will be tabulated and scored by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. b. Completed course surveylevaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 2. Proposer must provide course flyers for all training courses to be delivered by Proposer. 3, Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered. RrQ No. 16.068 25H -189 Page 18 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 3.1.2 QUANTITIES FOR TRAINING COURSES 1. Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.1.3 PRICING FOR TRAINING COURSES 1. All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only. Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ, 2. 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. 3. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each training course. The price quoted for each training course 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, RFQ No. 16 -068 Page 19 25H -190 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. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. 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. 9. 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. 3.1.4 AWARD FOR TRAINING COURSES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. RFQ No. 16 -068 25H -191 Page 20 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement pursuant to this RFQ will be required. 5. Any agreement must be negotiated, finalized, and approved by the recommend vendor prior to City Council approval. 6. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.1.5 METHOD OF ORDERING TRAINING COURSES 1. As training is required, solicitations in the form of firm price quotations will be requested from the vendors with which the City has an Agreement. 2. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 3. Price quotations will be reviewed and vendors will be selected by the UASI Grant Office. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer. 4. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. 5. POs and payments for service will be issued only in the name of the Proposer. 6. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 7. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. RFQ No. 16.068 Page 21 25H -192 3.1.6 INVOICING FOR TRAINING COURSES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. 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. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City shall notify Proposer of any adjustments required to invoices. 5. Invoices shall have City PO number, invoice number, agreement number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. 6. Proposer shall utilize standardized invoices upon request. 7. Invoices shall only be issued by the vendor who is awarded an agreement. 3.1.7 ACCOUNT MANAGER/ SUPPORT STAFF FOR TRAINING COURSES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. RFQ No. 16 -068 25H -193 Page 22 2. 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. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. 3.2 EXERCISES 1. The ASAUA requires seminars, workshops, tabletops, drills, functional, and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct seminars, workshops, tabletops, drills, functional, and full -scale exercises at various locations /venues within the ASAUA. All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 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. RFQ No. 16 -068 Page 23 25H -194 4. When conducting seminars, workshops, tabletops, drills, functional and full -scale exercises the Proposer shall provide all required exercise consumables, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. 5. Proposer 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. Proposer 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. The Proposer and all of their exercise personnel shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge 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. Proposer must be able to secure exercise sites at any of the jurisdictions within the ASAUA. g. Proposers are responsible for providing exercise materials and delivering it to the site(s) of all seminars, workshops, tabletops, drills, functional and full -scale exercises. 10. Proposer may not charge the City for materials brought to the seminars, workshops, tabletops, drills, functional, and full -scale exercises that are not utilized. 11. Proposers may be selected to provide seminars, workshops, tabletops, drills, functional, and full -scale exercises based on their expertise and experience within a specific discipline. RFQ No. 16 -068 25H -195 Page 24 12. Proposers shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 13. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA before delivery of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 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 Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3.2.1 QUALIFICATIONS— HOMELAND SECURITY EXERCISE EXPERIENCE The following elements outline the type of experience and expertise proposers should possess related to the development and delivery of seminars, workshops, tabletops, drills, functional and full -scale exercises. Proposers will document their experience and expertise in Attachment D — Proposal Response Packet. The ASAUA requires seminars, workshops, tabletops, drills, functional and full -scale exercises in the following specific disciplines: a. Law Enforcement /Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. Proposer should be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full- scale exercises. RFQ No. 16 -068 Page 25 25H -196 3, Proposer should have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full -scale exercises in accordance with HEESP guidelines. 4. Proposer should have staff that is experienced and proficient in conducting seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. 5. Proposer should have staff that is experienced and proficient in providing training to and coordinating exercise evaluators, controllers, and Simulation Cell operators. 3.2.2 DELIVERABLES / REPORTS FOR EXERCISES 1. Exercise Documents a. Proposer shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines, These documents should include, but not be limited to: Exercise Plan, Controller /Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc. 2. Proposer will provide rosters, sign -in sheets, and presentation materials for all planning meetings conducted in support of all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the planning activity. 3. Proposer will provide rosters and sign -in sheets for all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the exercise activity. 4. Proposer will complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full -scale exercises. Copies of these AARs will be provided to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises, RFQ No. 16 -068 25H -197 Page 26 5. Proposer will 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 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer will upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans into HSEEP within 60 days of completing any exercise activity. 3.2.3 QUANTITIES FOR EXERCISES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.2.4 PRICING FOR EXERCISES 1. All price quotes offered during an informal request for quote process will remain firm for the term of the resulting PO under the Agreement. 2. 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. 3. All prices are to be F.O.B. destination. Any freight /delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. 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. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No, 16 -068 Page 27 25H -198 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. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. 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. 3.2.5 AWARD FOR EXERCISES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award to a single or multiple proposers. RFQ No. 16 -066 25H -199 Page 28 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement will be required. 5. The Master Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior to City Council approval. 6. Final Master Agreement terms and conditions will be negotiated with the selected vendors. 7. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.2.6 METHOD OF ORDERING FOR EXERCISES 1. As an exercise is required, solicitations in the form of a firm price quotation will be requested from the vendors. 2. 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 ASAUA Grant Office. 3. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 4. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer(s). 5. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. RFQ No, 16.065 Page 29 25H -200 6. POs and payments for service will be issued only in the name of the Proposer. 7. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 8, Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. 3.2.7 INVOICING FOR EXERCISES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. 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. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza 003 11111146 Santa Ana, CA 92701 4. 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. 5. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall contain Agreement number, City PO number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. RFQ No. 16 -068 25H -201 Page 30 7. Proposer shall utilize standardized invoice upon request. 8. Invoices shall only be issued by the Proposer who is awarded an agreement. 9. Payments will be issued to and invoices must be received from the same Proposer whose name is specified on the POs. 3.2.8 ACCOUNT MANAGER/ SUPPORT STAFF FOR EXERCISES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. 2. 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. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. RFQ No. 16 -066 Page 31 25H -202 AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS- NEEDED BASIS THIS AGREEMENT is made and entered into this 16th day of August, 2016 by and between Elite Command Training ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing render the Constitution and laws of the State of California ( "City "). RECITALS A. On June 6, 2016, the Santa Ana Police Department ( "SAPD ") issued Request for Qualifications No. 16 -068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland scourity- related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management. B. These courses are in support of the Anaheirn/Santa Ana Urban Area ( "ASAUA ") Homeland Security Regional Training and Exercise Program and will be funded by a grant awarded to the City by the United States Department of Homeland Security's Urban Areas Security Initiative ( "UASI ") and administered by SAPD. The ASAUA consists of the incorporated cities in Orange County and the police departments of the University of California, Irvine, and California State University, Fullerton, C. Through SAPD, the training and exercise programs will be made available to agencies in the ASAUA on an as- needed basis to enhance domestic preparedness for acts of terrorism,. D. Contractor submitted a responsive proposal that was among those selected by the City. E. In rrndertaking the performance of this Agreement, Contractor represents that it is lmowledgeable 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 terns and conditions hereinafter set forth, the parties agree as follows; 1. SCOPE OF SERVICES On an as- needed basis, and at the sole discretion of City, Contractor shall conduct the training and /or exercise programs described in Exhibit A to this Agreement. Contractor's proposal is incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply with the teelmical specifications provided in Section III of RFQ No. 16 -068, which are incorporated by reference and attached as Exhibit B. 2. CHANGE ORDERS 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 25H1203 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. 3. COMPENSATION a. City neither warrants nor guarantees any minimum or maximiun compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above - referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16 -068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The tenn of this Agreement may be extended for a single (1) one -year period upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire tenn of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF 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 25H- 204 Agreement shall be at City's sole risk. VAMENEWFY17,f►M Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a, Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate, Such insurance shall (a) name the City, its officers, employees, agents, volunteers grid representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self - insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in fall force and effect for the entire period covered by Us Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without. thirty (3 0) clays prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured endorsement. 25H-205 If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to famish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to and shall indemnify, defend, and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligence or willful misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Contractor's indemnification obligations in this section shall survive expiration of this Agreement. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Contractor under this Agreement, 10. CONFORMITY WITH LAW AND SAFETY In performing any services under this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes, and regulations of governmental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over the scope of services, including all provisions of the California Occupational Safety and Health Act. Contractor shall indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and regulations, 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expendiftues, and disbursements charged to the City for a 25W206 minimum period of three (3) years, or for any longer period required bylaw, 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, doci inents, 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 infonmation 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 an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 13. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presentlyhas no interests and shall not have interests, direct or indirect, which would conflict in any manner with the performance of services specified under this Agreement. 14. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: Brad Hadley, Sergeant UASI Grant Coordinator Homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 25W207 To Contractor: Elite Command Training 26741 Portola Pkwy, Suite IE, 4833 Foothill Ranch, CA 92610 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 proposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 15. EXCILUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarduig the subject matter therein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 17. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, not shall any waiver constitute a continuing waiver wiless the writing so specifies. 18. TERMINATION This Agreement may be terminated by the City upon thirty (30) clays 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: 25H-'208 a. Asa condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate, b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 19. NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that maybe brought or arise out of, in connection with or by reason of this Agreement, 21. PROFESSIONAL LICENSES Contractor shall, throughout the tern of this Agreement, maintain all necessary licenses, pemmits, 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. CERTIFICATIONS a. Debarment and Suspension. Contractor will comply, and all its subcontractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and codified in 2 CPR Part 200. b. Section 504 of the Rehabilitation Act of 1973, All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The A,ot hereby gives assurance that no otherwise qualified disabled person shall, solely by reason of disability be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. Contractor agrees it will ensure that requirements of The Act shall be included in any agreements with and be binding on all of its subcontractors, assignees, or successors. C. Americans with Disabilities Act of 1990 (ADA). Contractor must comply with all 25Ff- -209 requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. d. Lobbying and Political Activity. None of the funds, materials, property, or services provided directly or indirectly Linder this Agreement shall be used for any partisan political activity, or to ftrrther the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act ". C. Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et seq., and agrees that none of the funds provided antler this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress hi connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. f. Contractor will comply, and all its subcontractors will comply, with all requirements of the Byrd Anti - Lobbying Amendment (31 U.S.C. 1352), as applicable. g. Non - Discrimination and Equal Opportunity. Contractor will comply, and all its subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non - Discrimination Regulations, 28 CPR Part 42, Subparts C, D, E, and O; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Contractor makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against Contractor, Contractor will forward a copy of the findings to City, which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. h. Contractor will comply, and all its subcontractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment— Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. i. Contractor will comply, and all its subcontractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and all its subcontractors will comply, with all requirements of the Copeland "Anti - Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. k, Contractor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a -7) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C, 327 -330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 25H2210 m. Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Enviroranental Protection Agency regulations (40 CFR part IS), as applicable. n. Contractor will comply, and all its subcontractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94 -163, 89 Stat. 871), (53 FR 8078, 8087, Mar, 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable. o. Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. P. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable. q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty -free, non - exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and /or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the Contractor purchases ownership with support through this grant. The Federal government's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publis'her's release form must ensure the preservation of these rights. 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHERF,OF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council CITY OF SANTA ANA, David Cavazos City Manager 25FU 211 APPROVED AS TO FORM: SONIA R. CARVALHO CONTRACTOR: City Attorney By: J( 0 )hn .Funk Name: Assistant City Attorney Title: RECOMMENDED FOR APPROVAL.,: Carlos Rojas, Chief of Police Police Department 25H =112 EXHIBIT A List of Training /Classes and Exercises TRAINING Contractor: Elite Command Training, LLC Discipline Codes: Law Enforcement= LE, Fire = F, Emergency Medlcal Services =EMS, Emergency Management - EM, Public Health= PH, Other Discipline = 00 Course Title Description Discipline Total Course Cost (Estimated) Designed to prepare the student to function effectively in the position of a Type 2Incident Commander, Command, or General staff. The focus Is on the application of previously acquired knowledge and skills. Students 5 -420: Command and General Staff will participate In two types of groups (teams and similar positions) F, EM $30,750.00 during exercises that Include simulation of the mobilization, management, and demobilization phases of a rapidly accelerating Type 2 wildfire that has potential to become a Type 1 Incident. This course is designed to provide local and state -level emergency E/L 950: AII- Hazards Position Specific responders with a robust understanding of the duties, responsibilities, Incident Commander and capabilities of an effective IC on an Alf- Hazards Incident F, EM $$,750.00 Management Team. This course Is designed for a PIO assigned to an incident as a member of E/L 952: All Hazards Position Specific Public an All- Hazard Incident Management Team (AHIMTS), Local IMTS, as well Information Officer as forthe PIO assigned to an Incident as an assistant PIO in a variety of F, EM $7,500.00 capacities This course is designed to provide local and state -level emergency E/L 954: All-Hazards Position Specific Safety responders with a robust understanding of the duties, responsibilities, Officer and capabilities of an effective SOFR on an All-Hazards Incident F, EM $8,500.00 Management Team. This course is designed to provide local and state -level emergency E/L 956: All-Hazards Position Specific Liaison responders with a robust understanding of the duties, responsibilities, Officer and capabilities of an effective LOFR on an All-Hazards Incident F, EM $4,500.00 Management Team, Page 1 of 13 25H -213 Contractor: Elite Command Training, LLC Page 2 of 13 25H -214 This course is designed to provide local and state -level emergency E/L 958: All-Hazards Position Specific responders with a robust understanding ofthe duties, responsibilities, F, EM $8,500.00 Operations Section Chief and capabilities of an effective OSC on an All- Hazards Incident Management Team. This course is designed to provide local and state -level emergency E/L 960: All-Hazards Position Specific responders with a robust understanding ofthe duties, responsibilities, F, EM $6,500.00 olvislon /Group Supervisor and capabilities of an effective DIVS on an All-Hazards Incident Management Team. This course is designed to provide local and state -level emergency E/L 962: All- Hazards Position Specific responders with a robust understanding of the duties, responsibilities, p, EM $7,500,00 Planning Section Chief and capabilities of an effective PSC on an All- Hazards Incident Management Team. This course helps attendees establish the essential core competencies E/L 962 :AII - Hazards Position Specific required for performing he duties of the SITL In an all - hazards incident. P EM $7,500.00 Situation Unit Leader This course addresses all responsibilities appropriateto a SITL operating In a local- or state -level AHIMT. This course provides an overview of Unit Leader responsibilities, the E/L 962: All- Hazards Position Specific Planning Section, and the planning process to eontextualize the f, EM $7,500.00 Resources Unit Leader Resources Unit for students unfamiliar with the planning process of the Incident Command System (ICS). This course Is designed to provide local and state -level emergency E/L 967: All-Hazards Position Specific responders with a robust understanding of the duties, responsibilities, F, EM $7,500.00 Logistics Section Chief and capabilities of an effective LSC on an All-Hazards Incident Management Team. This course addresses the roles and responsibilities appropriate to a Task Force /Strike Team Leader operating on concert with local or state -level E/L 984 Task Force /Strike Team Leader AHIMT. These responsibilities fall into tow categorles:(1) responding to F, EM $5,750.00 the Incident and the commend needs of the incident, and (2) effectively fulfilling the position responsibilities of a Task Force /Strike Team Leader In conjunction with an AHIMT. Page 2 of 13 25H -214 Contractor: Elite Command Training, LLC Page 3 of 13 25H -215 This course Is designed for those who are assigned to function in a Type USFA Type 3 Incident Management 31MT during a large /complex Incident, typically extending into the Team Team second operational period. The Type 3 MIT can either support p P Yp an F, EM $30,000.00 existent ICS structure, or can assume command of an incident if requested to do so. This course provides the skills and knowledge needed for the entry level Instructor I: Instructional Methodology professional Instructor to perform his or her duties safely, effectively, F $7,500.00 and competently. This course provides the skills and knowledge needed for the Instructor II: Instructional Development Intermediate level professional Instructor to perform his or her duties F $7,500.00 safely, effectively, and competently. The first of a three - course series. Topics Include methods and techniques fortraining in accordance with the latest concepts In career education; Training Instructor 1A: Cognitive Lesson selecting, adapting, organizing, and using instructional materials Delivery appropriate for teaching cognitive lessons; criteria and methods to P $7,500X0 evaluate teaching and learning efficiency; and an opportunity to apply major principles of learning through teaching demonstrations, The second of a three - course series, Topics include methods and techniques for training In accordance with the latest concepts in career Training Instructor 18: Psychomotor Lesson education; selecting, adapting, organizing, and using Instructions[ Delivery materials appropriate for teaching cognitive lessons; criteria and F $7,500.00 methods to evaluate teaching and learning efficiency; and an opportunity to apply major principles of learning through teaching demonstrations. The third of a three - course series. Topics include methods and techniques for training In accordance with the latest concepts in career Training instructor 1C: Instructional education; selecting, adapting, organizing, and using instructional Development Techniques materials appropriate for teaching cognitive lessons; criteria and F $7,500.00 methods to evaluate teaching and learning efficiency; and an opportunity to apply major principles of learning through teaching demonstrations, Page 3 of 13 25H -215 Contractor: Elite Command Training, LLC Page 4 of 13 25H -216 This course provides students with a basic knowledge of the roles and responsibilities of a Fire Inspector I including legal responsibilities and authority, codes and standards, the inspection process, confidentiality Fire Inspector 1A: Duties and Administration and privacy requirements, and ethical conduct, and administrative tasks F $7,500.00 Including preparing Inspection reports, recognizing the need for a permit or plan review, investigating common complaints, and participating In legal proceedings. This course provides students with the basic knowledge of fire and life safety aspects related to the roles and responsibilities of a Fire Inspector Fire Inspector 18: Fire and Llfe Safety I including building construction, occupancy classifications, occupancy F $7,500.00 load, means of egress, hazardous conditions, fire growth potential, fire flow, and emergency planning and preparedness measures. This course provides students with a basic knowledge of field inspection role and responsibilities of a Fire Inspector I including basic plan review, Fire Inspector 1C: Field Inspection emergency access for an existing system, hazardous materials, and the F $7,500.00 operational readiness of fixed fire suppression systems, existing fire detection and alarm systems, and portable fire extinguishers. This course provides students with a basic knowledge of a Fire Fighter I's Fire Inspector 11): Field Inspection - field inspection roles and responsibilities specific to California including F $7,500.00 California Specific tents, canopies, and temporary membrane structures; fireworks and explosives; and wildland urban interface environments. This course provides students with a basic knowledge of the administrative requirements related tothe roles and responsibilities of a Fire Inspector II Including processing permit and plan review applications, enforcing permit regulations, Investigating complex Fire Inspector 2A: Fire Prevention complaints, recommending modifications to codes and standards, F $7,500.00 Administration recommending policies and proceduresfor Inspection services, generating written appeals correspondence, initiating legal action, evaluating Inspection reports, and proposing technical reference material acquisition. Page 4 of 13 25H -216 Contractor: Elite Command Training, LLC Page 5 of 13 25H -217 This course provides students with a basic knowledge of fire and safety Fire Inspector 2B: Fire and Life Safety requirements related to the roles and responsibilities of a Fire Inspector Requirements It including occupancy classification, egress elements, emergency plans F $6,500.00 and procedures, occupant loads, building construction and fire growth potential. Fire Inspector 2C: Inspecting New and This course provides students with a basic knowledge of Inspection Existing Fire & Life Safety Systems and requirements related to the roles and responsibilities of a Fire Inspector F $5,500.00 Equipment II including Inspection of life safety systems and building services equipment, fire protection systems, and emergency access criteria. This course provides students with a basic knowledge of hazardous Fire Inspector 20; Hazardous Materlais, materials operations, and processes related to the roles and Operations, and Processes responsibilities of Fire Inspector II Including hazardous conditions, F $5,500.00 flammable and combustible liquids and gases, and hazardous materials. Fire Investigation 3A: Fire Origin and Cause This course provides the participants with an introduction and basic Determination overview of the fire scene Investigation. The focus is to provide F $7,500.00 information on fire scene indicators and to determine the fire's origin. This course provides a deeper understanding of fire Investigation and Fire Investigation 1B: Techniques of Fire builds on Fire Investigation 1A. Topics include the juvenile fire setter, Investigation report writing, evident preservation and collectlon, Interview F $7,500.00 techniques, motives, and fire fatalities, This course provides information on conducting an explosive Fire Investigation 2A: Criminal and legal Investigation and a surveillance operation, preparing a search warrant, Procedures testifying as an expert witness, assembling a curriculum vitae, and F $7,500.00 properly documenting a criminally caused fire. Fire Investigation 2B: Field Case Stu dl es This course provides advanced instruction in fire scene Investigation, F $7,500.00 Case preparation, and courtroom presentation. Page 5 of 13 25H -217 Contractor: Elite Command Training, LLC Page 6 of 13 25H -218 Key topics include; Systematic planning process for public education, use of CHIPS to analyze local fire problems, communication skills, Public Education 1: Systematic Planning and program evaluation, working with the media, Integrating programs into F $7,500.00 Communication Skills schools, gaining community support, fire safety for children, interviewing and counseling Juvenile fire setters, creating and using audio /visual resources, and Idea and resource sharing. Fire Apparatus Driver /Operator 1A: This course provides the student with information on driver Emergency Vehicle Operations responsibilities, recognized standards, and related laws for fire F $7,500.00 apparatus, Fire Apparatus Driver /Operator 113: Pump This course provides the studentwith information on pup construction F $7,500.00 Operatlons and theory of pump operations. This course provides Information and skills training; topics Include Basic Emergency Vehicle Operations applicable laws, defensive driving techniques, basic inspection, and F $3,000.00 maintenance. Basic Pump p p erations This course provides the studentwith the information and skills training F $3,000.00 for - operation fire service pumps. - _ Auto Extrication Provides hands -on experience in the procedures and systems utilized F $5,000.00 during an automobile extrication. Command and Control of the RIC This command level awareness course provides students with the Deployment terminology and methodology that Is employed during a RIC F $3,500.00 development. Fire Control 1: Basic Fire Chemistry This course Is a basic overview of fire chemistry and fire behavior F $4,500,00 designed for the beginning or volunteer fire fighter. A hands -on course designed to provide the studentwith information, Fire Control 2: Basic Operations - Structural methods, and techniques for operating basic fire fighting tools and F $4,500.00 carrying out basic fire fighting evolutions. This course Is designed to develop fundamental skills in combating Fire Control 3: Structural Fire Fighting in structure fires by providing the students with a thorough understanding Acquired Structures of fire behavior, ventflatlon procedures and techniques, Interior fire F $4,SC0,00 attack, and exterior fire attack. Page 6 of 13 25H -218 Contractor: Elite Command Training, LLC Page 7 of 13 25H -219 This course Is designed to develop fundamental skills In combating Fire Control 313, Structural Fire Fighting in structure fires by providingthe students with a thorough understanding Live -fire Simulators of fire behavior, ventilation procedures and techniques, Interior fire F 7 $5,500.00 attack, and exterior fire attack using a live -fire simulator. Fire Control 4: Oil and Gas Fire Fighting g g This course utlilzes live Lire situations to hands -on exprience in e F $3,500.00 combating fire involving LPG and flammalsle liquids. Fire Control4A: Flammable Gases Fire The course utilizes the flammable liquids and gas (FLAG) trallerto Fighting generate live fire situations and provide hands -on experience in F $3,500.00 combatingflre involving flammable liquids, Fire Control 411; Flammable Gases Fire The course utilitesthe flammable liquids and gas IFLAG) traller to Fighting generate live fire situations and provide handsmn experience In F $5,500.00 combating fire Involving flammable liquids, Fire Control 5: Aircraft Rescue and Fire This course provides students with the methods and techniques Fighting necessar for crash fire rescue services at airports. F $5,500.00 Fire Control 5: Aircraft Rescue and Fire This course provides students with the methods and techniques Fighting with Live Burn necessaryfor crash fire rescue services at airports; course Includes a live f- $6,500.00 burn. This course provides Information, methods, techniques for the utilization Fire Control 6: Wildland Fire Fighting of the California Fire and Rescue Mutual Aid Plan, Incident Command Essentials System, wildland fire fighting strategy and tactics, structure tactics, F $5,500,00 structure triage, terminology, survival skills and operating safely in a wildland fire - fighting Incident, Fire Control 7: Wildland Fire Fighting g g This course provides hands -on experience In fighting wildland or F $5,500.00 agricultural crop fires. This course provides an awareness of flreline safetyto hired vendors flreline Safety Awareness for Hired Vendors who plan to engage in wildland fire suppression and other incident F $2,500.00 support activities. Designed to equip the student with the techniques and methods for Low Angle Rope Rescue Operational using rope. Webbing, hardware friction devices, litters In low angle F $5,500.00 rescue situations. The Rapid Intervention Crew Operations course tralns fire fighters to RIC operations rescue a downed fire fighter in an Immediately dangerous to life and F $4,SOU.00 health environment in the continuing effort to reduce the number of fire fighter injuries and deaths that occur regularly. Page 7 of 13 25H -219 Contractor: Elite Command Tra InIng, LLC Page 8 of 13 25H -220 This course Is designed to train fire service personnel in hands -on Trench Rescue application of the techniques necessary to safely affect a rescue from an F $5,500.00 excavation or trenching cave -In. Hazardous Materials First Responder Hazardous materials notification and reporting requirements for Fire Awareness Level Department personnel who may witness or discover a Hazardous F $2,500.00 Materials leak, spill, ordischar e. Hazardous Materials First Responder Defensive tactics to contain the release from a safe distance, keep it F $4,300.00 Operational Level from spreading, and prevent exposure without tryingto stop the release. -200: Basle ICS This course introduces students to the principles of the Incident F, EM $3,550.00 Command System (ICS) associated with incident - related performance. This course provides description and detail of the Incident Command 1.30D: Intermediate ICS System (ICS) organization and operations In supervisory roles on F, EM $4,500.00 expanding or Type 3 incidents. This course directs the student towards an operational understanding of 1.400: Advanced ICS large single - agency and complex multi- agency /multi- jurisdictional F, EM $3,750.00 Incident responses, 5 -130: Fire Fighter Training This course designed to provide entry-level fire fighters skills. F $4,750.00 5 -131: Fire Fighter T e Training g yp 1 g The course meets the training needs of the Fire Fighter Type 1(FFl) and F $2,5D0.O0 is interactive In nature 5 -190: Introduction to Wildland Fire The course provides Instruction In the primary factors affecting the start Behavior and spread of wildfire and recognition of potentially hazardous F $2,500.00 situations. 5- 200: Initial Attack Incident Commander This course Is designed to meet the training needs of the Incident F $3,750.00 Command Type 4. This course introduces the function, maintenance, and use of internal 5.212: Wildland Fire Chalnsaws combustion engine powered chain saws, and their tactical wildland fire F $5,750.00 application. 5 -215: Fire Operations in the Designed to assist structure and Wildland fire fighters who will be making wildland /Urban Interface tactical decisions when confronting wildland fire thatthreatens life, F $5,750,00 property, and Improvements, In the wildland /urban interface. 5 -230: Crew Boss - Single Resource Training forthesingle resource boss position from Initial dispatch F $4,300.00 through demobilization to the home unit. Page 8 of 13 25H -220 Contractor: EIlte Command Training, LLC 5 -2531: Engine Boss Designed to produce student proficiency In the performance of the F $3,000.00 duties associated with ENGB. This course Introduces the roles and responsibilities of a Firing Boss 5 -234 or S -219 Ignition Operations (FIRF), coin in on firing devices, and general firing operations and F $5,750.00 techniques. This course provides the student with skllis necessary to perform as a 5 -244: Field Observer/ 5 -245: Display field observer (FOBS) and /or a fire effects monitor (F5M0J; this course Processor Combination Class provides students with the skills necessary to perform as a Dlsp lay F $6,750.00 Processor DPRD). The course covers aircraft types and capabilities, aviation management 5 -270: Basic Air Operations and safety for flyingin and working with agency aircraft, tactical and F $3,750.00 Logistical uses of aircraft, and requirements for helicopter takeoff and landing areas. This Is a classroom -based skills course designed to prepare the S -290: Intermediate Wildland Fire Behavior prospective fireline supervisor to undertall safe and effective fire F $5,750,00 management operations. 5 -300: Extended Attack Incident The focus Is on leadership and command as they relate to the ICT3 Commander position and presented in participative lecture format with multiple F $4,500,00 tactical decision games for students to practice new knowledge. Designed to meet the training requirements outlined In the Wildland Fire 5 -330: Task Force /Strike Team Leader Qualification System Guide and the Position Task Books (PTB) developed F $5,750.00 for the position of Task Force Leader and Strike Team Leader and specific to wlldland fire suppression. This course contains generic curriculum regarding tactics and strategy as 5 -330: Task Force /Strike Team Leader An it relates to the management of a strike team or tasl( force and meets F $7,500.00 Risk the S -330 training requirements of the California Incident Command Certification System (CICCS) for the position of Strike Team /Tasl( Force Leader -AIL Risk. 5 -336: Tactical Decision Malting In Wildland Thls Course prepares experienced Single Resource Bosses and Initial Fire Attack Incident Commanders In the tactics necessary at the Strike F $6,750.00 Team/Task Pone Leader level. Page 9 of 13 25H -221 Contractor: Elite Command Training, LLC 5 -339: Dlvlslon /Grou Supervisor p p Prepares students to perform in the role of Division /Group Supervisor F}EM $5,750.00 and provides instruction In support of the specific tasks of the DIVS. 5- 339: Division /Group Supervisor All Risk Thls course teaches the student the management skills necessary to fill F,EM $6,750.00 the position of DIvlslon /Group Supervisor within the framework of IM Designed to introduce fire behavior calculations by manual methods, 5 -390: Introduction to Midland Fire using nomograms and the Fire Behavior Handbook Appendix 8, the F $7,350.00 Behavior Calculations student gains an understanding of the determinants of fire behavior though studying inputs (weather, slope, fuels, and fuel moisture. Topics Include team administration, communication, 5-400: Incident Commander information /intelligence processing, agency administrator and IC F, EM $8,550,00 res onsibilities, transfer of command, and demobilization. This course meets the training requirements for a Public Information Officer Type 2. Topics include information organization and assignment, 5 -403: Information Officer developing a communications strategy, information operations, creating F CM $6,500.00 a safe environment, effective media relations, Incident within an incident, community relations analysis, documentation, demobilization, and transitioning. 5 -404: Safety officer Designed to meet the training needs of the safety Officer position In the F, EM $80000,00 Incident command system. 5 -404: Safety Officer All Risk Designed to meet the training needs of the Safety Officer position in the F, EM $8,000.00 incident commands stem. 5 -430: Operations Section Chief Designed to meet the training needs of the Operations Section Chief F, EM $8,000.00 Type e 2 5 -430: Operations Section Chief All Risk This course presents the command, management, and supervision F, EM $8,750.00 concepts necessary to function as an Operations Section Chief, 5 -440: Planning Section Chief Designed to meet a portion of the training needs of the Planning Section F, EM $7,500.00 Chief Type 2. Page 10 of 13 25H -222 Contractor: Elite Command Training , LLC Page 1.1 of 13 25H -223 Th is course provides students with a basic knowledge of the human resources requirements related to the roles and responsibilities of a Chief Fire Officer including developing plans for providing employee Chief Fire Officer 3A: Human Resource accommodation, developing hiring procedures, establishing personnel Management assignments, describing methods of facilitating and encouraging F $5,500.00 professional development, developing an cngoing education training program, developing promotion procedures, developing proposals for Improving employee benefits, and developing a measurable accident and Injury prevention program. This course provides students with a basic knowledge of the budgeting Chief Fire Officer 33:eudget and Fiscal requirements related to the roles and responsibilities of a Chief Fire Responsibilities Officer including developing a budget management system, developing F $4,000.00 adivision or departmental budget, and describing the process for ensuring competitive bidding. This course provides students with a basic knowledge of the administration requirements related to the roles and responsibilities of a Chief Fire Officer 3C: General Administration Chief Fire Officer including directing a department record management Functions system, analyzing and Interpreting records and data, developing a F $5,500.00 model plan for continuous organizational Improvement, developing a plan to facilitate approval, preparing community awareness programs, and evaluating the inspection program of the AHJ, This course provides Information on the use of human resources to Company Officer 2A: Human Resources accomplish assignments, evaluating member performance, supervising Management personnel, and integrating health and safety plans, policies, and F $7,500.00 procedures Into dally activities as well as the emergency scene. This course provides information on general administrative functions Company Officer 20.: General Administrative and the Implementation of department policies and procedures and Functions addresses conveying the fire department's role, Image, and mission to F $5,500A0 the public. Page 1.1 of 13 25H -223 Contractor: Elite Command Training, LLC Page 12 of 13 25H -224 This course provides Information on conducting inspections, Identifying Company Officer 2C: Fire Inspections and hazards and addressing violations, performing a fire investigation to F $7,500.00 Investigations determine preliminary cause and securing the Incident scene and reserving evidence This course provides information on conducting incident size -up, Company Officer 213, All -Risk Command developing and Implementing an Initial plan of action involving single and multiunit operations for various types of emergency incidents to F $7,500.00 Operations mitigate the situation following agency safety procedures, conducting pre - incident planning, and develop and conduct a post - incident analysis. This course provides information on evaluating and reporting Incident conditions, analyzing Incident needs, developing and Implementing a Company Officer 2E: Wlidland Incident plan of action to deploy Incident resources completing all operations to F $7,SOO.Otl Operations suppress a wildland fire, establishing an incident command post, creating an incident action plan, and completing incident records and reports. Key topics include: Team organization, rescue, and environmental considerations, use of ropes, knots rigging and pulley systems, Rescue Systems I: Basic Rescue Skills descending, rappelling, and belaying tools and techniques, subsurface F $7,500.00 rescue techniques, use of cribbing, wedges, cutting /prying and hydraulic tools, use of fire service ladders In specialized rescue situations, and day and night simulated rescue exercises. This course Is designed for people who have been identified as current Introduction to Homeland Security and future leaders In homeland security, The course provides a basic F, EM $4,800.00 overview ofthe Ideas that can help leaders thinkand act more strategically. Defining Terrorism This course discussing the differences between terrorism, criminality, F, EM $2,500.00 warfare, and the relevance to first responders, This course describes the history and Intent of fusion centers, the Intelligence Cycle for First Responders Intelligence cycle, and the difference between passive Information F,EM $2,500.00 gathers and active Information gathers. Critical Infrastructure This course discusses the process of evaluating and modeling risk F, EM $4,500.00 associated critical infrastructure for first responders. Page 12 of 13 25H -224 Contractor: Elite Command Training, LLC EXERCISES A) Discussion -Based Exercises - focus on strategic, policy- oriented Issues; facllltators and /or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives. ( *Note; Estlmated costs are example costs only and depict a range that an exercise may fall within. Actual costs can vary and Is dependent on the size, scope, and variables Involved with a particular exercise) Exercise Type Description Variables Range of Cast Estimated) "Not Applicable - Exercise services not proposed by Contractor B) Operation -Based Exercises- used to validate plans, policies, agreements, and procedures; clarify roles and responsibilities; and identify resource gaps. Exercises are characterized by actual reaction to an exercise scenario, such as Initiating comm a nications or mobilizing personnel and resources, ( *Nate: Estimated costs are example costs only and depict a range that an exercise may fall within. Actual casts can vary and Is dependent on the size, scope, find variables involved with aparticular exercise) Exercise Type Description Variables Range of Cost (Estlmated) * *NotAppllcable - Exercise services not proposed by Contractor Page 13 of 13 25H -225 'kill 3.1 SECTION III EXHIBIT B TECHNICAL SPECIFICATIONS REQUIREMENTS The specific requirements of the RFQ have been listed in two sections to allow proposers to respond to either, the training courses component, the exercise component, or both. There is no requirement the Proposer must respond to both components of the RFQ. TRAINING COURSES 1. The ASAUA requires training courses in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical C. Public Health d. Emergency Management 2. The Proposer shall conduct training courses at various locations /venues within the ASAUA, 3. The Proposer shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. 4. The Proposer shall prepare and present specified training courses, Course material shall be available at the time the training is provided for each of the training courses the proposer has outlined in their proposal, 5. All training courses presented must meet state and federal guidelines and be approved by Cal OES and DHS for reimbursement under the Homeland Security Grant Program prior to delivery. Refer to the Cal OES website at: htto: / /www.caloes ca aov /cal -oes- divisions /california- specialized - training institute and the DHS website at: 25H -226 RFQ No. 16,068 Page 14 https: / /www.fema.,qov /training for further information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from FEMA/Cal OES prior to delivery of the course. The EHP approval is location specific and if an EHP approval is required, one must be obtained for each location where the course is delivered. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus and /or written curriculum. 8. The Proposer shall collect written survey comments /course evaluations from participants at the conclusion of every course offered. Survey /course evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers, 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10. Proposer shall provide and assign high quality instructors on a consistent basis to deliver the specified courses. 11. All instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and following objectives for each class, completing training as described, and utilizing training aids such as audio /visual systems. RFQ No. 16 -068 25H-227 Page 15 12. The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 13. The Proposer will be paid for time, materials and for services rendered. Training days are generally eight (8) hours long, e.g. 8AM -5PM, including a one (1) hour lunch. The schedule should include regular breaks on a 50/10 break ratio — for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum. 14. Training venues may be provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 15. All Proposer developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to delivery. It is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 16. The anticipated start date of this agreement is Fall of 2016. Usage under this agreement will begin at this time. 17. Depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved. It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval. The City shall not be billed for any costs associated with obtaining these certifications and approvals. RFQ No. 16 -068 25H -228 Page 16 18. A list of "approved" courses is available from Cal OES at www.caloes.ca.aov and a list of Federal Emergency Management Agency (FEMA) approved classes is available at www.fema.gov /training 19. Proposers are responsible for providing all course materials and delivering it to the site(s) of all training. 20. Proposer will work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21. When required, Proposer must obtain the applicable certifications for developed courses before training begins. The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 22. Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state and /or federal certification. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 23. Proposer may not charge the City for materials brought to the class that are not utilized. 24. Proposers may be selected to provide training based on their expertise within a specific discipline. RFQ No. 16.068 25H -229 Page 17 25. Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 26. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider on their proposed training courses whenever the need arises. 3.1.1 DELIVERABLES /REPORTS FOR TRAINING COURSES 1. Course Surveys / Evaluations a. The course surveys / evaluations results will be tabulated and scored by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. b. Completed course survey /evaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 2. Proposer must provide course flyers for all training courses to be delivered by Proposer. 3. Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered. RFQ No, 16068 25H -230 Page 18 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 3.1.2 QUANTITIES FOR TRAINING COURSES 1. Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.1.3 PRICING FOR TRAINING COURSES 1. All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only. Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ. 2. 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. 3. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each training course. The price quoted for each training course 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, RFQ No, 16 -068 25H -231 Page 19 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, 6, All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. S. 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. g. 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. 3.1.4 AWARD FOR TRAINING COURSES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. RFQ No. 16 -063 25H -232 Page 20 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement pursuant to this RFQ will be required. 5. Any agreement must be negotiated, finalized, and approved by the recommend vendor prior to City Council approval. 6. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 8.1.5 METHOD OF ORDERING TRAINING COURSES 1. As training is required, solicitations in the form of firm price quotations will be requested from the vendors with which the City has an Agreement. 2. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 3. Price quotations will be reviewed and vendors will be selected by the UASI Grant Office. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer. 4. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. 5. POs and payments for service will be issued only in the name of the Proposer. 6. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 7. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. RFQ No. 16 -068 25H -233 Page 21 3.1.6 INVOICING FOR TRAINING COURSES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. 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. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall have City PO number, invoice number, agreement number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. 6. Proposer shall utilize standardized invoices upon request. 7. Invoices shall only be issued by the vendor who is awarded an agreement. 3.1.7 ACCOUNT MANAGER / SUPPORT STAFF FOR TRAINING COURSES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. RFQ No, 16 -06£3 25H-234 Page 22 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representatives) 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. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. 3,2 EXERCISES 1. The ASAUA requires seminars, workshops, tabletops, drills, functional, and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct seminars, workshops, tabletops, drills, functional, and full -scale exercises at various locations /venues within the ASAUA. All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 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. RFQ No 16 -068 25H -235 pa�� z3 4. When conducting seminars, workshops, tabletops, drills, functional and full -scale exercises the Proposer shall provide all required exercise consumables, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. 5. Proposer 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. Proposer shall provide all multi -media devices necessary for presentations during seminars, workshops, tabletops, drills, functional, full -scale exercises, and any planning meetings and conferences. i. The Proposer and all of their exercise personnel shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge 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. Proposer must be able to secure exercise sites at any of the jurisdictions within the ASAUA. 9. Proposers are responsible for providing exercise materials and delivering it to the site(s) of all seminars, workshops, tabletops, drills, functional and full -scale exercises. 10. Proposer may not charge the City for materials brought to the seminars, workshops, tabletops, drills, functional, and full -scale exercises that are not utilized. 11. Proposers may be selected to provide seminars, workshops, tabletops, drills, functional, and full -scale exercises based on their expertise and experience within a specific discipline. RFq No. 16 -068 25H -236 Page 24 12. Proposers shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee, 13. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA before delivery of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 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 Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals, The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3.21 QUALIFICATIONS — HOMELAND SECURITY EXERCISE EXPERIENCE The following elements outline the type of experience and expertise proposers should possess related to- the - development and delivery of- seminars workshops, tabletops, drills, functional and full -scale exercises. Proposers will document their experience and expertise in Attachment D — Proposal Response Packet. The ASAUA requires seminars, workshops, tabletops, drills, functional and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. Proposer should be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full- scale exercises. RrQ No. 16 -068 25H -237 Page 25 3. Proposer should have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full -scale exercises in accordance with HEESP guidelines. 4. Proposer should have staff that is experienced and proficient in conducting seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. 5. Proposer should have staff that is experienced and proficient in providing training to and coordinating exercise evaluators, controllers, and Simulation Cell operators. 3.2.2 DELIVERABLES / REPORTS FOR EXERCISES 1. Exercise Documents a. Proposer shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. These documents should include, but not be limited to: Exercise Plan, Controller /Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc. 2. Proposer will provide rosters, sign -In sheets, and presentation materials for all planning meetings conducted in support of all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the planning activity. 3. Proposer will provide rosters and sign -in sheets for all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the exercise activity. 4. Proposer will complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full -scale exercises. Copies of these AARs will be provided to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6FQ No. 16 -068 25H-238 Page 26 5. Proposer will 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 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer will upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans into HSEEP within 60 days of completing any exercise activity. 3,2,3 QUANTITIES FOR EXERCISES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.2.4 PRICING FOR EXERCISES 1. All price quotes offered during an informal request for quote process will remain firm for the term of the resulting PO under the Agreement, 2. 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. 3. All prices are to be F.O.B, destination. Any freight/delivery charges are to be included. 4. Any price Increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. 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. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No. 16 -068 25H -239 Page 27 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. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. 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. 3.2.5 AWARD FOR EXERCISES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award to a single or multiple proposers. RFQ No 16 -068 25H-240 Page 28 3, The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement will be required. 5. The Master Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior to City Council approval. 6. Final Master Agreement terms and conditions will be negotiated with the selected vendors. 7, The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposers proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.2.6 METHOD OF ORDERING FOR EXERCISES 1. As an exercise is required, solicitations in the form of a firm price quotation will be requested from the vendors. 2. 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 ASAUA Grant Office. 3. 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. 4. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer(s). 5. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. RFQ No. 16 -068 25H -241 Payee 29 6. POs and payments for service will be issued only in the name of the Proposer. 7. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 8. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. 3.2.7 INVOICING FOR EXERCISES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. 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. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. 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. 5. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall contain Agreement number, City PO number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. RFQ No. 16 -068 25H -242 Page 30 7. Proposer shall utilize standardized invoice upon request. 8, Invoices shall only be issued by the Proposer who is awarded an agreement, 9. Payments will be issued to and invoices must be received From the same Proposer whose name is specified on the POs. 3.2.8 ACCOUNT MANAGER / SUPPORT STAFF FOR EXERCISES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. 2. 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. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. RFQ No, 16 -068 25H -243 Page 31 25H -244 AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS- NEEDED BASIS THIS AGREEMENT is made and entered into this 16th day of August, 2016 by and between Hagerty Consulting, Inc. ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing wider the Constitution and laws of the State of California ( "City "). RECITALS A. On June 6, 2016, the Santa Ana Police Department ( "SAPD ") issued Request for Qualifications No. 16 -068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security - related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management. B. These courses are in support of the Anaheim /Santa. Ana Urban Area ( "ASAUA ") Homeland Security Regional Training and Exercise Program and will be fanded by a grant awarded to the City by the United States Department of Homeland Security's Urban Areas Security Initiative ( "UASI ") and administered by SAPD. The ASAUA consists of the incorporated cities in Orange County and the police departments of the University of California, Irvine, and California State University, Fullerton. C. Through SAPD, the training and exercise programs will be made available to agencies in the ASAUA on an as- needed basis to enhance domestic preparedness for acts of terrorism. D. Contractor submitted a responsive proposal that was among those selected by the City. E. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting Erin in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an as- needed basis, and at the sole discretion of City, Contractor shall conduct the training and /or exercise programs described in Exhibit A to this Agreement. Contractor's proposal is incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply with the technical specifications provided in Section III of RFQ No. 16-068, which are incorporated by reference and attached as Exhibit B. 2, CHANGE ORDERS To maintain flexibility that willows 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 couuses 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 25HL245 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. 3. COMPENSATION a. City neither warrants nor guarantees any minimum or maximiun compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above - referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16 -068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The tenn of this Agreement may be extended for a single (1) one -year period upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire tenn of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF 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 25H- 246 Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain slid shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self hisurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile li ability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer; Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. V. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (3 0) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured endorsement. 25W247 If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termmation shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to and shall indemnify, defend, and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligence or willful misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Contractor's indemnification obligations in this section shall survive expiration of this Agreement. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Contractor Linder this Agreement. 10. CONFORMITY WITH LAW AND SAFETY In performing any services under this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes, and regulations of governmental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over the scope of services, including all provisions of the California Occupational Safety and Health Act. Contractor shall indemnify, defend, and hold hornless City from any and all liability, fines, penalties, and consequences from any of Contractor's faihures to comply with such laws, ordinances, codes, and regulations. 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a 25H-"248 minimum period of three (3) years, or for any longer period required bylaw, 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 firther agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement, The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed, by the City. 13. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with the perfornance of services specified under this Agreement. 14. NOTICE Any notice, tender, demand, delivery, or other conuruinication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: Brad Hadley, Sergeant UASI Grant Coordinator Homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 251-249 To Contractor: Hagerty Consulting, Inc. 1618 Orrington Avenue, Suite 201 Evanston, IL 60201 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 timc set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 15. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor, The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 17. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not shnilar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: 25H�150 a. Asa condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 19. NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities tinder this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 21. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies, Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 22. CERTIFICATIONS a. Debarment and Suspension. Contractor will comply, and all its subcontractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CPR) §200.212 and codified in 2 CFR Part 200. b. Section 504 of the Rehabilitation Act of 1973. All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified disabled person shall., solely by reason of disability be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. Contractor agrees it will ensure that requirements of The Act shall be included in any agreements with and be binding on all of its subcontractors, assignees, or successors. e. Americans witls Disabilities Act of 1990 (ADA). Contractor must comply with all 25H"L251 requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable d. Lobbying and Political Activity. None of the funds, materials, property, or services provided directly or indirectly render this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act". e. Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et seq., and agrees that none of the ftmds provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. f. Contractor will comply, and all its subcontractors will comply, with all requirements of the Byrd Anti- Lobbying Amendment (31 U.S.C. 1352), as applicable. g. Non - Discrimination and Equal Opportunity. Contractor will comply, and all its subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title lI of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as atnended; 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 Contractor makes a. finding of discrimination after a due process hearing on the grormds of race, color, religion, national origin, sex, or disability against Contractor, Contractor will forward a copy of the findings to City, which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. h. Contractor will comply, and all its subcontractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment— Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable, i. Contractor will comply, and all its subcontractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and all its subcontractors will comply, with all requirements of the Copeland "Anti- Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. k. Contractor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a -7) as supplemented, by Department of Labor regulations (29 CFR Part 5), as applicable. 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C. 327 -330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 25H-'252 m. Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part 15), as applicable, n. Contractor will comply, and all its subcontractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94 -163, 89 Stat. 871), (53 FR 8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr, 19, 1995), as applicable. o. Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. P. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable, q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or Linder this Agreement, However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty - free, non - exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and /or City purpose; (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the Contractor purchases ownership with support through this grant. The Federal government's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or darnages 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 frilly 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 SANTA ANA Maria D. Huizar Clerk of the Council David Cavazos City Manager 25FP -253 APPROVED AS TO FORM: SONIA R. CARVALHO CONTRACTOR: City Attonicy Jo]vi .Funk Name: Assistant City Attorney Title: RECOMMENDED FOR APPROVAL: Carlos Rojas, Chief of Police Police Department 25H -'154 EXHIBIT A List of Tralning /Classes and Exercises TRAINING Contractor; Hagerty Consulting *Discipline codes: law Enforcement = LE, Fire = 5 Emergency medical Services -EMS, Emergency Management= EM, Public Flealth = PH, other Discipline = 00 Course Title Description Discipline Total Course Cost Seminars generally orient participants to, or provide an overview of, (Estimated) Seminar authorities, strategies, plans, policies, procedures, protocols, resources, participants hJL * *NotApplicable - Training Courses not proposed by Contractor concepts, and ideas, Seminars can he valuable for entitles that are EXERCISES A) Discussion -Based Exercises -focus on strategic, policy- oriented issues; facilitators and /or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives, t* Note: Estimated costs are example costs only and depict a range that an exercise mayfall within. Actualcosts can vary and is dependent on the size, scope, and variables Involved with a particular exercise) Exercise Type Description Variables Range of Cost (Estimated) Seminars generally orient participants to, or provide an overview of, Seminar authorities, strategies, plans, policies, procedures, protocols, resources, participants hJL concepts, and ideas, Seminars can he valuable for entitles that are Facilitatlon, Hours, $5,000 - $25,000 developing or making major changes to existing plans or procedures. Materials, Location Although similar to seminars, workshops differ in two important aspects: 1, participant interaction is Increased, and 2. focus Is placed on achieving participants (#), Workshop or building p roduct. To be effective, workshops should have clearly Facilitation, Hours, $8,000- $35,000 defined objectives, products, or goals, and should focus on a specific Materials, Location, Issue. Plans Page 1 of 3 25H -255 bletop Exercises (TTX) are intended to generate discussion of various ues regarding a hypothetical shnul ate d emergency. They can be used enhance general awareness, validate plans and procedures, rehearse ncepts, and /or assess the types of systems needed to guide the .ventlon of, protection From, mitigation of, response to, and recovery ,m a defined incident. The effectiveness of a TTX is derived from the ergetic involvement of participants and their assessment of commended revisions to current policies, procedures, and plans; arefore facilitation Is critical to keeping participants focused on =_rcise objectives. Contractor: Hagerty Consulting Participants ( #J, Facilitation, Hours, Materials, Location, $2S,00o- $s0,00o Reporting /Plans B) Operation -Based Exercises- used to validate plans, policies, agreements, and procedures; clarify roles and responsibilities; and Identify resource gaps, Exercises are characterized by actual reaction to an exercise scenario, such as Initiating communications or mobilizing personnel and resources. ( *Note; Estimated Posts are example costs only and depict a range that on exercise mayfall within. Actual costs can vary and Is dependent on the size, scope, and variables involved with a particular exercise) Exercise Type Description Variables Range of Cast (Estimated) Preparation, Planning Meetings, A drill is a coordinated, supervised activity usually employed to validate Participants (N), a specific function or capability in a single agency or organization. Drills Facilitation, Hours, are commonly used to provide training an new equipment, validate Materials, site /Mgt. Drill procedures, or practice and maintaln current skills. For every drill, $30,000- $75,000 clearly defined plans, procedures, and protocols Head to be in place. Locations, Personnel need to be famlllarwith those plans and trained In the Reporting /Plans, processes and procedures to be drilled. Travel & Expenses, Moulage, Media, Volunteer Coordination Page 2 of 9 25H -256 Contractor; Hagerty Consulting Page 3 of 3 25H -257 Preparation, Functional Exercises (FE) are designed to validate and evaluate Planning Meetings, capabilities, multiple functions and /or sub - functlons, or interdependent Participants (#), groups of functions, FES are typically focused on exercising plans, Facilitation, Hours, Functional policies, procedures, and staff members Involved in management, Materials, $55,000 - $100,000 direction, command, and control functions, An FE is conducted in a Site /Mgt. realistic, real -time environment; however, movement of personnel and Locations, equipment IS Usually Simulated, Reporting/Plans, Travel & Expenses Preparation, Full -Scale Exercises (FSE) are typically the most complex and resource- Planning Meetings, Intensive type of exercise. They Involve multiple agencies, organizations, Participants (#), and jurisdictions and validate many facets of preparedness, FSEs often Facilitation, Hours, Include many players operating under cooperative systems such as the Materials, Full -Scale Incident Command System (ICS) or Unified Command. In an FSE, events Slte /Mgt. $75,Op0 - $150,000 are projected through an exercise scenario with evert updates that drive Locations, activity at the operational level. FSEs are usually conducted in a real- Reporting /plans, time, stressful environment that is intended to mirror a real incident. Travel & Expenses, Throughout the duration of the exercise, many activities occur Moulage, Media, simultaneously, Volunteer Coordination Page 3 of 3 25H -257 3.0 3,1 SECTION III EXHIBIT B TECHNICAL. SPECIFICATIONS REQUIREMENTS The specific requirements of the RFQ have been listed in two sections to allow proposers to respond to either, the training courses component, the exercise component, or both. There is no requirement the Proposer must respond to both components of the RFQ, TRAINING COURSES 1. The ASAUA requires training courses in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct training courses at various locations /venues within the ASAUA. 3. The Proposer shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. 4. The Proposer shall prepare and present specified training courses. Course material shall be available at the time the training is provided for each of the training courses the proposer has outlined in their proposal, 5. All training courses presented must meet state and federal guidelines and be approved by Cal OES and DHS for reimbursement under the Homeland Security Grant Program prior to delivery. Refer to the Cal OES website at: http: / /www,caloes.ca.gov /cal -oes- divisions /california- specialized- training institute and the DHS website at: 25H -258 RFQ No. 16 -068 Page 1.4 https://www.fam2,—qov/traini-n g for further information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from FEMA/Cal OES prior to delivery of the course. The EHP approval is location specific and if an EHP approval is required, one must be obtained for each location where the course is delivered. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required approvals, The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval, The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified In the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus and /or written curriculum. 8. The Proposer shall collect written survey comments /course evaluations from participants at the conclusion of every course offered. Survey /course evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers. 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10. Proposer shall provide and assign high quality instructors on a consistent basis to deliver the specified courses, 11. All instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and,following objectives for each class, completing training as described, and utilizing training aids such as audio /visual systems. RFQ No. 16 -068 25H -259 Page 15 12. The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services orto lodge complaints. 13. The Proposer will be paid for time, materials and for services rendered. Training clays are generally eight (8) hours long, e.g. 8AM -5PM, including a one (1) hour lunch. The schedule should include regular breaks on a 50/10 break ratio — for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum. 14. Training venues may be provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 15. All Proposer developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to delivery. It is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 16. The anticipated start date of this agreement is Fall of 2016. Usage under this agreement will begin at this time. 17. Depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved. It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval. The City shall not be billed for any costs associated with obtaining these certifications and approvals. RFQ No. 16 -068 25H -260 Page 16 18. A list of "approved" courses is available from Cal OES at www,caloes,ca.gov and a list of Federal Emergency Management Agency (FEMA) approved classes is available at www.fema.gov /traininq 19. Proposers are responsible for providing all course materials and delivering it to the site(s) of all training. 20. Proposer will work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21. When required, Proposer must obtain the applicable certifications for developed courses before training begins. The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 22. Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state and /or federal certification. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification, The City shall not be billed for any costs associated with obtaining these certifications. 23. Proposer may not charge the City for materials brought to the class that are not utilized. 24, Proposers may be selected to provide training based on their expertise within a specific discipline. RFQ No. 16.068 25H -261 Page 17 25. Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 26. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider an their proposed training courses whenever the need arises. 3.1.1 DELIVERABLES / REPORTS FOR TRAINING COURSES 1. Course Surveys / Evaluations a. The course surveys / evaluations results will be tabulated and scored by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. b. Completed course survey /evaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 2. Proposer must provide course flyers for all training courses to be delivered by Proposer, 3. Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered. RFQ No. 16 -068 25H -262 Page 18 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 3,1.2 QUANTITIES FOR TRAINING COURSES 1. Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.1.3 PRICING FOR TRAINING COURSES 1. All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only. Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ. 2. 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. 3, All prices are to be F.O.B. destination. Any freight/delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each training course, The price quoted for each training course 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, RFQ Na 15 -068 25H -263 Pege19 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. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. 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. 9. 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. 3.1.4 AWARD FORTRAINING COURSES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. RFQ No. 16 -068 25H -264 Page 20 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement pursuant to this RFQ will be required. 5. Any agreement must be negotiated, finalized, and approved by the recommend vendor prior to City Council approval. 6. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.1.5 METHOD OF ORDERING TRAINING COURSES 1. As training is required, solicitations in the form of firm price quotations will be requested from the vendors with which the City has an Agreement. 2. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 3. Price quotations will be reviewed and vendors will be selected by the UASI Grant Office. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer. 4. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. 5. POs and payments for service will be issued only in the name of the Proposer. 6. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 7. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. RFQ No. 16 -068 25H -265 Page 21 3.1.6 INVOICING FOR TRAINING COURSES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2, 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. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O, Box 1981 Santa Ana, CA 92701 4. City shall notify Proposer of any adjustments required to invoices, 5. Invoices shall have City PO number, invoice number, agreement number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. 6. Proposer shall utilize standardized invoices upon request. 7. Invoices shall only be issued by the vendor who is awarded an agreement. 3.1.7 ACCOUNT MANAGER/ SUPPORT STAFF FOR TRAINING COURSES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. RFQ No. 16 -068 25H -266 Page 22 2. 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. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. 3.2 EXERCISES 1. The ASAUA requires seminars, workshops, tabletops, drills, functional, and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct seminars, workshops, tabletops, drills, functional, and full -scale exercises at various locations /venues within the ASAUA. All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 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. c RFQ No. 16 -068 25H -267 Page 23 4. When conducting seminars, workshops, tabletops, drills, functional and full -scale exercises the Proposer shall provide all required exercise consumables, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. 5. Proposer 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. Proposer 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. The Proposer and all of their exercise personnel shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge 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. Proposer must be able to secure exercise sites at any of the jurisdictions within the ASAUA. 9. Proposers are responsible for providing exercise materials and delivering it to the site(s) of all seminars, workshops, tabletops, drills, functional and full -scale exercises. 10. Proposer may not charge the City for materials brought to the seminars, workshops, tabletops, drills, functional, and full -scale exercises that are not utilized. 11. Proposers may be selected to provide seminars, workshops, tabletops, drills, functional, and full -scale exercises based on their expertise and experience within a specific discipline. c Q RFQ No, 16 -068 25H -2VV Page 24 12. Proposers shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 13. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA before delivery of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 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 Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3.2.1 QUALIFICATIONS— HOMELAND SECURITY EXERCISE EXPERIENCE The following elements outline the type of experience and expertise proposers should possess related to the development and delivery of seminars, workshops, tabletops, drills, functional and full -scale exercises. Proposers will document their experience and expertise in Attachment D — Proposal Response Packet. The ASAUA requires seminars, workshops, tabletops, drills, functional and full -scale exercises in the following specific disciplines; a. Law Enforcement/Tactical b. Fire /Emergency Medical C. Public Health d. Emergency Management 2. Proposer should be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full- scale exercises. RF4 No. 16 -068 25H -269 Rage 25 3. Proposer should have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full -scale exercises in accordance with HEESP guidelines. 4. Proposer should have staff that is experienced and proficient in conducting seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. 5. Proposer should have staff that is experienced and proficient in providing training to and coordinating exercise evaluators, controllers, and Simulation Cell operators, 3.2.2 DELIVERABLES / REPORTS FOR EXERCISES 1. Exercise Documents a. Proposer shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. These documents should include, but not be limited to: Exercise Plan, Controller /Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc. 2. Proposer will provide rosters, sign -in sheets, and presentation materials for all planning meetings conducted in support of all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the planning activity. 3. Proposer will provide rosters and sign -in sheets for all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the exercise activity. 4. Proposer will complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full -scale exercises. Copies of these AAR$ will be provided to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. RFQ No. 16 -068 25H-270 Page 26 5. Proposer will 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 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer will upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans into I-ISEEP within 60 days of completing any exercise activity. 3.2.3 QUANTITIES FOR EXERCISES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.2.4 PRICING FOR EXERCISES 1. All price quotes offered during an informal request for quote process will remain firm for the term of the resulting PO under the Agreement. 2. 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, 3. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. 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. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No, 16� 068 25H-271 Page 27 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. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. 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. 3.2.5 AWARD FOR EXERCISES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award to a single or multiple proposers. RFQ No. 16 -068 25H-272 Page 28 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement will be required. 5. The Master Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior to City Council approval. 6. Final Master Agreement terms and conditions will be negotiated with the selected vendors. 7. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.2.6 METHOD OF ORDERING FOR EXERCISES 1. As an exercise is required, solicitations in the form of a firm price quotation will be requested from the vendors. 2. 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 ASAUA Grant Office, 3. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 4. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer(s). 5. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. RFQ Nn, 1.6 -068 25H-273 Page 29 6. POs and payments for service will be issued only in the name of the Proposer. 7. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 8. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. 3.2.7 INVOICING FOR EXERCISES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. 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. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. 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. 5. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall contain Agreement number, City PO number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. RFQ No. 16 -068 25H-274 Page 30 7. Proposer shall utilize standardized invoice upon request. 8. Invoices shall only be issued by the Proposer who is awarded an agreement. 9. Payments will be issued to and invoices must be received from the same Proposer whose name is specified on the POs. 3.2.8 ACCOUNT MANAGER / SUPPORT STAFF FOR EXERCISES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement, The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. 2. 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. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. RFQ No, 16 -068 25H -275 Page 31 25H -276 AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS- NEEDED BASIS TIIIS AGREEMENT is made and entered into this 16th day of August, 2016 by and between Hoertseh Training and Consulting LLC ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"), RECITALS A. On June 6, 2016, the Santa Ana Police Department ( "SAPD ") issued Request for Qualifications No. 16 -068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security- related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management. B. These courses are in support of the Anaheim/Santa Ana Urban Area ( "ASAUA ") Homeland Security Regional Training and Exercise Program and will be funded by a grant awarded to the City by the United States Department of Homeland Security's Urban Areas Security Initiative ( "UASI ") and administered by SAPD. The ASAUA consists of the incorporated cities in Orange County and the police departments of the University of California, Irvine, and California State University, Fullerton. C, Through SAPD, the training and exercise programs will be made available to agencies in the ASAUA on an as- needed basis to enhance domestic preparedness for acts of terrorism. D. Contractor submitted a responsive proposal that was among those selected by the City. E. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field„ NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows; 1. SCOPE OF SERVICES On an as- needed basis, and at the sole discretion of City, Contractor shall, conduct the training and /or exercise programs described in Exhibit A to this Agreement. Contractor's proposal is incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply with the technical specifications provided in Section III of RFQ No. 16 -068, which are incorporated by reference and attached as Exhibit B. 2. CHANGE ORDERS 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 25H1277 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. 3. COMPENSATION a. City neither warrants nor guarantees any minimum or maximiun compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above - referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16 -068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The tenn of this Agreement may be extended for a single (1) one -year period upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire tenn of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF 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 25H- 278 Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate, Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation hnsurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in fall force and effect for the entire period covered by this Agreement, (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured endorsement. 25H -279 f. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured . and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement, Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to and shall indemnify, defend, and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligence or willful misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement, 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 terns o£, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Contractor's indemnification obligations in this section shall survive expiration of this Agreement. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United. States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Contractor under this Agreement. 10. CONFORMITY WIT1H LAW AND SAFETY In performing any services under this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes, and regulations of governmental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over the scope of services, including all provisions of the California Occupational Safety and Health Act. Contractor shall indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and regulations. 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a 25H-'280 minimum period of three (3) years, or for any longer period required bylaw, 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 farther agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor an obligation of confidentiality; (d) is required, to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City, 13. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with the performance of services specified under this Agreement, 14. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P,O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: Brad. Hadley, Sergeant UASI Grant Coordinator Homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 25Ff 281 To Contractor: Hoertsch Training and Consulting LLC 5150 Fair Oaks Blvd # 353 Carmichael, CA 95608 A party may change its address by giving notice in writing to the other party, Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above, If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 15. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the 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 terns and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 17. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifics. 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; 25W282 Ell As a condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 19. NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties fiuther agree that Orange County, California, shall be the venue for any action or proceeding that maybe brought or arise out of, in connection with or by reason of this Agreement. 21. PROFESSIONAL LICENSES Contractor shall, throughout the tern 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. CERTIFICATIONS a. Debarment and Suspension. Contractor will comply, and- all its subcontractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and codified in 2 CFR Part 200. b. Section 504 of the Rehabilitation Act of 1973. Alt recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified disabled person shall, solely by reason of disability be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. Contractor agrees it will ensure that requirements of The Act shall be included in any agreements with and be binding on all of its subcontractors, assignees, or successors. C. Americans with Disabilities Act of 1990 (ADA). Contractor must comply with all 25H7283 requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. d. Lobbying and Political Activity. None of the fiords, materials, property, or services provided directly or indirectly under this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act". e. Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et seq., and agrees that none of the funds provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. f Contractor will comply, and all its subcontractors will comply, with all requirements of the Byrd Anti - Lobbying Amendment (31 U.S.C. 1352), as applicable. g. Non - Discrimination and Equal Opportunity. Contractor will comply, and all its subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non - Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Contractor makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against Contractor, Contractor will forward a copy of the findings to City, which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. h. Contractor will comply, and all its subcontractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment — Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. i. Contractor will comply, and all its subcontractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and 911 its subcontractors will comply, with all requirements of the Copeland "Anti - Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. k. Contractor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a -7) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C. 327 -330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 25H-284 in. Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part 15), as applicable. n, Contractor will comply, and all its subcontractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94 -163, 89 Stat. 871), (53 FR 8078, 8087, Mar, 11, 1988, as amended at 60 FR 19639, 19645, Apr, 19, 1995), as applicable, o. Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable, P. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable. q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or Linder this Agreement. However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty -free, non - exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and /or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the Contractor purchases ownership with support through this grant. The Federal govenunent's, SAA's and City's rights identified above most be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Maria D. IIuizar Cleric of the Council David Cavazos City Manager 25FF -285 APPROVED AS TO FORM: SONIA R. CARVALHO CONTRACTOR: City Attorney By: 0 4 ice,_ John 0. Funk Name: Assistant City Attorney Title: RECOMMENDED FOR APPROVAL: Carlos Rojas, Chief of Police Police Department 25W1 86 EXHIBIT A List of Training /Classes and Exercises TRAINING Contractor: Hoer5teh Train ng Consulting (HTAC) Discipline Codes: Low Enforcement= LE, Fire= F, Emergency Medical Services= EMS, Emergency Management - EM, Public Health= PH, Other Discipline= OD Course Title Description Discipline Total Course Cost (Estimated) * *NotAppllcable -Exercise services not proposed by Contractor Course Is designed to educate attendees on all aspects of ALPR Automated License Plate Reader (ALPR) technology, Training relates to all faucets of law enforcement from the Technology & Procedures intelligence analyst, the ALPR administrator to the operator deploying LE, F, PH $5,000.00 the ALPR equipment. EXERCISES A) Discussion -Based Exercises - focus on strategic, policy- oriented issues; facilitators and /or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives. ( *Note: Estimated castsore example costs only and depict a range that an exercise may fall within. Actual costs can vary and isdepeadent on the size, scope, and variables Involved with a particular exercise) Exercise Type Description Variables Range of Cost (Estimated) * *NotAppllcable -Exercise services not proposed by Contractor B) Operation -Based Exercises - used to validate plans, policies, agreements, and procedures; clarify roles and responsibilities; and Identify resource gaps. Exercises are characterized by actual reaction to an exercise scenarlo, such as initiating communications or mobilizing personnel and resources. ( *Note: Estimated casts are example costs only and depict a range that an exercise may fall within. Actual costs can vary and Is dependent an the size, scope, and variables Involved with a particular exercise) Exercise Type Description Variables Range of Cost (Estimated " *Not Flpplicable - Exercise services not proposed by Contractor Page 1 of 1 25H -287 3.0 3.1 SECTION m EXHIBIT B TECHNICAL SPECIFICATIONS REQUIREMENTS The specific requirements of the RFQ have been listed in two sections to allow proposers to respond to either, the training courses component, the exercise component, or both, There is no requirement the Proposer must respond to both components of the RFQ. TRAINING COURSES 1. The ASAUA requires training courses in the following specific disciplines: a. Law Enforcement /Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct training courses at various locations /venues within the ASAUA. 3. The Proposer shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. 4. The Proposer shall prepare and present specified training courses, Course material shall be available at the time the training is provided for each of the training courses the proposer has outlined in their proposal. 5. All training courses presented must meet state and federal guidelines and be approved by Cal OES and DH$ for reimbursement under the Homeland Security Grant Program prior to delivery. Refer to the Cal OES website at: httn:! /www.calces.ca.gov /cal -oes- divisions /califarnia• specialized - training - institute 25H -288 and the DHS website at: RrQ No, 16 -068 Page 14 hftgs : / /www.fema.,qov /training for further information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from FEMA /Cal OES prior to delivery of the course. The EHP approval is location specific and if an EHP approval is required, one must be obtained for each location where the course is delivered. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus and /or written curriculum. 8. The Proposer shall collect written survey comments /course evaluations 'from participants at the conclusion of every course offered. Survey /course evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers. 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10. Proposer shall provide and assign high quality instructors on a consistent basis to deliver the specified courses. 11. All instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and following objectives for each class, completing training as described, and utilizing training aids such as audio /visual systems. e RF4 No, 16 -068 25H -289 Page 15 12. The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints, 13. The Proposer will be paid for time, materials and for services rendered. Training days are generally eight (8) hours long, e.g. 8AM -5PM, including a one (1) hour lunch. The schedule should include regular breaks on a 50/10 break ratio — for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum. 14. Training venues may be provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 15. All Proposer developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to delivery. It is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 16. The anticipated start date of this agreement is Fall of 2015. Usage under this agreement will begin at this time. 17. Depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved. It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval. The City shall not be billed for any costs associated with obtaining these certifications and approvals. Rr-Q No. 16 -068 Page 16 25H -290 18. A list of "approved" courses is available from Cal DES at www,caloes.ca.gov and a list of Federal Emergency Management Agency (FEMA) approved classes is available at www.fema.qov /training 19. Proposers are responsible for providing all course materials and delivering it to the site(s) of all training. 20. Proposer will work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21. When required, Proposer must obtain the applicable certifications for developed courses before training begins. The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 22. Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state and /or federal certification. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 23. Proposer may not charge the City for materials brought to the class that are not utilized. 24. Proposers may be selected to provide training based on their expertise within a specific discipline. RFQ No. 16 -068 25H -291 Page 17 25. Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 26. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider on their proposed training courses whenever the need arises. 3.1.1 DELIVERABLES /REPORTS FOR TRAINING COURSES 1. Course Surveys / Evaluations a. The course surveys / evaluations results will be tabulated and scored by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. b. Completed course survey /evaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 2. Proposer must provide course flyers for all training courses to be delivered by Proposer. 3. Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered. 25H -292 RFQ No. 16 -068 Page 18 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 3.1.2 QUANTITIES FOR TRAINING COURSES 1. Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.1,3 PRICING FOR TRAINING COURSES 1. All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only. Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ. 2. 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. 3. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each training course. The price quoted for each training course 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, RFQ No. 16 -068 25H -293 Page 19 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. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City, S. 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. g. 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. 3.1.4 AWARD FOR TRAINING COURSES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. RFQ No. 16 -068 Page 20 25H -294 3. The City has the right to decline to award an agreement or any part thereof for any reason, 4. City Council approval to award an Agreement pursuant to this RFQ will be required. 5. Any agreement must be negotiated, finalized, and approved by the recommend vendor prior to City Council approval. 6. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.1.5 METHOD OF ORDERING TRAINING COURSES 1. As training is required, solicitations in the form of firm price quotations will be requested from the vendors with which the City has an Agreement, 2. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 3. Price quotations will be reviewed and vendors will be selected by the UASI Grant Office, Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer. 4. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. 5. POs and payments for service will be issued only in the name of the Proposer. 6. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 7. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. RFQ No. 16 -068 25H -295 Page 21 3.1.6 INVOICING FOR TRAINING COURSES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. 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, 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City shall notify Proposer of any adjustments required to invoices. 5. Invoices shall have City PO number, invoice number, agreement number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. 6, Proposer shall utilize standardized invoices upon request. 7. Invoices shall only be issued by the vendor who is awarded an agreement. 3.1.7 ACCOUNT MANAGER /SUPPORT STAFF FOR TRAINING COURSES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. RFQ No. 16 -068 Page 22 25H -296 2. 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. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. 3.2 EXERCISES 1. The ASAUA requires seminars, workshops, tabletops, drills, functional, and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct seminars, workshops, tabletops, drills, functional, and full -scale exercises at various locations /venues within the ASAUA. All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery, It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 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. RFq No. 16 -068 25H-297 Page 23 4. When conducting seminars, workshops, tabletops, drills, functional and full -scale exercises the Proposer shall provide all required exercise consumables, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. 5. Proposer 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. Proposer 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. The Proposer and all of their exercise personnel shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge 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. Proposer must be able to secure exercise sites at any of the jurisdictions within the ASAUA. 9. Proposers are responsible for providing exercise materials and delivering it to the site(s) of all seminars, workshops, tabletops, drills, functional and full -scale exercises. 10. Proposer may not charge the City for materials brought to the seminars, workshops, tabletops, drills, functional, and full -scale exercises that are not utilized. 11. Proposers may be selected to provide seminars, workshops, tabletops, drills, functional, and full -scale exercises based on their expertise and experience within a specific discipline. e Q RFQ No. 16 -068 25H -298 Page 24 12. Proposers shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 13. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA before delivery of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 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 Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3.2.1 QUALIFICATIONS — HOMELAND SECURITY EXERCISE EXPERIENCE The following elements outline the type of experience and expertise proposers should possess related to the development and delivery of seminars, workshops, tabletops, drills, functional and full -scale exercises. Proposers will document their experience and expertise in Attachment D — Proposal Response Packet. The ASAUA requires seminars, workshops, tabletops, drills, functional and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. Proposer should be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full- scale exercises. Rf Q No. 16 -068 25H -299 Page 25 3. Proposer should have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full -scale exercises in accordance with HEESP guidelines. 4. Proposer should have staff that is experienced and proficient in conducting seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. 5. Proposer should have staff that is experienced and proficient in providing training to and coordinating exercise evaluators, controllers, and Simulation Cell operators. 3.2.2 DELIVERABLES / REPORTS FOR EXERCISES 1. Exercise Documents a. Proposer shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. These documents should include, but not be limited to; Exercise Plan, Controller /Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc. 2. Proposer will provide rosters, sign -in sheets, and presentation materials for all planning meetings conducted in support of all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the planning activity. 3. Proposer will provide rosters and sign -in sheets for all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the exercise activity. 4. Proposer will complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full -scale exercises. Copies of these AARs will be provided to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. RFq No. 16 -068 25H -300 Page 26 5. Proposer will 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 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer will upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans into HSEEP within 60 days of completing any exercise activity. 3.2.3 QUANTITIES FOR EXERCISES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.2.4 PRICING FOR EXERCISES 1. All price quotes offered during an informal request for quote process will remain firm for the term of the resulting PO under the Agreement. 2. 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. 3. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. 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. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No. 16058 25H-301 Page 27 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. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. S. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. 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. 3.2.5 AWARD FOR EXERCISES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award to a single or multiple proposers. RFQ No. 16 -068 Page 28 25H -302 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement will be required. 5. The Master Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior to City Council approval. 6. Final Master Agreement terms and conditions will be negotiated with the selected vendors. 7. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.2.6 METHOD OF ORDERING FOR EXERCISES 1. As an exercise is required, solicitations in the form of a firm price quotation will be requested from the vendors. 2. 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 ASAUA Grant Office. 3. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 4. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer(s). 5. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. RFQ No, 16.068 25H -303 Page 29 6. POs and payments for service will he issued only in the name of the Proposer. 7. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 8. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. 3.2.7 INVOICING FOR EXERCISES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. 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. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M• -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. 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. 5. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall contain Agreement number, City PO number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. RRQ No. 16 -068 25H-304 Page 80 7. Proposer shall utilize standardized Invoice upon request. 8. Invoices shall only be issued by the Proposer who is awarded an agreement. 9. Payments will be issued to and invoices must be received from the same Proposer whose name is specified on the POs. 3.2.8 ACCOUNT MANAGER/ SUPPORT STAFF FOR EXERCISES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. 2. 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. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4, Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. RFQ No. 16 -068 25H -305 Page 31 25H -306 AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS- NEEDED BASIS THIS AGREEMENT is made and entered into this 16th day of August, 2016 by and between HWC ( "Contractor "), and the City of Santa Ana, a chatter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City "). RECITALS A. On June 6, 2016, the Santa Ana Police Department ( "SAPD ") issued Request for Qualifications No, 16 -068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security - related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management. B, These courses are in support of the Anaheim/Santa Ana Urban Area ( "ASAUA ") Homeland Security Regional Training and Exercise Program and will be funded by a grant awarded to the City by the United States Department of Homeland Security's Urban Areas Security Initiative ( "UASI ") and administered by SAPD. The ASAUA consists of the incorporated cities in Orange County and the police departments of the University of California, Irvine, and California State University, Fullerton. C. Through SAPD, the training and exercise programs will be made available to agencies in the ASAUA on an as- needed basis to enhance domestic preparedness for acts of terrorism. D. Contractor submitted a responsive proposal that was among those selected by the City. E. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any senvioes 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 teens and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an as- needed basis, and at the sole discretion of City, Contractor shall conduct the training and /or exercise programs described in Exhibit A to this Agreement, Contractor's proposal is incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply with the technical specifications provided in Section III of RFQ No. 16 -068, which are incorporated by reference and attached as Exhibit B. 2. CHANGE ORDERS 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 25HL-307 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. 3. COMPENSATION a. City neither warrants nor guarantees any minimum or maximiun compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above - referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16 -068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The tenn of this Agreement may be extended for a single (1) one -year period upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire tenn of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF 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 25H- 308 Agreement shall be at City's sole risk. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its o£fzcers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self - insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate, C. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured endorsement. 25H -309 If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to and shall indemnify, defend, and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injuuy, including death, and claims for property damage, which may arise from the negligence or willful misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify; hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Contractor's indemnification obligations in this section shall survive expiration of this Agreement. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained hr the work product or documents provided or used by Contractor under this Agreement, 10, CONFORMITY WITH LAW AND SAFETY In performing any services under this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes, and regulations of governmental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over the scope of services, including all provisions of the California, Occupational Safety and Health Act. Contractor shall indemnify, defend, and hold harmless City from any aid all liability, fines, penalties, and consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and regulations. 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a 25H ='310 minimun period of three (3) years, or for any longer period required bylaw, 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, docruments, 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 infonnation 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 infonmation 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 rightfal possession of the Contractor an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 13, CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with the performance of services specified under this Agreement. 14. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City; Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 7t4- 647 -6956 With courtesy copies to: Brad Hadley, Sergeant UASI Grant Coordinator Homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 25H -311 To Contractor: IIWC 1100 New York Ave NW ##250W Washington, DC 20005 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, commumication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -:four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 15. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail, This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor, The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement aclmowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 17. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy, No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 1s. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice oftennination. 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: 25H-'312 a. Asa condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 19. NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and. enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties fiuther agree that Orange County, California, shall be the venue for any action or proceeding that maybe 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. CERTIFICATIONS a, Debarment and Suspension. Contractor will comply, and all its subcontractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and codified in 2 CFR Part 200. b. Section 504 of the Rehabilitation Act of 1973. All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified disabled person shall, solely by reason of disability be excluded fiom the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in anyprogram or activity that receives or benefits from federal financial assistance. Contractor agrees it will ensure that requirements of The Act shall be included in any agreements with and be binding on all of its subcontractors, assignees, or successors. C. Americans with Disabilities Act of 1990 (ADA). Contractor must oomply with all 25Hz313 requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. d. Lobbying and Political Activity. None of the funds, materials, property, or services provided directly or indirectly under this Agreement shall be used for any partisan political activity, or to farther the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act ". C. Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and laws, including those found in United. States Code Title 31, § 1352, et seq., and agrees that none of the funds provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. f Contractor will comply, and all its subcontractors will comply, with all requirements of the Byrd Anti- Lobbying Amendment (31 U.S.C. 1352), as applicable. g. Nan - Discrimination and Equal Opportunity. Contractor will comply, and all its subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title 11 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 CPR Part 42, Subparts C, D, E, and C; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State conut, Federal or State administrative agency, or the Contractor makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against Contractor, Contractor will forward a copy of the findings to City, which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. h. Contractor will comply, and all its subcontractors will comply, with all requirements of the .Executive Order 11246 of September 24, 1965, entitled "Equal Employment— Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. i. Contractor will comply, and all its subcontractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and all its subcontractors will comply, with all requirements of the Copeland "Anti - Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. k. Contactor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a -7) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contact Work and Safety Standard's Act (40 U.S.C. 327 -330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 25W314 in. Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S,C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part 15), as applicable. n, Contractor will comply, and all its subcontractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94 -163, 89 Stat. 871), (53 FR 8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable. o. Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable, P. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable. q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty -free, non - exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and/or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the Contractor purchases ownership with support through this grant. The Federal government's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form roust ensure the preservation of these rights, 23. MISCELLANEOUS PROVISIONS a.. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written, ATTEST: CITY OF SANTA ANA Maria D. Huizar Clerk of the Council David Cavazos City Manager 25H9-315 APPROVED AS TO FORM: SONIA R. CARVALHO CONTRACTOR: City Attorney By: ,.. 9vtz- ", Jolm Punk Assistant City Attorney RECOMMENDED FOR APPROVAL: Carlos Rojas, Chief of Police Police Deparhirent Name: Title: 25H -`316 EXHIBIT A List of Training /Classes and Exercises TRAINING Contractor: Hassett and Willis Associates, LLC *Discipline Codes: Low Enforcement= LE, Fire =F, Emergency Medical Services = EMS, Emergency Management = EM, Public Health = PH, Other Discipline = DO Course Title Description Discipline Total Course COSt Seminars generally orient participants to, or provide an overview of, (Estimated authorities, strategies, plans, policies, procedures, protocols, resources, Participants (N), * *NotApplicable - Training Courses not proposed by Contractor Seminar concepts, and Ideas. Seminars can be valuable for entities that are EXERCISES A) Discussion -Based Exercises - focus on strategic, policy- oriented issues, facilitators and /or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives. ( *Note: Estimated costs are example casts only and depict a range that an exercise mayfall within. Aetualcosts can vary and is dependent on the size, scope, and variables involved with a particular exercise) Exercise Type Description Variables Range of Cost (Estimated) Seminars generally orient participants to, or provide an overview of, authorities, strategies, plans, policies, procedures, protocols, resources, Participants (N), Seminar concepts, and Ideas. Seminars can be valuable for entities that are Facilitation, Hours, $5,000- $25,000 developingor making major changes to existing plans or procedures. Materials, Location Although similar to seminars, workshops differ in two Important aspects: 1. participant interaction is Increased, and 2, focus is placed on achieving participants (f«), is Workshop or building a product. To be effective, worshops should have clearly Poe ion, Hours , $8,000 - $35,000 defined objectives, products, or goals, and should Focus on a specific Materials, Location, Plans issue. Page 1 of 3 25H -317 T&etop Exercises (TTX) are intended to generate discussion of various issues regarding a hypothetical simulated emergency. They can be used to enhance general awareness, validate plans and procedures, rehearse concepts, and /or assess the types of systems needed to guide the prevention of, protection from, mitigation of, response to, and recovery from a defined Incident. The effectiveness of a TTX is derived from the energetic Involvement of participants and their assessment of recommended revisions to current policies, procedures, and plans; therefore facilitation Is critical to keeping participants focused on exercise objectives. Contractor: Hassett and Willis Associates, LLC Particfpants (H), Facilitation, Hours, Materials, Location, $25,000- $50,000 Reporting /Plans B) Operation -Based Exercises - used to validate plans, policies, agreements, and procedures; clarify roles and responsibilities; and Identify resource gaps. Exercises are characterized by actual reaction to an exercise scenario, such as Initiating communications or mobilizing personnel and resources, (-Note: Estimated casts are example costs only and depict a range that an exercise may fall within. Actual costs can vary and Is dependent on the size, scope, and variables Involved with a particular exercise) Exercise Type Description Variables Range of Cost (Estimated) Preparation, Planning Meetings, A drill is a coordinated, supervised activity usually employed to validate a Participants (it), specific function or capability in a single agency or organization. Drills are Facllltatlon, Hours, commonly used to provide training on new equipment, validate. Materials, Site /Mgt. Drill procedures, or practice and maintain current skills, Foreverydrill, Locations, $30,000 - $75,000 clearly defined plans, procedures, and protocols need to be in place. Reporting /Plans, Personnel need to be familiar with those plans and trained in the Travel & Expenses, processes and procedures to be drilled, Moulage, Media, Volunteer Coordination Page 2 of 3 25H -318 Contractor: Hassett and Willis Associates, LLC Page 3 of 3 25H -319 Functional Exercises (FE) are designed to validate and evaluate Preparation, Capabilities, multiple functions and /or sub - functions, or Interdependent Planning Meetings, groups of functions. FEs are typically focused on exercising plans, Participants Functional policies, procedures, and staff members Involved in management, our Hours, Faterials, $55,000 - $100,000 direction, command, and control functions. An FE isconducted Ina Si Materials, Site /Mgt. realistic, real -time environment; however, movement of personnel and Locations, equipment Is usually simulated Reporting/Plans, Travel & Expenses Full -Scale Exercises (FSE) are typicallythe most complex and resource- Preparation, intensive type of exercise. They involve multiple agencies, organizations, Planning Meetings, andjurisdictions and valldate many facets of preparedness, FSEs often Participants (4), include many players operating under cooperative systems such as the Facilitation, Hours, full Incident Command System (ICS) or Unified Command. in an FSE, events Materials, Site /Mgt. -Scale are projected through an exercise scenario with event updates that drive locations, $75,000- $150,000 activity at the operational level. FSES are usually conducted in a real- Reporting /plans, time, stressful environment that is intended to mirror a real incident. Travel &Expenses, Throughout the duration of the exercise, many activities occur Moulage, Media, simultaneously. Volunteer Coordination Page 3 of 3 25H -319 SECTION III EXHIBIT B TECHNICAL SPECIFICATIONS 10 REQUIREMENTS The specific requirements of the RFQ have been listed in two sections to allow proposers to respond to either, the training courses component, the exercise component, or both, There is no requirement the Proposer must respond to both components of the RFQ. 3.1 TRAINING COURSES 1. The ASAUA requires training courses In the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct training courses at various locations /venues within the ASAUA. 3. The Proposer shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. 4. The Proposer shall prepare and present specified training courses. Course material shall be available at the time the training is provided for each of the training courses the proposer has outlined in their proposal. 6. All training courses presented must meet state and federal guidelines and be approved by Cal OES and DHS for reimbursement under the Homeland Security Grant Program prior to delivery. Refer to the Cal OES website at: htti): / /www.caloes.ca,gov /cal -oes- divisions /california- specialized- traininrninstitute and the DHS website at: RFQ No, 15.069 Page 14 25H -320 httos: / /www.fama.gov /training for further information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from FEMA/Cal QES prior to delivery of the course. The EHP approval is location specific and if an EHP approval is required, one must be obtained for each location where the course is delivered. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus and /or written curriculum. 8. The Proposer shall collect written survey comments /course evaluations from participants at the conclusion of every course offered. Survey /course evaluations will be conducted In a manner specified by the City. A standardized course survey form will be provided to the successful proposers. 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10. Proposer shall provide and assign high quality instructors on a consistent basis to deliver the specified courses. 11. All instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and following objectives for each class, completing training as described, and utilizing training aids such as audio /visual systems. RFQ No 16 -068 25H -321 Page 15 12. The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 13. The Proposer will be paid for time, materials and for services rendered. Training days are generally eight (8) hours long, e.g. 8AM -5PM, including a one (1) hour lunch, The schedule should include regular breaks on a 50/10 break ratio — for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum. 14. Training venues may be provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 15. All Proposer developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to delivery. It is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 16. The anticipated start date of this agreement is Fall of 2016. Usage under this agreement will begin at this time. 17. Depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved. It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval. The City shall not be billed for any costs associated with obtaining these certifications and approvals. RFQ No. 16 -068 25H -322 Page 16 18. A list of "approved" courses is available from Cal OES at www.caloes.ca gov and a list of Federal Emergency Management Agency (FEMA) approved classes is available at www.fama.gov /training 19. Proposers are responsible for providing all course materials and delivering it to the site(s) of all training. 20. Proposer will work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21. When required, Proposer must obtain the applicable certifications for developed courses before training begins. The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 22. Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state and /or federal certification. Tile ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 23. Proposer may not charge the City for materials brought to the class that are not utilized. 24. Proposers may be selected to provide training based on their expertise within a specific discipline. RFQ Nc. 16 -068 25H -323 Page 17 25. Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 25. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider on their proposed training courses whenever the need arises. 3.1.1 DELIVERABLES /REPORTS FOR TRAINING COURSES 1. Course Surveys / Evaluations a. The course surveys / evaluations results will be tabulated and scored by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. b. Completed course survey /evaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 2. Proposer must provide course flyers for all training courses to be delivered by Proposer. 3. Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered. RFQ No. 16 -068 25H -324 Page 18 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 3.1.2 QUANTITIES FOR TRAINING COURSES t. Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.1.3 PRICING FOR TRAINING COURSES 1 2 3 4 5 All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only. Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ. 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. All prices are to be F.O,B, destination included. Any freight /delivery charges are to be Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each training course. The price quoted for each training course 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, RFQ No, 16 -068 25H -325 Page 1.9 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. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. B. 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. 9. 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. 3.1A AWARD FOR TRAINING COURSES 1, The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive Informalities and minor irregularities in responses received, and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. RFQ No. 16 -068 25H -326 Page 20 3. The City has the right to decline to award an agreement or any part thereof for any reason, 4. City Council approval to award an Agreement pursuant to this RFQ will be required. 5. Any agreement must be negotiated, finalized, and approved by the recommend vendor prior to City Council approval. 6. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.1.5 METHOD OF ORDERING TRAINING COURSES 1, As training is required, solicitations in the form of firm price quotations will be requested from the vendors with which the City has an Agreement. 2. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 3, Price quotations will be reviewed and vendors will be selected by the UASI Grant Office. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer. 4. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. 5. POs and payments for service will be issued only in the name of the Proposer. 6. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 7. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. RFQ No. 16 -068 25H -327 Page 21 3.1.6 INVOICING FOR TRAINING COURSES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. 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. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City shall notify Proposer of any adjustments required to invoices. 5. Invoices shall have City PO number, invoice number, agreement number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. 6. Proposer shall utilize standardized invoices upon request. 7. Invoices shall only be issued by the vendor who is awarded an agreement. 3.1.7 ACCOUNT MANAGER/ SUPPORT STAFF FOR TRAINING COURSES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. RFQ No. 16 -068 25H -328 Page 22 3.2 2. 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, 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. EXERCISES 1, The ASAUA requires seminars, workshops, tabletops, drills, functional, and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct seminars, workshops, tabletops, drills, functional, and full -scale exercises at various locations /venues within the ASAUA. All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 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. 25H -329 RPq No. 16 -068 Page 23 4. When conducting seminars, workshops, tabletops, drills, functional and full -scale exercises the Proposer shall provide all required exercise consumables, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. 5. Proposer 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. 0. Proposer 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. The Proposer and all of their exercise personnel shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge 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. Proposer must be able to secure exercise sites at any of the jurisdictions within the ASAUA. 9. Proposers are responsible for providing exercise materials and delivering it to the site(s) of all seminars, workshops, tabletops, drills, functional and full -scale exercises. 10. Proposer may not charge the City for materials brought to the seminars, workshops, tabletops, drills, functional, and full -scale exercises that are not utilized. 11. Proposers may be selected to provide seminars, workshops, tabletops, drills, functional, and full -scale exercises based on their expertise and experience within a specific discipline. RFQ No, 16 -068 25H -330 `age 24 12. Proposers shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 13. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA before delivery of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 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 Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3.2.1 QUALIFICATIONS —HOMELAND SECURITY EXERCISE EXPERIENCE The following elements outline the type of experience and expertise proposers should possess related to the development and delivery of seminars, workshops, tabletops, drills, functional and full -scale exercises. Proposers will document their experience and expertise in Attachment D — Proposal Response Packet. The ASAUA requires seminars, workshops, tabletops, drills, functional and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. Proposer should be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full- scale exercises. RFQ No, 16 -068 25H -331 Rage 25 3. Proposer should have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full -scale exercises in accordance with HEESP guidelines. 4. Proposer should have staff that is experienced and proficient in conducting seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. 5. Proposer should have staff that is experienced and proficient in providing training to and coordinating exercise evaluators, controllers, and Simulation Cell operators. 3.2.2 DELIVERABLES / REPORTS FOR EXERCISES 1, Exercise Documents a. Proposer shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. These documents should include, but not be limited to: Exercise Plan, Controller /Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc. 2. Proposer will provide rosters, sign -in sheets, and presentation materials for all planning meetings conducted in support of all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the planning activity. 3. Proposer will provide rosters and sign -in sheets for all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the exercise activity. 4. Proposer will complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full -scale exercises. Copies of these AARs will be provided to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. RFQ No. 16 -068 25H -332 Page 26 5. Proposer will 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 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. B. Proposer will upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans into HSEEP within 60 days of completing any exercise activity. 3.23 QUANTITIES FOR EXERCISES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.2.4 PRICING FOR EXERCISES 1. All price quotes offered during an informal request for quote process will remain firm for the term of the resulting PO under the Agreement. 2. 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. 3. All prices are to be F.O.B. destination. Any freight /delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each seminar, workshop, tabletop, drill, functional, and full -scale exercise. The Brice 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. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No. 16 -068 25H -333 Page 27 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. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. 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. 3.2.5 AWARD FOR EXERCISES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and Immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award to a single or multiple proposers. RFQ No 16 -068 25H -334 Page 28 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement will be required. 5. The Master Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior to City Council approval. 6. Final Master Agreement terms and conditions will be negotiated with the selected vendors. 7. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 8.2.6 METHOD OF ORDERING FOR EXERCISES 1. As an exercise is required, solicitations in the form of a firm price quotation will be requested from the vendors. 2. 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 ASAUA Grant Office, 3. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 4. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer(s). 5. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. RFQ No. 16 -068 25H -335 Page 29 6. POs and payments for service will be issued only in the name of the Proposer, 7. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 8. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. 3.2.7 INVOICING FOR EXERCISES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. 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. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.Q. Box 1981 Santa Ana, CA 92701 4. 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. 5. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall contain Agreement number, City PO number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. RFQ No, 16.068 25H -336 Page 30 7. Proposer shall utilize standardized invoice upon request. 8. Invoices shall only be issued by the Proposer who is awarded an agreement. g. Payments will be issued to and invoices must be received from the same Proposer whose name is specified on the POs. 3,2.8 ACCOUNT MANAGER/ SUPPORT STAFF FOR EXERCISES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. 2. 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. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. RFQ No. 16 -068 25H -337 Page 31 25H -338 AGREEMENT TO PROVIDE TRAINING COURSES AND FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS- NEEDED BASIS THIS AGREEMENT is made and entered into this 16th day of August, 2016 by and between Knowledge acrd Intelligence Program Professionals, Inc. ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City"). RECITALS A. On June 6, 2016, the Santa Ana Police Department ( "SAPD ") issued Request for Qualifications No. 16 -068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security - related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management, B. These courses are in support of the Anaheim /Santa Ana Urban Area ( "ASAUA ") Homeland Security Regional Training and Exercise Program and will be funded by a grant awarded to the City by the United States Departrrnent of Homeland Security's Urban Areas Security Initiative ( "UASI ") and administered by SAPD. The ASAUA consists of the incorporated cities in Orange County and the police departments of the University of California, Irvine, and California State University, Fullerton, C. Through SAPD, the training and exercise programs will be made available to agencies in the ASAUA on an as-needed basis to enhance domestic preparedness for acts of terrorism. D. Contractor submitted a responsive proposal that was among those selected by the City. E. In undertaking the performance of this Agreement, Contractor represents that it is lmowledgeable 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: SCOPE OF SERVICES On an as- needed basis, and at the sole discretion of City, Contractor shall conduct the training and /or exercise programs described in Exhibit A to this Agreement. Contractor's proposal is incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply with the technical specifications provided in Section III of RFQ No. 16 -068, which are incorporated by reference and attached as Exhibit B. CHANGE ORDERS 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- 25HL339 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. 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 (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above - referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16 -068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The term of this Agreement may be extended for a single (1) one -year period upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer- employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF 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 b the Cit . City shall not be limited in any way in its use of 20 2346 the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk, 7. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be Ihnited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self- insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles, C. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured 25W341 endorsement. f. If Contractor fails or refiiscs to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Contractor's light to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnity the City for any work. performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to and shall indemnify, defend, and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligence or willfirl misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. 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 hr this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal. injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Contractor's indemnification obligations in this section shall survive expiration of this Agreement, 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Contractor under this Agreement. 10. CONFORMITY WITH LAW AND SAFETY In performing any services under this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes, and regulations of governmental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over the scope of services, including all provisions of the California Occupational Safety and Health Act. Contractor shall indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and regulations. 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred 25H-'342 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 bylaw, 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 an obligation of confidentiality, (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City, 13. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any mariner with the performance of services specified under this Agreement. 14. NOTICE Any notice, tender, demand, delivery, or other communication pursuant. to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1.988 Fax 714- 647 -6956 With courtesy copies to: Brad Hadley, Sergeant UASI Grant Coordinator homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 25W343 To Contractor: Knowledge and Intelligence Program Professionals, Inc. 3605 Long Beach Blvd,, Suite 400 Long Beach, CA 90807 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 15. EXC1LUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attaclnnents 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 aelcnowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 17. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deerned a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination, In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: 25H `344 a. As a condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 19, NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement, Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that maybe 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, pen-nits, 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. CERTIFICATIONS a. Debarment and Suspension. Contractor will comply, and all its subcontractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and codified in 2 CFR Part 200. b. Section 504 of the Rehabilitation Art of 1973. All recipients of federal fiulds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified disabled person shall, solely by reason of disability be excluded from the participation in, be denied the benefits of or be siibj ect to discrimination, including discrimination in employment, in any prograin or activity that receives or benefits from federal financial assistance. Contractor agrees it will ensure that requirements of The Act shall be included in any agreements with and be binding on all of its subcontractors, assignees, or successors. C. Americans with Disabilities Act of 1990 (ADA), Contractor must comply with all 25H-345 requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable d. Lobbying and Political Activity. None of Cie funds, materials, property, or services provided directly or indirectly under this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act ", e. Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et seq,, and agrees that none of the funds provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. £ Contractor will comply, and all its subcontractors will comply, with all requirements of the Byrd Anti - Lobbying Amendment (31 U.S.C. 1352), as applicable. g. Non - Discrimination and Equal Opportunity. Contractor will comply, and all its subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title Il 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 Vll of the Civil Rights Act of 1968, as amended; Department of Justice Non- Disorimina.tion Regulations, 28 CFR Part 42, Subparts C, D, E, and Cr; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Contractor makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against Contractor, Contractor will forward a copy of the findings to City, which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. h. Contractor will comply, and all its subcontractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment—Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. i. Contractor will comply, and all its subcontractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and all its subcontractors will comply, with all requirements of the Copeland "Anti - Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. k. Contractor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a -7) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C. 327 -330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 25H-'346 m. Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part 15), as applicable. n. Contractor will comply, and all its subcontractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94 -163, 89 Stat. 871), (53 FR 8078, 8087, Mar, 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable. o. Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. P. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable. q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty -free, non - exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and /or City purpose; (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the Contractor purchases ownership with support through this grant. The Federal government's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terns 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 SANTA ANA Maria D. Huizar Clerk of the Council David Cavazos City Manager 25F P -347 APPROVED As TO FORM: SONIA R. CARVALHO CONTRACTOR: City Attorney By: YV ' John M. Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Carlos Rojas, Chief of Police Police Department Name: Title: 25H!348 EXHISIT A List of Training /Classes and Exercises TRAINING Vendor: Knowledge Intelligence Program Professionals Discipline Codes: Law Enforcement = LE, Fire = F, Emergency Medical Services = EMS, Emergency Management = EM, Public Health = PH, Other Discipline = 00 Course Title Description Discipline Total Course Cost Estimated State Threat Assessment System (STAS) Reviews and explains relevant federal and state laws and case history Legal Course (28 CFR) governing the operation of fusion centers. LE, OD $4,600.00 Specifically addresses the fundamentals of behavioral threat assessment, Behavioral Threat Assessment: Preventing including a discussion of targeted violence. This course will also address the Active Shooter the "threat calculus" of violence risk and the warning behaviors LE, F, OD $7,000.00 associated with individuals who are on the "pathway to violence" and Intend to carry out a violent attack. Countering Violent Extremism: Fusion Provides knowledge and tools necessary to effectively communicate and Center Outreach and Liaison Course otherwise engage with their regional fusion center(s). LE, Ely, M, PH, OD $11,200A0 Consists of four modules that will provide students with the requisite knowledge to recognize common cyber security risks and attacks. In Cyber Security addition, the course will provide students with specific actionable L¢, F, OD $5,900.00 knowledge to help them conform to best practices In achieving defense in depth at both home and In the workplace. Examining the science, tools and techniques necessary to approach and Human Engineering g g ultimately elicit rapport, trust, and cooperation from any individual. LE, F $7,500.00 Case studies and practical experiential exercises will be presented with specific emphasis on the social psychology of Influence. Teaches proven techniques and advanced approaches for collecting Human Skills Course: Elicitation, Deception relevant, accurate, and validated Information using interpersonal and Interviewing Interaction with human sources in support of Investigations and LE, F, OD 7,OOOA0 intelligence operations. Page 1 of 6 25H -349 Vendor: Knowledge Incelllgence Program Pimfosslonals Page 2 of 5 25H -350 Entry level awareness overview will aid students in establishing a Severe Forms of Human Trafficking regional culture of resources and response. strategies to Human Awareness and Indicators Trafficking situations, as well as application of victims' rights when an HT LE, F, OD 8,500.00 victim is refusing, or not requesting services and help. Provides Important vetted private industry stakeholders with the Infrastructure Unison Officer (II.0) knowledge and tools necessary to effectively communicate and LE, F, OD 4,850.00 otherwise engage with their regional fusion center(s). Enhancing the participant's understanding of Iran as an emerging Iran- Hlzbullah: The Emergence of Iranian regional power and the terrorist group Hlzabullah as its surrogate force Power projection capabllity and the threats and potential threats they LE, F, OD 7,000.00 Individually and together pose to the United States. Examining in -depth the theories, tools and techniques involved with Individual online radicalization. Case studies and practical experiential Online Radicallzatlon: Theory and Practice exercises will be presented with articulate emphasis on better LE, OD 7,500.00 understanding the theoretical models of ra di ca llzatlo n holistically as well as mare contemporary focus on the types of online radica lizatl on most frequently used today. This course consists of three modules, each building on each other to Folding Violent Extremism 1: The Domestic arm the first responder with the basic knowledge to understand, LE, F, OD 7,000.00 Settle In the Global war on Terror recognize and the methods of reporting Indicators of terrorist and violent extremist activities. This course consists of five modules, each building on each other to arm Policing Violent Extremism 2: The Merger of the first responder with the basic knowledge to understand and Crime and Terror recognize and Indicators, tactics and shared Ideologies of the three LE, F, OD 7,000.00 major Homegrown Violent Extremist groups - Islamic Radicals, Sovereign Citizens and Mexican Drug Cartels. Examiningthe threat of$overelgn Citizen domestic extremism In the United States. Case 5tudieswlll be presented of significant soverelgit Sovereign Citizen Extremists citizen extremist plots and Incidents In the U.S., with specific emphasis LE, F, OD 7,000.00 on the radical beliefs of the extremists and theirtarget selection, planning, and pre - operational activates. Page 2 of 5 25H -350 Vendor; Knowledge Intelligence Program Professionals EXERCISES A) Discussion -Based Exercises -focus on strategic, policy- orlented issues; facilitators and /or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives. ( *Note: Estimated costs are example costs only and depict a range that an exercise may jail within, Actual costs can vary and is dependent on the size, scope, and variables involved with a particular exercise) Exercise Type Introduces participants to a conceptually sounds, operationally relevant, Variables Range of Cost (Estimated) sustainable method of assessing students and others on a pathway to Targeted Violence Prevention targeted violence. Participants will learn techniques and methodologies LE, EM, OD 7,000.00 Seminar designed to improve community safety and establish a collaborative and Facilitation, Hours, $5,000 - $25,000 comprehensive community safety net. Materials, Location This course focuses on the Inter- workings and modus operandi of Terrorism Liaison Officer (TLO) Basic domestic and International terrorist groups; In addition emphasis on Training Cause Information collection, sharing, networking, and the continuing LE, F, EM, PH, OD 4,850.00 development of city, county, state, tribal and federal public /private partnership will be emphasized in the training. Terrorism Recognition, Awareness, and Aimed at understanding terrorism, especially the pre- inddent Indicators Prevention Partnership (TRAPP) of terrorist actions, and understanding the system In place of reporting, LE, OD 4,600.00 both the fusion center and FBI. EXERCISES A) Discussion -Based Exercises -focus on strategic, policy- orlented issues; facilitators and /or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives. ( *Note: Estimated costs are example costs only and depict a range that an exercise may jail within, Actual costs can vary and is dependent on the size, scope, and variables involved with a particular exercise) Exercise Type Description Variables Range of Cost (Estimated) Seminars generally orient participants to, or provide an overview of, authorities, strategies, plans, policies, procedures, protocols, resources, Participants ( #), Seminar concepts, and Ideas. Seminars can be valuable for entities that are Facilitation, Hours, $5,000 - $25,000 developing or making major changes to existing pla ns or procedures. Materials, Location Page 3 of 6 25H -351 Vendor; Knowledge Intelligence Program Professionals Workshop Although similar to seminars, workshops differ In two important aspects: 1. participant Interaction is Increased, and 2, focus Is placed on achieving or building a product, To be effective, workshops should have clearly defined objectives, products, or goals, and should focus on a specific issue. Participants Facilitation, Hours, Materials, Location, Plans $81000- $35,000 Tabletop Exercises (TTX) are intended to generate discussion of various issues regarding a hypothetical simulated emergency. Theycan be used to enhance general awareness, validate plans and procedures, rehearse concepts, and /or assess the types of systems needed to guide the Participants (N), Tabletop p revention of, protection from, mitigation of, response to, and recovery Fadlitatlon, Hours, $25,000 - $50,000 from a defined Incident. The effectiveness of a TTX Is derived from the Materials, Location, energetic involvement of participants and their assessment of Reporting /Plans recommended revisions to current policies, procedures, and plans; therefore facilitation Is critical to keeping participants focused on exercise objectives. B) operation -Based Exercises- used to validate plans, policies, agreements, and procedures; ciarlfy roles and responsibilities; and Identify resource gaps. Exercises are characterized by actual reaction to an exercise scenario, such as initiating communications or mobilizing personnel and resources, (-Note: Estimated costs are example costs only and depict a range that on exercise may fall within. Actual casts can vary and is dependent on the size, scope, and variables involved with a particular exercise) Exercise Type I Description Variables I Range of Cost Page 4 of 6 25H -352 )rill Vendor; Knowledge Intelligence Program Professionals %drill Is a coordinated, supervised activity usually employed to validate �peclflc function or capability in a single agency or organization. Drills ar :ommoniy used to provide training on new equipment, validate )rocedures, or practice and maintain current skills. For every drill, :]early defined plans, procedures, and protocols need to be In place, lersonnel need to be familiar with those plans and trained In the )mcesses and procedures to be drilled. Functional Exercises (FE) are designed to validate and evaluate capabilities, multiple functions and /or sub - functions, or interdependent groups of functions. F-ES are typically focused on exercising plans, Functional policies, procedures, and staff members involved In management, direction, command, and control functions. An FE Is conducted In a realistic, real -time environment; however, movement of personnel and equipment is usually simulated. Page 5 of 6 25H -353 Preparation, Planning Meetings, Participants (0), Facilitation, Hours, Materials, Site /Mgt. Locations, Reporting /Plans, Travel & Expenses, Moulage, Media, Volunteer Coordination Preparation, Planning Meetings, Participants ( #), Facilitation, Hours, Materials, Site /Mgt. Locations, Reporting /Plans, Travel & Expenses $30,000 - $75,000 $55,000 - $100,000 Full -Scale Vendor; Knowledge Intelligence Program Professionals Full -Scale Exercises (FSE) are typically the most complex and resource - Intenslvetype of exercise. 7ney Involve multiple agencies, organizations, and jurisdictions and validate many facets of preparedness. FSES often include many players operating under cooperative systems such as the Incident Command System (ICS) or Unified Command. In an FSE, events are projected through an exercise scenario with event updates that drive activity at the operational level. FSES are usually conducted in a real - time, stressful envlronmentthat is Intended to mirror a real Incident. Throughout the duration of the exercise, many activities occur Page 6 of 6 25H -354 Preparation, Planning Meetings, Participants ( #), Facilitation, Flours, Materials, Site /Mgt. $76,000- $150,000 Locations, Reporting /Plans, Travel & Expenses, Moulage, Media, Volunteer Coordination W 3,1 SECTION III EXHIBIT B TECHNICAL SPECIFICATIONS REQUIREMENTS The specific requirements of the RFQ have been listed In two sections to allow proposers to respond to either, the training courses component, the exercise component, or both. There Is no requirement the Proposer must respond to both components of the RFQ, TRAINING COURSES 1. The ASAUA requires training courses In the following specific -disciplines: a. Law Enforcement /Tactical b, Fire /Emergency Medical C. Public Health d. Emergency Management 2. The Proposer shall conduct training courses at various locations /venues within the ASAUA. 3. The Proposer shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. 4. The Proposer shall prepare and present specified training courses. Course material shall be available at the time the training is provided for each of the training courses the proposer has outlined in their proposal. 5. All training courses presented must meet state and federal guidelines and be approved by Cal OES and DHS for reimbursement under the Homeland Security Grant Program prior to delivery. Refer to the Cal OES website at: htt.: / /www.caloes. aa.gov /cal -oes- divisions /california- ,Decializcd- traininG institute 25H -355 and the DHS websito at: RFQ No. 16 -Q68 Page 14 https: / /www.fema.covftraii-ing for further information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from FEMA /Cal OES prior to delivery of the course, The EHP approval is location specific and if an EHP approval is required, one must be obtained for each location where the course is delivered, It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus and /or written curriculum. 8. The Proposer shall collect written survey comments /course evaluations from participants at the conclusion of every course offered. Survey /oourse evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers. 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10. Proposer shall provide and assign high quality instructors on a consistent basis to deliver the specified courses. 11. All instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and following objectives for each class, completing training as described, and utilizing training aids such as audio /visual systems. RFQ No. 16 -068 25H -356 Page 15 12. The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 13. The Proposer will be paid for time, materials and for services rendered. Training days are generally eight (8) hours long, e.g. 8AM -5PM, including a one (1) hour lunch. The schedule should include regular breaks on a 50/10 break ratio — for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum. 14. Training venues may be provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 15. All Proposer developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to delivery. It is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 16. The anticipated start date of this agreement is Fall of 2016. Usage under this agreement will begin at this time. 17. Depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved, It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval. The City shall not be billed for any costs associated with obtaining these certifications and approvals. RFQ No. 16 -068 25H -357 Page 1.6 18, A list of "approved" courses is available from Cal OES at www.caloesca,gov and a list of Federal Emergency Management Agency (FEMA) approved classes is available at www.ferna.gov /traininq 19, Proposers are responsible for providing all course materials and delivering it to the site(s) of all training. 20. Proposer will work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21, When required, Proposer must obtain the applicable certifications for developed courses before training begins. The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 22. Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state and /or federal certification. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 23. Proposer may not charge the City for materials brought to the class that are not utilized. 24. Proposers may be selected to provide training based on their expertise within a specific discipline. RFQ No, 16 -068 25H -358 Page 17 25. Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee, 26. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval, The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider on their proposed training courses whenever the need arises. 3.1.1 DELIVERABLES /REPORTS FOR TRAINING COURSES 1. Course Surveys ! Evaluations a. The course surveys / evaluations results will be tabulated and scored by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. b. Completed course survey /evaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 2. Proposer must provide course flyers for all training courses to be delivered by Proposer. 3. Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered, RFQ No. 16 -068 25H -359 Rage 18 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 3.1.2 QUANTITIES FOR TRAINING COURSES 1. Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.1.3 PRICING FOR TRAINING COURSES 1. All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only. Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ. 2. 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. 3. All prices are to be F.O.B. destination. Any freight /delivery charges are to be included. 4, Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges; a. The City is soliciting a total price per single delivery of each training course. The price quoted for each training course 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, RFQ No, 16 -068 25H -360 Page 19 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. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. S. 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. 9. 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. 3.1.4 AWARD FOR TRAINING COURSES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. RFQ No. 16 -069 25H -361 Page 20 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement pursuant to this RFQ will be required, 5. Any agreement must be negotiated, finalized, and approved by the recommend vendor prior to City Council approval. 6. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.1.5 METHOD OF ORDERING TRAINING COURSES 1. As training is required, solicitations in the form of firm price quotations will be requested from the vendors with which the City has an Agreement. 2. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 3. Price quotations will be reviewed and vendors will be selected by the UASI Grant Office. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer. 4. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. 5. POs and payments for service will be issued only in the name of the Proposer. 6. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 7, Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. RFQ No. 16 -068 25H -362 Page 21 3.1.6 INVOICING FOR TRAINING COURSES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services, 2. 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. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City shall notify Proposer of any adjustments required to invoices. 5. Invoices shall have City PO number, invoice number, agreement number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. 6. Proposer shall utilize standardized invoices upon request. 7. Invoices shall only be issued by the vendor who is awarded an agreement. 3.1.7 ACCOUNT MANAGER / SUPPORT STAFF FOR TRAINING COURSES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders frorn the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. nr-o No. 16-068 25H-363 Page 22 2. 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. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. 3.2 EXERCISES 1. The ASAUA requires seminars, workshops, tabletops, drills, functional, and full -scale exercises in the following specific disciplines: a, Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct seminars, workshops, tabletops, drills, functional, and full -scale exercises at various locations /venues within the ASAUA. All drills, functional and full scale exercises will require an EHP approval from FEMAICal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 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. RFQ No. 16 -068 25H-364 Page 23 4. When conducting seminars, workshops, tabletops, drills, functional and full -scale exercises the Proposer shall provide all required exercise consumables, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. 5. Proposer 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. Proposer 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. The Proposer and all of their exercise personnel shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge 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. Proposer must be able to secure exercise sites at any of the jurisdictions within the ASAUA. 9. Proposers are responsible for providing exercise materials and delivering it to the site(s) of all seminars, workshops, tabletops, drills, functional and full -scale exercises. 10. Proposer may not charge the City for materials brought to the seminars, workshops, tabletops, drills, functional, and full -scale exercises that are not utilized. 11. Proposers may be selected to provide seminars, workshops, tabletops, drills, functional, and full -scale exercises based on their expertise and experience within a specific discipline. RFq No. 16 -068 25H -365 Page 24 12. Proposers shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 13. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA before delivery of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 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 Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3.2.1 QUALIFICATIONS —HOMELAND SECURITY EXERCISE EXPERIENCE The following elements outline the type of experience and expertise proposers should possess related to the development and delivery of seminars, workshops, tabletops, drills, functional and full -scale exercises. Proposers will document their experience and expertise in Attachment D — Proposal Response Packet. The ASAUA requires seminars, workshops, tabletops, drills, functional and full -scale exercises in the following specific disciplines: a. Law Enforcement /Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. Proposer should be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full- scale exercises. ar-Q No. 16 -068 25H -366 Page 25 3, Proposer should have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full -scale exercises in accordance with HEESP guidelines. 4. Proposer should have staff that is experienced and proficient in conducting seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. 5. Proposer should have staff that is experienced and proficient in providing training to and coordinating exercise evaluators, controllers, and Simulation Cell operators. 3.2.2 DELIVERABLES / REPORTS FOR EXERCISES 1. Exercise Documents a. Proposer shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. These documents should include, but not be limited to: Exercise Plan, Controller /Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc. 2. Proposer will provide rosters, sign -in sheets, and presentation materials for all planning meetings conducted in support of all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the planning activity. 3. Proposer will provide rosters and sign -in sheets for all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the exercise activity. 4. Proposer will complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full -scale exercises. Copies of these AARs will be provided to the ASAUA Training & Exercise Program Coordinator within BO days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. RFQ No. 16 -068 25H -367 Page 26 5. Proposer will 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 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer will upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans into HSEEP within 60 days of completing any exercise activity. 3.2.3 QUANTITIES FOR EXERCISES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3,2.4 PRICING FOR EXERCISES 1. All price quotes offered during an informal request for quote process will remain firm for the term of the resulting PO under the Agreement. 2. 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. 3. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a, 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 cast 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, RFQ No. 16 -068 25H -368 Page 27 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. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. i. Price quotes shall include any and all payment incentives available to the City. 6. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. 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. 325 AWARD FOR EXERCISES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award to a single or multiple proposers. RFQ Na 16 -068 25H-369 Page 28 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4, City Council approval to award an Agreement will be required. 5. The Master Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior to City Council approval. 6. Final Master Agreement terms and conditions will be negotiated with the selected vendors. 7. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.2.6 METHOD OF ORDERING FOR EXERCISES 1. As an exercise is required, solicitations in the form of a firm price quotation will be requested from the vendors. 2. 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 ASAUA Grant Office. 3. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 4. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer(s). 5. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order, RFQ No. 16 -068 25H -370 Page 29 6. POs and payments for service will be issued only in the name of the Proposer. 7. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 8. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. 3.2.7 INVOICING FOR EXERCISES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. 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. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. 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. 5. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall contain Agreement number, City PO number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. RFQ No, 16 -058 25H -371 Rage 30 7. Proposer shall utilize standardized invoice upon request. 8. Invoices shall only be issued by the Proposer who is awarded an agreement. 9. Payments will be issued to and invoices must be received from the same Proposer whose name is specified on the POs. 3.2,8 ACCOUNT MANAGER / SUPPORT STAFF FOR EXERCISES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. 2. 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. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. RFQ No. 16 -068 25H -372 Rage 31 AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS- NEEDED BASIS THIS AGREEMENT is made and entered into this 16th day of August, 2016 by and between National Association of State Boating Law Administrators ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City "), RECITALS A. On June 6, 2016, the Santa Ana Police Department ( "SAPD ") issued Request for Qualifications No. 16 -068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security - related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management. B. These courses are in support of the Anaheinn/Santa Ana Urban Area ( "ASAUA ") Homeland Security Regional Training and Exercise Program and will be funded by a grant awarded to the City by the United States Department of Homeland Security's Urban Areas Security Initiative ( "UASP') and administered by SAPD. The ASAUA consists of the incorporated cities in Orange County and the police departments of the University of California, Irvine, and California State University, Fullerton. C. Through SAPD, the training and exercise programs will be made available to agencies in the ASAUA on an as- needed basis to enhance domestic preparedness for acts of terrorism. D. Contractor submitted a responsive proposal that was among those selected by the City. E. In undertaking the performance of this Agreement, Contractor represents that. it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 11 SCOPE OF SERVICES On an as- needed basis, and at the sole discretion of City, Contractor shall conduct the training aid /or exercise programs described. in Exhibit A to this Agreement. Contractor's proposal is incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply with the technical specifications provided in Section III of RFQ No. 16 -068, which are incorporated by reference and attached as Exhibit B, 2. CHANGE ORDERS 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. Charge 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- 25H-373 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. 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 (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above - referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16 -068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The term of this Agreement may be extended for a single (1) one -year period upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer- employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF 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 b the Cit . City shall not be limited in any way in its use of 20N 2374 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, INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a, Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self - insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate, e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (u) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days pri or written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured 25FP 375 endorsement. f. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to famish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to and shall indemnify, defend, and hold, harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligence or willful misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. 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 farther agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of; or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Contractor's indemnification obligations in this section shall survive expiration of this Agreement. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Contractor under this Agreement. 10. CONFORMITY WITH LAW AND SAFETY In performing any services under this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes, and regulations of governmental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over the scope of services, including all provisions of the California Occupational Safety and Health Act. Contractor shall indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and regulations. 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred 25H -"376 under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period ofth ee (3) years, or for any longer period required by law, from the date of final payment to Contractor tinder 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 an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 13. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with the performance of services specified under this Agreement. 14. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.Q. Box 1988 Santa Ana, CA 92702 -1988 Fax 714. 647 -6956 With courtesy copies to: Brad Hadley, Sergeant UASI Grant Coordinator Homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 25H-377 To Contractor: National Association of State Boating Law Administrators 1648 McGrathiana Parkway, Ste. 360 Lexington, KY 40511 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 deened 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, Corarty or City holidays shall be excluded. 15. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the temps 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 terns or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 17. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. is. 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: 25H-'378 a. As a condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 19. NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement, Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that maybe 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. CERTIFICATIONS a. Debarment and Suspension. Contractor will comply, and all its subcontractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and codified in 2 CFR Part 200. b. Section 504 of the Rehabilitation Act of't 973. All recipients of federal fiends must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal fluids recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified disabled person shall, solely by reason of disability be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. Contractor agrees it will ensure that requirements of The Act shall be included in any agreements with and be binding on all of its subcontractors, assignees, or successors. C. Americans with Disabilities Act of '1990 (ADA). Contractor must comply with all 25H'- -379 requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. d. Lobbying and Political Activity. None of the fwzds, materials, property, or services provided directly or indirectly under this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act ". e. Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et seq., and agrees that none of the funds provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, Ioan, or cooperative agreement. E Contractor will comply,, and all its subcontractors will comply, with all requirements of the Byrd Anti - Lobbying Amendment (31 U.S.C. 1352), as applicable. g. Non - Discrimination and Equal Opportunity. Contractor will comply, and all its subcontractors will comply, with Title VI of the Civil Rights Act of 1.964, 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 CPR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Contractor makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against Contractor, Contractor will forward a copy of the findings to City, which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. h. Contractor will comply, and all its subcontractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment — Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. i. Contractor will comply, and all its subcontractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and all its subcontractors will comply, with all requirements of the Copeland "Anti- Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. k. Contractor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a -7) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C. 327 -330) as supplemented. by Department of Labor regulations (29 CFR Part 5), as applicable. 25W380 m. Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part 15), as applicable, n. Contractor will comply, and all its subcontractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94 -163, 89 Stat. 871), (53 FR 8078, 8087, Mar, 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable. o. Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable, P. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid, for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable. q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty -free, non - exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, S.A.A and /or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the Contractor purchases ownership with support through this grant. The Federal government's, SAA's and City's rights identified above must be, conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached, hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Maria D, Huizar Clerk of the Council David Cavazos City Manager 25FP 381 APPROVED AS TO FORM: SONIA R. CARVALHO CONTRACTOR: City Attorney John ; Punk Name: Assistant City Attorney Title: RECOMMENDED FOR APPROVAL: Carlos Rojas, Chief of Police Police Department 25HIU2 Contractor: Natlonal Association of State Boating Law Administrators INASBLA) EXHIBIT A List of Training /Classes and Exercises TRAINING Discipline Codes: Low Enforcement= LE, Fire =F, Emergency Medlcal Servlces =EMS, Emergency Management =EM, Public Health = PH, Other Discipline- OD Course Title Description Discipline Total Course Cost (Estimated) This course offers sped aIlzed training targeted for the Tactical Officer in the unforgiving maritime environment. It Is designed to give law Armed Ship Boarding Course(A5B) enforcement officers the knowledge and skills necessary to conduct LE, OD $32,000.00 armed tactical boarding on commercial vessels and operate In a safe, efficient and effective manner. This course was created to establish a national standard of training, qualification, credentialing and typing of emergency responders Boat Crew Member course(BCM) throughout the maritime domain, It is the purpose of this course to LE,F $32,000.00 establish basic understanding of maritime rescue operations, and provide the skills necessary to execute missions safely, This course was created to establish a national standard of training, Boat Operator for Search and Rescue qualification, credentialing and typing of emergency responders (BOSAR) throughout the maritime domain. It is the purpose of this course to LE, F $32,000.00 establish a uniform and standardized understanding of maritime rescue operations, and provide the skills necessaryto execute missions safely. This course is designed to enhance a maritime law enforcement officer's capabilities by providing students with the knowledge and skills Enhanced Vessel Operator Course EVOC ( ) necessary to appropriately operate their vessel in a safe and efficient LE, F $23,500,00 mannerat higher operating speeds, assess risks in the maritime domain, and protect his /her vessel, crew, and the citizens in their area of operations. Page 1 of 3 25H -383 Contractor: National Assoclatlon of State Boating Law Administrators (NASBLA) EXERCISES Page 2 of 3 25H -384 The purpose of this course is to establish a uniform and standardized Fire Boat -Small Course (FBS) understanding of maritime firefighting and emergency response LE, OD $23,500,00 operations, and provide the skills necessary to execute missions safely. Officer Water Survival Course (OWS) This curriculum provides a course of instruction to give maritime law enforcement officers the knowledge and skills necessary to perform Pursuit and STOP (Special Tactical Over -the- pursuits of Non - Compliant Vessels In a safe, efficient and effective Rail Procedures) Course (PAS) manner, and In accordance with Coast Guard, Customs and Border LE $23,500.00 Protection and Department of Homeland Security standards and policies and stop those Individuals on the waterwho attempt to evade and elude lawful interdiction orders. This course is designed to elevate and enhance the RND capabilities of Small Vessel (Maritime) Rad -Nuc Detection officers, agencies and regions to conduct steady state, enhanced steady Course (SV -RND) state, and search operations on the waters of the United States, through LE, OD $23,500.00 a review of RND fundamentals and equipment, and development of operational procedures and response methods. This course is designed to enhance the county's port security capabilities Tactical Operators Course (TOC) by providing students with the knowledge and skills necessary to LE $32,000.00 appropriately react to threats In the maritime community. This course is a 3 -clay refresher course for students that have been through the Tactical Operator's Course. It is designed to enhance the county's port security capabilities by enhancing the knowledge and skills Tactical Operators Refreshers Course;TOCR) students have already been trained in, acknowledging that these tactics LE $23,500.00 and techniques necessary to appropriately react to threats in the maritime community are perishable if not practiced or executed on an annual basks. EXERCISES Page 2 of 3 25H -384 Contractor: National Association of State Boating Law Administrators (NASBLA) A) Dlscusslon -Based Exercises - focus on strategic, policy- oriented issues; facllitators and /or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives. ( *Note: Estimated costs are example costs only and depict a range that an exercise may fall within. Actual costs can vary and Is dependent on the sire, scope, and variables Involved with a particular exercise) Exercise Type I Description I Variables 1 Range of Cost *"Not Applicable- Exercise services not proposed by Con tractor I i B) Operatlon•Based Exercises- used to validate plans, policies, agreements, and procedures; clarify roles and responsibilities; and Identify resource gaps. Exercises are characterized by actual reaction to an exercise scenario, such as initiating communications or mobilizing personnel and resources. ( *Note: Estimated costs are example costs only and depict a range that an exercise may fall within. Actual costs can vary and is dependent on the sire, scope, and variables involved with a particular exercise) Exercise Type Description Variables Rangeo Cost Estimated) * *Nat Applicable - Exercise services not proposed by Contractor Page 3 of 3 25H -385 3.0 3.1 SECTION III EXHIBIT B TECHNICAL SPECIFICATIONS REQUIREMENTS The specific requirements of the RFQ have been listed in two sections to allow proposers to respond to either, the training courses component, the exercise component, or both. There is no requirement the Proposer must respond to both components of the RFQ, TRAINING COURSES 1. The ASAUA requires training courses In the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical C. Public Health d. Emergency Management 2. The Proposer shall conduct training courses at various locations /venues within the ASAUA. 3, The Proposer shall prepare course flyers, register attendees, record attendance by signed roster, provide certlficates of completions, and verify course completion by the participants. 4. The Proposer shall prepare and present specified training courses, Course material shall be available at the time the training is provided for each of the training courses the proposer has outlined in their proposal. 6. All training courses presented must meet state and federal guidelines and be approved by Cal CES and DHS for reimbursement under the Homeland Security Grant Program prior to delivery. Refer to the Cal OES website at: http: / /www.calogs.ca.ggv /cal -oes- divisions /california- specialized- training4on titute 25H -386 and the ©HS website at: RFQ No. 16 -068 Page 14 httos: / /www.fema.clov /training for further information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from FEMA /Cal CES prior to delivery of the course. The EHP approval is location specific and if an EHP approval is required, one must be obtained for each location where the course is delivered. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission cf the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus and /or written curriculum. 8. The Proposer shall collect written survey comments /course evaluations from participants at the conclusion of every course offered. Survey /course evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers. 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10. Proposer shall provide and assign high quality instructors on a consistent basis to deliver the specified courses. 11. All instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and following objectives for each class, completing training as described, and utilizing training aids such as audio /visual systerns. RFQ No. 16 -065 25H -387 Page 15 12. The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 13. The Proposer will be paid for time, materials and for services rendered. Training days are generally eight (8) hours long, e.g. 8AM -5PM, including a one (1) hour lunch. The schedule should include regular breaks on a 50/10 break ratio - for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum. 14. Training venues may be provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 15. All Proposer developed courses must be approved by California Office of Emergency Services (Cal CES) for reimbursement under the Homeland Security Grant Program prior to delivery. It is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests -forappraval The-Cit�shalLnnt_be- billed -for -any-- costs associated with obtaining these approvals. 16. The anticipated start date of this agreement is Fall of 2016. Usage under this agreement will begin at this time. 17. Depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved. It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval. The City shall not be billed for any costs associated with obtaining these certifications and approvals. RFD. No. 16 -068 25H -388 Page 16 18. A list of "approved" courses is available from Cal OES at www.caloes.ca.00v and a list of Federal Emergency Management Agency (FEMA) approved classes is available at www.fema.gov/training 19. Proposers are responsible for providing all course materials and delivering it to the site(s) of all training. 20. Proposer will work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21. When required, Proposer must obtain the applicable certifications for developed courses before training begins. The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 22. Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state and /or federal certification. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 23. Proposer may not charge the City for materials brought to the class that are not utilized. 24. Proposers may be selected to provide training based on their expertise within a specific discipline. RFQ No. 16 -068 25H -389 Page 17 25. Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 26. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider on their proposed training courses whenever the need arises. 3,11 DELIVERABLES / REPORTS FOR TRAINING COURSES 1. Course Surveys / Evaluations a_ Th,- course- survzys- / -evaluatians results- w[[I -b� tabulated and- scored -by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. b. Completed course survey /evaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 2. Proposer must provide course flyers for all training courses to be delivered by Proposer. 3. Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered. RFQ No, 16 -068 Page 18 25H -390 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 3.1.2 QUANTITIES FOR TRAINING COURSES 1. Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.1.3 PRICING FOR TRAINING COURSES 1. All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only. Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ. 2. 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. 3. All prices are to be F.O.B. destination. Any freight /delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each training course. The price quoted for each training course 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, RFQ No. 16 -068 25H-391 Page 19 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. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. 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. 9. 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. 3.1A AWARD FOR TRAINING COURSES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularltles 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. 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. 25H -392 RFQ No, 16 -068 Page 20 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement pursuant to this RFQ will be required. 5. Any agreement must be negotiated, finalized, and approved by the recommend vendor prior to City Council approval. 6. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.1.5 METHOD OF ORDERING TRAINING COURSES 1. As training is required, solicitations in the form of firm price quotations will be requested from the vendors with which the City has an Agreement. 2. 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 !tern and a summary of total cost for services, shipping, and tax. 3. Price quotations will be reviewed and vendors will be selected by the UASI Grant Office. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer. 4. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. 5. POs and payments for service will be issued only in the narne of the Proposer. 6. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 7. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. RFQ No. 16068 25H -393 Page 21 3.1.6 INVOICING FOR TRAINING COURSES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. 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. 1 Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City shall notify Proposer of any adjustments required to invoices. 5. Invoices shall have City PO number, invoice number, agreement number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. 6. Proposer shall utilize standardized invoices upon request. 7. Invoices shall only be issued by the vendor who is awarded an agreement, 3.1.7 ACCOUNT MANAGER/ SUPPORT STAFF FOR TRAINING COURSES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. RPQ No. 16 -068 Page 22 25H -394 3.2 2. 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. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. EXERCISES I. The ASAUA requires seminars, workshops, tabletops, drills, functional, and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct seminars, workshops, tabletops, drills, functional, and full -scale exercises at various locations /venues within the ASAUA. All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 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. 25H -395 RFQ No. 16 -063 Page 23 4. When conducting seminars, workshops, tabletops, drills, functional and full -scale exercises the Proposer shall provide all required exercise consumables, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. 5. Proposer 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. Proposer 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. The Proposer and all of their exercise personnel shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge 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. Proposer must be able to secure exercise sites at any of the jurisdictions within the ASAUA, 9. Proposers are responsible for providing exercise materials and delivering it to the site(s) of all seminars, workshops, tabletops, drills, functional and full -scale exercises, 10. Proposer may not charge the City for materials brought to the seminars, workshops, tabletops, drills, functional, and full -scale exercises that are not utilized. 11. Proposers may be selected to provide seminars, workshops, tabletops, drills, functional, and full -scale exercises based on their expertise and experience within a specific discipline. RFQ No. 16 -068 Page 24 25H -396 12. Proposers shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 13. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA before delivery of any seminars, workshops, tabletops, drills, functional, and full -scale exercises, 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 Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3.2.1 QUALIFICATIONS — HOMELAND SECURITY EXERCISE EXPERIENCE The following elements outline the type of experience and expertise proposers should possess related to the development and delivery of seminars, workshops, tabletops, drills, functional and full -scale exercises. Proposers will document their experience and expertise in Attachment D — Proposal Response Packet. The ASAUA requires seminars, workshops, tabletops, drills, functional and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. Proposer should be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full- scale exercises. RFQ No, 16 -068 25H -397 Page 25 3. Proposer should have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full -scale exercises in accordance with HEESP guidelines. 4. Proposer should have staff that is experienced and proficient in conductinq seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. 5, Proposer should have staff that is experienced and proficient in providing training to and coordinating exercise evaluators, controllers, and Simulation Cell operators, 3.2.2 DELIVERABLES / REPORTS FOR EXERCISES I. Exercise Documents a. Proposer shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. These documents should include, but not be limited to: Exercise Plan, Controller /Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc. 2. Proposer will provide rosters, sign -in sheets, and presentation materials for all planning meetings conducted in support of all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the planning activity. 3. Proposer will provide rosters and sign -in sheets for all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the exercise activity. 4. Proposer will complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full -scale exercises. Copies of these AARs will be provided to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. RFQ No. 16 -068 25H -398 Rage 26 5. Proposer will 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 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer will upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans into HSEEP within 60 days of completing any exercise activity. 3.2.3 QUANTITIES FOR EXERCISES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.2.4 PRICING FOR EXERCISES 1. All price quotes offered during an informal request for quote process will remain firm for the term of the resulting PO under the Agreement. 2. 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. 3. All prices are to be F.O.B. destination. Any freight /delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. 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. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No. 16 -068 25H -399 r �6e" 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. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. B. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. 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. 3,2.5 AWARD FOR EXERCISES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award to a single or multiple proposers. RFQ No. 16 -066 Page 28 25H -400 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement will be required. 5. The Master Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior to City Council approval. 6. Final Master Agreement terms and conditions will be negotiated with the selected vendors. 7. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.2.6 METHOD OF ORDERING FOR EXERCISES 1. As an exercise is required, solicitations in the form of a firm price quotation will be requested from the vendors. 2. 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 ASAUA Grant Office. 3. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 4. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer(s). 5. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. RFQ No. 16 -068 25H-401 Page 29 6, POs and payments for service will be issued only in the name of the Proposer. 7. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 8. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. 3.2.7 INVOICING FOR EXERCISES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. 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. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department u ^maland -Security Division / -M 1v 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. 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. 5. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall contain Agreement number, City PO number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. Rr-Q No, 16-068 Page 30 25H -402 7. Proposer shall utilize standardized invoice upon request, 8, Invoices shall only be issued by the Proposer who is awarded an agreement. 9. Payments will be issued to and invoices must be received from the same Proposer whose name is specified on the POs. 3.2.8 ACCOUNT MANAGER / SUPPORT STAFF FOR EXERCISES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. 2. 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. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. RFQ No. 16 -068 25H-403 Page 31 25H -404 AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS- NEEDED BASIS THIS AGREEMENT is made and entered into this 16th day of August, 2016 by and between Organizational Quality Associates, Inc. ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City"), RECITALS A. On June 6, 2016, the Santa Ana Police Department ( "SAPD ") issued Request for Qualifications No. 16 -068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security - related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management. B. These courses are in support of the Anaheim/Santa Ana Urban Area ( "ASAUA ") Homeland Security Regional Training and Exercise Program and will be funded by a grant awarded to the City by the United States Department of Homeland Security's Urban Areas Security Initiative ( "UASI ") and administered by SAPD. The ASAUA consists of the incorporated cities in Orange Cormty and the police departments of the University of California, Irvine, and California State University, Fullerton, C. Through SAPD, the training and exercise programs will be made available to agencies in the ASAUA on an as- needed basis to enhance domestic preparedness for acts of terrorism. D. Contractor submitted a responsive proposal that was among those selected by the City. E. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected From a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terns and conditions hereinafter set forth, the parties agree as follows; 1. SCOPE OF SERVICES On an as- needed basis, and at the sole discretion of City, Contractor shall conduct the training and /or exercise programs described in Exhibit A to this Agreement. Contractor's proposal is incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply with the technical specifications provided in Section III of RFQ No. 16 -068, which are incorporated by reference and attached as Exhibit B. 2. CHANGE ORDERS 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- 25H1405 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. 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 (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above - referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16 -068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The term of this Agreement may be extended for a single (1) one -year period upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer- employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF 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 b the4616 C City shall not be limited in any way in its use of 20N 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. INSURANCE, Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self- insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. G. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits Prot less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant t0 this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in, any other material aspect without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured, 25FP 407 endorsement. f If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. S. INDEMNIFICATION Contractor agrees to and shall indemnify, defend, and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligence or willful misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. 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 terns of, or effects arising from this Agreement, City may make all reasonable decisions with respect to its representation in any legal proceeding. Contractor's indemnification obligations in this section shall survive expiration of this Agreement. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Contractor wider this Agreement. 10. CONFORMITY WITH LAW AND SAFETY In performing any services wader this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes, and regulations of govermnental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over the scope of services, including all provisions of the California Occupational Safety and Health Act. Contractor shall indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and regulations. 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain connplete and accurate records with respect to the costs incurred 25H-'408 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 docinnents 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 infonnation includes not only written infonnation, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement, The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 13. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with the performance of services specified wider this Agreement. 14, NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic coinmunication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714 -647 -6956 With courtesy copies to: Brad Hadley, Sergeant UASI Grant Coordinator Homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 25FI -409 To Contractor: Organizational Quality Associates, Inc. 5625 North Wilmot Road Tlzcson, AZ 85750 -1216 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, commrmication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 15. EXCLUSIVITY AND ADIIENDMIENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 17. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. TERMINATION This Agreement maybe terminated by the City upon thirty (30) clays 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: 25H-'41 0 a. As a condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement, 19. NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties farther agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection . with or by reason of this Agreement. 21. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its viability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 22. CERTIFICATIONS a. Debarment and Suspension. Contractor will comply, and all its subcontractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CPR) §200.212 and codified in 2 CFR Part 200. b, Section 504 of the Rehabilitation Act of 1973. All recipients of federal fiends must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pura=,it to the requirements of The Act hereby gives assurance that no otherwise qualified disabled person shall, solely by reason of disability be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. Contractor agrees it will ensure that requirements of The Act shall be included in any agreements with and be binding on all of its subcontractors, assignees, or successors. c. Americans with Disabilities Act of 1990 (ADA). Contractor must comply with all 25H7.411 requirements o£tl e Americans with Disabilities Act of 1990 (ADA), as applicable. d, Lobbying and Political Activity. None of the funds, materials, property, or services provided directly or indirectly under this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act". e. Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et seq., and agrees that none of the finds provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. £ Contractor will comply, and all its subcontractors will comply, with all requirements of the Byrd Anti - Lobbying Amendment (31 U.S,C. 1352), as applicable. g. Non- Discrimination and Equal Opportunity, Contractor, will comply, and all its subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with Disabilities Act (ADA) (1990); Title IX. of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as ounended; 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 Contractor makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex or disability against Contractor, Contractor will forward a copy of the findings to City, which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. h. Contractor will comply, and all its subcontractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment — Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. i. Contractor will comply, and all its subcontractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and all its subcontractors will comply, with all requirements of the Copeland "Anti - Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable, k. Contractor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a -7) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C, 327 -330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 25H-'412 m. Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S,C, 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CPR part 15), as applicable. n. Contractor will comply, and all its subcontractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94 -163, 89 Stat. 871), (53 FR 8078, 8087, Mar. 11, 1988, as amended at 60 PR 19639, 19645, Apr. 19, 1995), as applicable, e. Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. P. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable, q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty -free, non- exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and /or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the Contractor purchases ownership with support through this grant. The Federal government's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Maria D. Huizar Cleric of the Council David Cavazos City Manager 25FU -413 APPROVED AS TO FORM: SONIA R. CARVALHO CONTRACTOR: City Attorney By: _ John . Pank Assistant City Attorney RECOMMENDED FOR APPROVAL: Carlos Rojas, Chief of Police Police Department Name: Title: 25H!414 EXHIBIT A List of Training /Classes and Exercises TRAINING Contractor: Organizational quality, Associates Discipline Codes: Law Enforcement= LE, Fire = F, Emergency Medical Services= EM$, Emergency Management = EM, Public Health = PH, Other Discipline = DO Course Title Description Discipline Total Course Cost (Estimated) The goal of this professional development course Is to provide local and E -950 All Hazards Incident Commander state -level emergency responders with an overview of key duties and LE , F, EM, OD $8,862.00 responsibilities of a Incident Commander Type III in a Type III All Hazards Incident Management Team (AHIMT), The goal ofthis professional development course is to provide local and E -952 All Hazards Public Information Officer state -level emergency responders with an overview of key duties and LE, F, EM, OD $9,262.90 responsibilities of Public Information Officer Type III In a Type III All Hazards Incident Management Team (AHIMT). The goal of this professional development course Is to provide local and E -954 All Hazards Safety Officer state -level emergency responders with an overview of key duties and LE, F, EM, OD $%,961.80 responsibilities of a Llalson Officer Type III in a Type III All Hazards Incident Management Team (AHIMT). The goal of this professional development course is to provide local and E -956 All Hazards Liaison Officer state -level emergency responders with an overview of key duties and LE, F, EM, OD $4,362.00 responsibilities of a Safety Officer Type III In a Type III All Hazards Incident Management Team IAHIMT). The goal of this professional development Course isto provide local and E -958 All Hazards operations Section Chief state -level emergency responders with an overviewof Iley duties and LE, F, EM, OD $7,361.80 responsibilities of a Operations Section Chief Type III in a Type III All Hazards Incident Management Team (AHIMT). Page 1 of 4 25H -415 Contractor: organizational quality Associates Page 2 of 4 25H -416 The goal of this professional development course is to provide local and E -960 Dlvislon /Group Supervisor state -level emergency responders with an overview of key, duties and LE, F, EM, OD $5,962.00 responsibilities of a Divlslon /Group Supervisor Type III In a Type III All Hazards Incident Management Team ( AHIMT). The goal ofthis professional development course is to provide local and E/L -984 All Hazards Strike Team/Task Force state -level emergency responders with an overview of key duties and LE, F, EM, OD $5,862.00 Leader responsibilities of a Task Force /Stril<e'ream Leader Type III In a Type III All Hazards Incident Management Team ( AHIMT). The goal ofthis professional development course is to provide local and E -962 A11 Hazard Planning Section Chief state -level emergency responders with an overview or key duties and LE, F, EM, OD $7,362.00 responsibilities of a Planning Section Chief Type III in a Type It All Hazards Incident Management Team (AHIMT). The goal of this professional development course is to provide local and E -964 All Hazard Situation Unit Leader state -level emergency responders with an overview of I<ay duties and LE, F, EM, OD $8,862.00 responsibilities of a Situation Unit Leader Type III in a Type III All Hazards Incident Management Team ( AHIMT), The goal of this professional development course is to provide local and E- 96SAl1- Hazard- ftesouroe- 1M1F6eader state -level emergency responders with an overview of key dutles and — .ELF- ,E�W.rQD$fi,7iS.D0 responsibilities of a Resource Unit Lea er Type III In a Type III All Hazards Incident Management Team (AHIMT). The goal of this professional development course is to provide local and E -967 All Hazard Logistics Section Chief state -level emergency responders with an overview of I<ey duties and LE, F, EM, 00 $8,862,00 responsibilities of a Logistics Section Chief Type III in a Type III All Hazards Incident Management Team ( AH(MT). This course helps participants establish the essential core competencies E -969 All Hazards Position Specific required for performing the duties of the Communications Unit Leader (COML) in an all-hazards Incident. This course addresses all LE, F, EM, OD $5,962.00 Communications Unit Leader responsibilities appropriate to COMML operating in a local or state -level All- Hazards Incident Management Team ( AHIMT). Page 2 of 4 25H -416 Contractor Organizational Quality Associates EXERCISES A) Dlscusslon -Based Exercises- focus on strategic, policy - oriented issues; facilitators and /or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives. ( *Note: Estimated casts are example costs only and depict arange that an exercise may fall within. Actual casts can vary and Is dependent on the size, scope, and variables involved with a particular exercise) Exercise Type Description Variables Range of Cost (Estimated) " *Not Applicable -Exercise services not proposed by Contractor B) Operation-Based Exercises - used to validate plans, policies, agreements, and procedures; clarify roles and responsibilities; and Identify resource gaps. Exercises are characterized by actual reaction to an exercise scenario, such as initiating communications or mobilizing personnel and resources. ( *Note: Estimated costs are example costs only and depict a range that an exercise may fall within. Actual casts can vary and is dependent on the size, scope, and variables involved with a particular exercise) Page 3 of 4 25H -417 The goal of this professional development course is to provide local and E -970 All Hazard Supply Unit Leader pp y state -level emergency responders with an overview of key duties and LE, F, EM, OD $7,362.00 responsibilities of a Supply Unit Leader Type III in a Type III All Hazards Incident Management Team (AHIMT). The goal of this professional development course late provide local and E -971 All Hazard Facilities Unit Leader state -level emergency responders with an overviewof key duties and LE, F, EM, OD $8,862.00 responsibilities of a Facilities Unit Leader Type III in a Type 111 All Hazards Incident Management Team (AHIMT). The goal of this professional development course is to provide local and E -973 All Hazard Finance /Adminlstratlon state -level emergency responders with an overview of key duties and Section Chief responsibilities of a Finance /Adminlstratlon Section Chief Type III In a LE, F, EM, OD $5,962.00 Type III All Hazards Incident Management Team (AHIMT). The goal ofthls professional development course is to provide local and E -975 All Hazard Finance /Administration state -level emergency responders with an overview of key duties and Unit Leader responsibilities of a Finance /Administration Unit Leader Type III In a LE, F, EM, OD $587,772,00 Type III All Hazards Incident Management Team (AHIMT). EXERCISES A) Dlscusslon -Based Exercises- focus on strategic, policy - oriented issues; facilitators and /or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives. ( *Note: Estimated casts are example costs only and depict arange that an exercise may fall within. Actual casts can vary and Is dependent on the size, scope, and variables involved with a particular exercise) Exercise Type Description Variables Range of Cost (Estimated) " *Not Applicable -Exercise services not proposed by Contractor B) Operation-Based Exercises - used to validate plans, policies, agreements, and procedures; clarify roles and responsibilities; and Identify resource gaps. Exercises are characterized by actual reaction to an exercise scenario, such as initiating communications or mobilizing personnel and resources. ( *Note: Estimated costs are example costs only and depict a range that an exercise may fall within. Actual casts can vary and is dependent on the size, scope, and variables involved with a particular exercise) Page 3 of 4 25H -417 Contractor: Organizational Qualify Assoclates Exercise Type Description Variables Range aCost (Estimated) "Not Applicable � Exercise services not proposed by Contractor Page 4 of 4 25H -418 3.0 3.1 SECTION 111 EXHIBIT B TECHNICAL SPECIFICATIONS REQUIREMENTS The specific requirements of the RFQ have been listed in two sections to allow proposers to respond to either, the training courses component, the exercise component, or both. There is no requirement the Proposer must respond to both components of the RFQ. TRAINING COURSES 1. The ASAUA requires training courses in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct training courses at various location s /vonues within the ASAUA. 3. The Proposer shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. A. The Proposer shall prepare and present specified training courses. Course material shall be available at the time the training is provided for each of the training courses the proposer has outlined in their proposal, 5. All training courses presented must meet state and federal guidelines and be approved by Cal DES and DI-IS for reimbursement under the Homeland Security Grant Program prior to delivery, Refer to the Cal OES website at: htgr / /www.caloos,ca. ov /cal -oes- dlvisions /callfornia- specialized - training- institute and the DHS website al: 25H -419 RFQ No. 1.6 -068 Page 1.4 https : /Jwwvv.fema.aoy /training for further information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from FEMA/Cal OES prior to delivery of the course. The EHP approval is location specific and if an EHP approval is required, one must be obtained for each location where the course is delivered. It shall be the responsibility of the Proposer to complete all of the forns and documentation necessary to obtain the required approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval, The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus and /or written curriculum. 8. The Proposer shall collect written survey comments /course evaluations from participants at the conclusion of every course offered. Survey /course evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers. 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10. Proposer shall provide and assign high quality Instructors on a consistent basis to deliver the specified courses. 11. All instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and following objectives for each class, completing training as described, and utilizing training aids such as audio /visual systems. RFQ No. 16 -068 Page 15 25H -420 12. The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 13, The Proposer will be paid for time, materials and for services rendered. Training days are generally eight (8) hours long, e.g. 8AM -5PM, including a one (1) hour lunch. The schedule should include regular breaks on a 50/10 break ratio — for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum, 14. Training venues may be provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 16. All Proposer developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to delivery. It is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 16. The anticipated start date of this agreement is Fall of 2016. Usage under this agreement will begin at this time. 17. Depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved. It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval. The City shall not be billed for any costs associated with obtaining these certifications and approvals. RFQ No, 16 -068 25H -421 Page 16 18. A list of "approved" courses is available from Cal OES at www.caloes.ca.gov and a list of Federal Emergency Management Agency (FEMA) approved classes is available at www.fema.aov /training 19. Proposers are responsible for providing all course materials and delivering it to the site(s) of all training. 20. Proposer will work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21. When required, Proposer must obtain the applicable certifications for developed courses before training begins. The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 22. Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state and /or federal certification. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 23. Proposer may not charge the City for materials brought to the class that are not utilized. 24, Proposers may be selected to provide training based on their expertise within a specific discipline. RFQ No, 16 -068 Page 17 25H -422 25. Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 26. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider on their proposed training courses whenever the need arises. 3.1.1 DELIVERABLES /REPORTS FOR TRAINING COURSES 1. Course Surveys / Evaluations a. The course surveys / evaluations results will be tabulated and scored by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. b. Completed course survey /evaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 2. Proposer must provide course flyers for all training courses to be delivered by Proposer. 3. Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered. RFQ No. 16 -068 25H -423 Page 18 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 3.1.2 QUANTITIES FOR TRAINING COURSES 1. Quantities listed herein are estimates and are not to be construed as a commitment, No minimum or maximum is guaranteed or implied. 3.1.3 PRICING FOR TRAINING COURSES 1. All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only. Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ, 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of-suGNower- praeo— halt -be -extendedfio -the -C—it . 3. All prices are to be F.O.B. destination. Any freight /delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges; a. The City is soliciting a total price per single delivery of each training course. The price quoted for each training course 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, RFQ Na, 16 -068 25H -424 Page 19 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. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8, 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. 9. 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. 3.1.4 AWARD FOR TRAINING COURSES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. RFQ No. 1.6-068 25H-425 Page 20 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement pursuant to this RFQ will be required. 5. Any agreement must be negotiated, finalized, and approved by the recommend vendor prior to City Council approval. 6. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ, 3.1.5 METHOD OF ORDERING TRAINING COURSES 1, As training is required, solicitations in the form of firm price quotations will be requested from the vendors with which the City has an Agreement. 2. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 3. Price quotations will be reviewed and vendors will be selected by the UASI Grant Office, Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer. 4. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. 5. POs and payments for service will be issued only in the name of the Proposer, S. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. T Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. RFQ No, 16 -068 25H -426 Page 21 3.1.6 INVOICING FOR TRAINING COURSES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. 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. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City shall notify Proposer of any adjustments required to invoices. 5. Invoices shall have City PO number, invoice number, agreement number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. 6. Proposer shall utilize standardized invoices upon request. 7. Invoices shall only be issued by the vendor who is awarded an agreement. 3.1.7 ACCOUNT MANAGER / SUPPORT STAFF FOR TRAINING COURSES 1. 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 RFO and any agreement which may arise pursuant to this RFQ. RFQ No. 16 -068 25H-427 Page 22 3.2 2. 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. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. EXERCISES 1. The ASAUA requires seminars, workshops, tabletops, drills, functional, and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical d. Emergency Management 2. The Proposer shall conduct seminars, workshops, tabletops, drills, functional, and full -scale exercises at various locations /venues within the ASAUA. All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 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. 25H -428 RFQ No. 16 -068 Page 23 4. When conducting seminars, workshops, tabletops, drills, functional and full -scale exercises the Proposer shall provide all required exercise consumables, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. 5. Proposer 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. Proposer 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. The Proposer and all of their exercise personnel shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge 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. Proposer must be able to secure exercise sites at any of the jurisdictions within the ASAUA. g. Proposers are responsible for providing exercise materials and delivering it to the site(s) of all seminars, workshops, tabletops, drills, functional and full -scale exercises. 10, Proposer may not charge the City for materials brought to the seminars, workshops, tabletops, drills, functional, and full -scale exercises that are not utilized. 11. Proposers may be selected to provide seminars, workshops, tabletops, drills, functional, and full -scale exercises based on their expertise and experience within a specific discipline. RFQ No. 16 -065 25H -429 Page 24 12. Proposers shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 13. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA before delivery of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 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 Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3.2.1 QUALIFICATIONS — HOMELAND SECURITY EXERCISE EXPERIENCE The following elements outline the type of experience and expertise proposers should possess related to the development and delivery of seminars, workshops, tabletops, drills, functional and full -scale exercises. Proposers will document their experience and expertise in Attachment D — Proposal Response Packet. The ASAUA requires seminars, workshops, tabletops, drills, functional and full -scale exercises in the following specific disciplines; a. Law EnforcemenYTactical b. Fire /Emergency Medical c, Public Health d. Emergency Management 2. Proposer should be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full- scale exercises. RFQ No. 16 -068 25H -430 Page 25 3. Proposer should have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full -scale exercises in accordance with HEESP guidelines. 4. Proposer should have staff that is experienced and proficient in conducting seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. 5. Proposer should have staff that is experienced and proficient in providing training to and coordinating exercise evaluators, controllers, and Simulation Cell operators. 3.2.2 DELIVERABLES / REPORTS FOR EXERCISES 1. Exercise Documents a. Proposer shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. These documents should include, but not be limited to: Exercise Plan, Controller /Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc. 2. Proposer will provide rosters, sign -in sheets, and presentation materials for all planning meetings conducted in support of all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the planning activity. 3. Proposer will provide rosters and sign -in sheets for all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the exercise activity. 4. Proposer will complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full -scale exercises. Copies of these AARs will be provided to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. RPQ No, 16 -068 25H -431 Page 26 5. Proposer will 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 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer will upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans into HSEEP within 60 days of completing any exercise activity. 3.2.3 QUANTITIES FOR EXERCISES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.2.4 PRICING FOR EXERCISES 1. All price quotes offered during an informal request for quote process will remain firm for the term of the resulting PO under the Agreement. 2. 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. ics— . -. rerfit/de e vry charges are o e included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. 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. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RPQ No. 16 -068 25H -432 Page 27 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. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall Include any and all payment incentives available to the City. 8. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. 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. 3.2.5 AWARD FOR EXERCISES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2, The City reserves the right to award to a single or multiple proposers. RFQ No. a6 -068 25H -433 Page 28 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement will be required. 5. The Master Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior to City Council approval. 6. Final Master Agreement terms and conditions will be negotiated with the selected vendors. 7. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.2.6 METHOD OF ORDERING FOR EXERCISES 1. As an exercise is required, solicitations in the form of a firm price quotation will be requested from the vendors. 2. Proposers who have been qualified will be provided a scope of work for the desired kShUp—,-=ISto�zi 11 farcfional or fu 11 -scale exercise and requested to provide a written quotation, These quotations will be reviewed and evaluated by the ASAUA Grant Office. 3. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 4. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer(s). 5. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. RFQ No, 16 -068 25H-434 Page 29 6. PCs and payments for service will be issued only in the name of the Proposer. 7, Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 8. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. 3.2.7 INVOICING FOR EXERCISES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. 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. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. 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. 5. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall contain Agreement number, City PO number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. RFQ No 16 -068 25H-435 Page 30 7. Proposer shall utilize standardized invoice upon request. 8. Invoices shall only be issued by the Proposer who is awarded an agreement. 9. Payments will be issued to and invoices must be received from the same Proposer whose name is specified on the POs. 3.2.8 ACCOUNT MANAGER / SUPPORT STAFF FOR EXERCISES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. 2. 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. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. RFQ No. 16 -068 Page 31 25H -436 AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS- NEEDED BASIS THIS AGREEMENT is made and entered into this 16th day of August, 2016 by and between Public Safety Training Institute ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City "). RECITALS A. On June 6, 2016, the Santa Ana Police Department ( "SAPD") issued Request for Qualifications No. 16 -068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security - related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management, B. These courses are in support of the Anaheim /Santa Ana Urban Area ( "ASAUA ") Homeland Security Regional Training acid Exercise Program and will be funded by a grant awarded to the City by the United States Department of Homeland Security's Urban Areas Security Initiative ( "UASI ") and administered by SAPD, The ASAUA consists of the incorporated cities in Orange County and the police departments of the University of California, Irvine, and California State University, Fullerton. C. Through SAPD, the training and exercise programs will be made available to agencies in the ASAUA on an as- needed, basis to enhance domestic preparedness for acts of terrorism. D. Contractor submitted a responsive proposal that was among those selected by the City. E. In undertaking the performance of this Agreement, Contractor represents that it is lmowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW 'THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an as- needed basis; and at the sole discretion of City, Contractor shall conduct the training and/or exercise programs described in Exhibit A to this Agreement. Contractor's proposal is incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply with the technical specifications provided in Section III of RFQ No. 16 -068, which are incorporated by reference and attached as Exhibit B. 21 CHANGE ORDERS 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 25HL437 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. 3. COMPENSATION a. City neither warrants nor guarantees any minimum or maximiun compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above - referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16 -068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The tenn of this Agreement may be extended for a single (1) one -year period upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire tenn of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF 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 25H- 438 Agreement shall be at City's sole risk. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self - insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. Q. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. ('iv) Contractor shall supply City with a fully executed additional insured endorsement. 25W439 If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination, shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. S. INDEMNIFICATION Contractor agrees to and shall indemnify, defend, and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligence or willful misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged, to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Contractor's indemnification obligations in this 4 Prtwn- shallsuwive_expiratiorLOfthis Agrrement 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Contractor under this Agreement. 10. CONFORMITY WITH LAW AND SAFETY In performing any services under this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes, and regulations of governmental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over the scope of services, including all provisions of the California Occupational Safety and Health Act. Contractor shall indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and regulations. 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a 25H -440 minimum period of three (3) years, or for any longer period, required bylaw, 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, docinnents, 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 fiuther 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 infonnation. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 13. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any mammer with the performance of services specified mmnder this Agreement. 14. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Cleric of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: Brad Hadley, Sergeant TJASI Grant Coordinator Homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 251-441 To Contractor: Public Safety Training Institute. P.O. Box 6134 Auburn, CA 45604 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed. and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed, as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 15. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terns of this Agreement and any attachments hereto, the teens 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 terns and conditions hereof, shall not bind or obligate Contractor or the City. Bach party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 17, WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver wiless the writing so specifies, 18. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: 25H-'442 a. As a condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 19. NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, tennination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that maybe 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 tennnination of this Agreement.. 22. CERTIFICATIONS a.. Debarment and Suspension. Contractor will comply, and all its subcontractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CPR) §200.212 and codified in 2 CFR Part 200. b. Section 504 of the Rehabilitation Act of 1973. All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified disabled person shall, solely by reason of disability be excluded frorn the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. Contractor agrees it will ensure that requirements of The Act shall be included in any agreements with and be binding on all of its subcontractors, assignoes, or successors. C. Americans with Disabilities Act of 1990 (ADA). Contractor must comply with all 25H -443 requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. I Lobbying and Political Activity. None of the fiends, materials, property, or services provided directly or indirectly under this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act ". e. Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et seq,, and agrees that none of the funds provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. f Contractor will comply, and all its subcontractors will comply, with all requirements of the Byrd Anti - Lobbying Amendment (31 U.S.C. 1352), as applicable. g. Non: Discrimination and Equal Opportunity, Contractor will comply, and all its subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title 11 of the Americans with Disabilities Act (ADA) (1.990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Acl 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 CPR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Contractor makes a, finding of diccriminatior�a£ter_pxQCess hearing on floe gauils oracn �4lor, religlon,ationalnrigin,��s or disability against Contractor, Contractor will forward a copy of the findings to City, which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. h. Contractor will comply, and all its subcontractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment— Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (4'1 CFR chapter 60), as applicable. i. Contractor will comply, and all its subcontractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. j, Contractor will comply, and all its subcontractors will comply, with all requirements of the Copeland "Anti - Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. k. Contractor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a, to 276a -7) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C. 327 -330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 25H-444 m, Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part 15), as applicable. III Contractor will comply, and all its subcontractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94 -163, 89 Stat. 871), (53 FR 8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable. o. Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. P. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable. q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty -free, non - exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and/or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the Contractor purchases ownership with support; through this grant. The Federal govermnent's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fiilly, 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 SANTA ANA Maria D. Huizar Clerk of the Council David Cavazos City Manager 25H' -445 APPROVED AS TO FORM: SONIA R. CARVALHO CONTRACTOR: City Attorney By' , i1Qr, John Name: Assistant City Attorney Title: RECOMMENDED FOR APPROVAL: Carlos Rojas, Chief of Police Police Department 25H -1446 EXHIBIT A List of Training /Classes and Exercises TRAINING Contractor: Public Safety Train Ing Institute Discipline Codes: law Enforcement= LE, Fire = F, Emergency Medical Services= EMS, Emergency Management = EM, Public Health = PH, Other Discipline= OD Course Title Description Discipline Total Course Cost (Estimated) This course meets CA AB 1598 (Emergency response services: active Unified Response to School Community shooter incidents) mandates pertaining to law enforcement /fire Violence collaboration on policy, training, response, emergency treatment, and LE, F, ENIS $16,754.00 extraction protocols for Active shooter (AS) and Mass Casualty Incidents (MCI). This course Is designed for school faculty, to include Superintendents, Principals, School and District Administrators , Teachers, staff and local School Violence and the Active Shooter law enforcement with responsibilities for Emergency Preparedness and LE, f, EM, OD $4,068.00 Response to address the threat of an active shooter and other violent critical Incidents on school (K -12) and college campuses. This course is designed to prepare patrol officers to be an effective Critical Incident Response for the Field leader at crucial incidents and provide officers knowledge, tactics, and Officer insight helpful to develop, initiate, and successfully complete a credible LE $3,217.00 plan of action to address various critical incident circumstances including acts of violence and terrorism. This course is designed to enhance the Leadership capabilities of Critical Incident Response for LE supervisors and managers responsible for the resolution of critical Supervisors /Managers incidents with the skills & techniques to develop, Initiate and LE $7,625.00 successfully complete a credible plan of actions to deal with various critical incident circumstances Including acts of violence and terrorism. Page 1 of 2 25H -447 Contractor: public Safety Training Institute EXERCISES A) Discussion•Based Exercises - focus on strategic, policy - oriented Issues; facilitators and /or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives. ( *Note: Estimated costs are example costs only and depict a range that an exercise mayfall within. Actual costs can vary and Is dependent on the size, scope, and variables involved with a particular exercise) Exercise Type Oescriptian Variables Range of Cost Estimated * *Nat Applicable - Exercise services not proposed by Contractor B) Operation -Based Exercises - used to validate plans, policies, agreements, and procedures; clarify roles and responsibilities; and Identify resource gaps. Exercises are characterized by actual reaction to an exercise scenario, such as initiating communications or mobilizing personnel and resources. / -Note: Estimated costs are example costs only and depict a range that an exercise mayfall within. Actual costs can vary and is dependent on the size, scope, and variables Involved with a particular exercise) Page 2 of 2 25H -448 Range of Cost Exercise Type Description Variables Estimated * *Not Applicable - Exercise services not proposed by Contractor Page 2 of 2 25H -448 3.0 3.1 SECTION III EXHIBIT B TECI4NICAL SPECIFICATIONS REQUIREMENTS The specific requirements of the RFQ have been listed in two sections to allow proposers to respond to either, the training courses component, the exercise component, or both, There is no requirement the Proposer must respond to both components of the RFQ. TRAINING COURSES I. The ASAUA requires training courses in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct training courses at various locations /venues within the ASAUA. 3. The Proposer shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. 4. The Proposer shall prepare and present specified training courses, Course material shall be available at the time the training is provided for each of the training courses the proposer has outlined in their proposal. G. All training courses presented must meet state and federal guidelines and be approved by Cal OES and DHS for reimbursement under the Homeland Security Grant Program prior to delivery. Refer to the Cal OES website at: hAp: /(www.caloes.ca_gov /cal -oes- divisions /california- special !zed - train1nq- institute and 25H -449 the DHS website at: RFQ, No. 16 -068 Page 14 https: / /www.fema.govltra ininq for further information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from PEMA/Cal OES prior to delivery of the course. The EHP approval is location specific and if an EHP approval is required, one must be obtained for each location where the course is delivered. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus and /or written curriculum. 8. The Proposer shall collect written survey comments /course evaluations from participants at the conclusion of every course offered. Survey /course evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers. 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10. Proposer shall provide and assign high quality instructors on a consistent basis to deliver the specified courses. 11. All instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and following objectives for each class, completing training as described, and utilizing training aids such as audio /visual systems. RFQ No, 16 -066 Page 15 25H -450 12. The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 13. The Proposer will be paid for time, materials and for services rendered. Training days are generally eight (8) hours long, e.g. 8AM -5PM, including a one (1) hour lunch, The schedule should include regular breaks on a 50/10 break ratio — for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum. 14. Training venues may be provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 15. All Proposer developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to delivery, It is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 16. The anticipated start date of this agreement is Fall of 2016. Usage under this agreement will begin at this time. 17. Depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved. It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval. The City shall not be billed for any costs associated with obtaining these certifications and approvals. RFR No, 16 -068 25H-451 Pzge 16 18. A list of "approved" courses is available from Cal OES at www.caloes.ca.aov and a list of Federal Emergency Management Agency (FEMA) approved classes is available at www.fema.gov /training 19. Proposers are responsible for providing all course materials and delivering it to the site(s) of all training. 20. Proposer will work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21. When required, Proposer must obtain the applicable certifications for developed courses before training begins. The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 22. Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state and /or federal certification, The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 23. Proposer may not charge the City for materials brought to the class that are not utilized. 24. Proposers may be selected to provide training based on their expertise within a specific discipline. RFQ No, 16.068 25H -452 Rage 17 25. Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 26. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course, It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider on their proposed training courses whenever the need arises. 3.1.1 DELIVERABLES /REPORTS FOR TRAINING COURSES 1. Course Surveys / Evaluations a. The course surveys / evaluations results will be tabulated and scored by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. b. Completed course survey /evaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 2. Proposer must provide course flyers for all training courses to be delivered by Proposer. 3. Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered. RFQ No. 16 -068 25H -453 Page 18 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 3.1.2 QUANTITIES FOR TRAINING COURSES 1. Quantities listed herein are estimates and are not to be construed as a commitment, No minimum or maximum is guaranteed or implied. 3.1.3 PRICING FOR TRAINING COURSES 1. All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only. Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ. 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the "-nef -R-of stc- h- lower-pric"hai be- extended- terthe -C- 3. All prices are to be F.O.B. destination. Any freight /delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges; a. The City is soliciting a total price per single delivery of each training course. The price quoted for each training course 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, RFQ No. 16 -068 25H -454 Page 19 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. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. 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. 9. 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. 3.1.4 AWARD FOR TRAINING COURSES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City, 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. RFQ No. 16 -068 25H-455 Page 20 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement pursuant to this RFQ will be required. 5. Any agreement must be negotiated, finalized, and approved by the recommend vendor prior to City Council approval. 6, The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ, 3.1.5 METHOD OF ORDERING TRAINING COURSES 1. As training is required, solicitations in the form of firm price quotations will be requested from the vendors with which the City has an Agreement. 2. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 3. Price quotations will be reviewed and vendors will be selected by the UASI Grant Office, Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer. 4. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. 6. POs and payments for service will be issued only in the name of the Proposer. 6. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 7. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. RFQ No. 16 -068 25H -456 Page 3,1.6 INVOICING FOR TRAINING COURSES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. 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. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ara, CA 92701 4. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall have City PO number, invoice number, agreement number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. 6. Proposer shall utilize standardized invoices upon request. 7. Invoices shall only be issued by the vendor who is awarded an agreement. 3.1.7 ACCOUNT MANAGER I SUPPORT STAFF FOR TRAINING COURSES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. RFQ No, 16 -068 25H -457 Page 22 2. 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. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. 3.2 EXERCISES 1, The ASAUA requires seminars, workshops, tabletops, drills, functional, and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical d. Emergency Management 2. The Proposer shall conduct seminars, workshops, tabletops, drills, functional, and full -scale exercises at various locations /venues within the ASAUA. All drills, functional and full scale exercises will require an EHP approval from FEMA/Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 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. RFQ No. 16 -068 25H-458 Page 23 4. When conducting seminars, workshops, tabletops, drills, functional and full -scale exercises the Proposer shall provide all required exercise consumables, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. 5. Proposer 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. 8. Proposer 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. The Proposer and all of their exercise personnel shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge 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. Proposer must be able to secure exercise sites at any of the jurisdictions within the ASAUA. 9. Proposers are responsible for providing exercise materials and delivering it to the site(s) of all seminars, workshops, tabletops, drills, functional and full -scale exercises. 10. Proposer may not charge the City for materials brought to the seminars, workshops, tabletops, drills, functional, and full -scale exercises that are not utilized. 11. Proposers may be selected to provide seminars, workshops, tabletops, drills, functional, and full -scale exercises based on their expertise and experience within a specific discipline. RFQ No, 16 -068 25H -459 Page 24 12. Proposers shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 13. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA before delivery of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 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 Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3.2.1 QUALIFICATIONS —HOMELAND SECURITY EXERCISE EXPERIENCE The following elements outline the type of experience and expertise proposers should possess related to the development and delivery of seminars, workshops, tabletops, drills, functional and full -scale exercises. Proposers will document their experience and expertise in Attachment D — Proposal Response Packet. The ASAUA requires seminars, workshops, tabletops, drills, functional and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. Proposer should be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full- scale exercises. RFQ No. 16 -068 25H-460 Page 26 3. Proposer should have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full -scale exercises in accordance with HEESP guidelines. 4. Proposer should have staff that is experienced and proficient in conducting seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines, 5. Proposer should have staff that is experienced and proficient in providing training to and coordinating exercise evaluators, controllers, and Simulation Cell operators. 3.2.2 DELIVERABLES / REPORTS FOR EXERCISES 1. Exercise Documents a. Proposer shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. These documents should Include, but not be limited to: Exercise Plan, Controller /Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc. 2. Proposer will provide rosters, sign -in sheets, and presentation materials for all planning meetings conducted in support of all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the planning activity. 3. Proposer will provide rosters and sign -in sheets for all seminars, workshops, tabletops, drills, functional and full - scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the exercise activity. 4. Proposer will complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full -scale exercises. Copies of these AARs will be provided to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. RFQ No. 16 -068 25H-461 Page 26 5. Proposer will 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 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer will upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans into HSEEP within 60 days of completing any exercise activity. 3,2.3 QUANTITIES FOR EXERCISES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.2.4 PRICING FOR EXERCISES 1. All price quotes offered during an informal request for quote process will remain firm for the term of the resulting PO under the Agreement. 2. 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. k U. 03111111112MI 1904 W-TWORMWERM Con 1I included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. 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. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No. 16 -068 25H -462 Page 27 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, 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. 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. 3.2.5 AWARD FOR EXERCISES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award to a single or multiple proposers. RFQ No. 16 -068 25H-463 Page 28 3. The City has the right to decline to award an agreement or any part thereof for any reason, 4. City Council approval to award an Agreement will be required. 5, The Master Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior to City Council approval. 6. Final Master Agreement terms and conditions will be negotiated with the selected vendors. 7. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.2.6 METHOD OF ORDERING FOR EXERCISES 1, As an exercise is required, solicitations in the form of a firm price quotation will be requested from the vendors. 2, Proposers who have been qualified will be provided a scope of work for the desired seminar, wor shop, taa a op, drill, unc Iona or tulle exercise and requested to provide a written quotation. These quotations will be reviewed and evaluated by the ASAUA Grant Office, 3. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 4. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer(s). 5, POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. RFQ No, 16 -068 25H-464 Page 29 6. POs and payments for service will be issued only in the name of the Proposer, 7. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 8. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. 3.2.7 INVOICING FOR EXERCISES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. 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. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. 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. 5. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall contain Agreement number, City PO number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. RFQ No. 16 -068 25H-465 Page 30 7. Proposer shall utilize standardized invoice upon request. 8. Invoices shall only be issued by the Proposer who is awarded an agreement. 9. Payments will be issued to and invoices must be received from the same Proposer whose name is specified on the POs. 12.8 ACCOUNT MANAGER /SUPPORT STAFF FOR EXERCISES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. 2. 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. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. RFQ No. 16 -068 25H-466 Page 31 AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS- NEEDED 13ASIS THIS AGREEMENT is made and entered into this 16th day of August, 2016 by and between Security Solutions International, Inc. ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City "), RECITALS A. On June 6, 2016, the Santa Ana Police Department ( "SAPD ") issued Request for Qualifications No. 16 -068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security- related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management. B. These courses are in support of the Anaheim/Santa Ana Urban Area ( "ASAUA ") Homeland Security Regional Training and Exercise Program and will be fanded by a grant awarded to the City by the United States Department of Homeland Security's Urban Areas Security Initiative ( "UASI") and administered by SAPD. The ASAUA consists of the incorporated cities in Orange County and the police departments of the University of California, Irvine, and California State University, Fullerton, C. Through SAPD, the training and exercise programs will be made available to agencies in the ASAUA on an as- needed basis to enhance domestic preparedness for acts of terrorism. D. Contractor submitted a responsive proposal that was among those selected by the City. E. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an as- needed basis, and at the sole discretion of City, Contractor shall conduct the training and /or exercise programs described in Exhibit A to this Agreement. Contractor's proposal is incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply with the technical specifications provided in Section III of RFQ No. 16 -068, which are incorporated by reference and attached as Exhibit B, 2. CHANGE ORDERS 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 25H -467 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. 3. COMPENSATION a. City neither warrants nor guarantees any minimum or maximiun compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above - referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16 -068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The tenn of this Agreement may be extended for a single (1) one -year period upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire tenn of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF 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 25H- 468 Agreement shall be at City's sole risk. 7. INSURANCE+ Prior to undertaking performance of work wider this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self- insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non- owned. automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section; (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured endorsement. 25F P -469 f If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to tenninate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 81 INDEMNIFICATION Contractor agrees to and shall indemnify, defend, and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligence or willful misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. 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 propertyrights arises by reason of the terns of, or effects arising from. this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Contractor's indemnification obligations in this section shall survive expiration of this Agreement. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Contractor under this Agreement. 10. CONFORMITY WITH LAW AND SAFETY In performing any services tinder this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes, and regulations of governmental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over the scope of services, including all provisions of the California Occupational Safety and Health Act. Contractor shall indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and regulations. 11. RECORDS Contractor shall keep records and invoices in comiection 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 25H-'470 minimum period of three (3) years, or for any longer period required bylaw, 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 an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 13. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with the performance of services specified under this Agreement. 14. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clcrlc of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: Brad Hadley, Sergeant UASI Grant Coordinator Homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 25K-471 To Contractor: Security Solutions International, Inc. 13155 SW 134th St,, Suite 4103 Miami, FL 33186 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 hag 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, 1s. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrlunent that are inconsistent with, or in addition to, the terns and eonditinns hereof Shall not hind nr obligate Contractor or the City, Ranh party In this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 17. WAIVER No waiver of a breach, fail Luc of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. TERMINATION This Agreement may be terminated by the City upon thirty (3 0) 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: 25H-472 a. Asa condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 19, NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20, JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that maybe 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 oftbis Agreoment. 22. CERTIFICATIONS a. Debarment and Suspension. Contractor will comply, and all its subcontractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and codified in 2 CFR Part 200, b. Section 504 of the Rehabilitation Act of 1973, All recipients of federal funds must comply with Section 504• of the Rehabilitation Act of 1973 (The Act), Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified disabled person shall, solely by reason of disability be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employmeut, in any program or activity that receives or benefits from federal financial assistance. Contractor agrees it will ensure that requirements of The Act shall be included in any agreements with and be binding on all of its subcontractors, assignees, or successors. G. Americans with Disabilities Act of 1990 (ADA). Contractor must comply with all 25HZ473 requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. d. Lobbying and Political Activity. None of the fiords, materials, property, or services provided directly or indirectly miler 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 ". C. Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et seq., and agrees that none of the funds provided raider this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. f. Contractor will comply, and all its subcontractors will comply, with all requirements of the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352), as applicable. g. Non - Discrimination and Equal Opportunity. Contractor will comply, and all its subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as arnended; 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 1Q70, 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 Contractor makes a finding of disexiTnination after a due rp ocesg hwa ng_on the grotm 9__a tt.Qe, olos religion ,nrationaLorigixxt,,,�ex, or disability against Contractor, Contractor will forward a copy of the findings to City, which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. h. Contractor will comply, and all its subcontractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment -- Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. i. Contractor will comply, and all its subcontractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and all its subcontractors will comply, with all requirements of the Copeland "Anti - Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. k. Contractor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a -7) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C. 327 -330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 25H-'474 m. Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C, 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part 15), as applicable. n. Contractor will comply, and all its subcontractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L, 94 -163, 89 Stat. 871), (53 FR 8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable. o. Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. P. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable. q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty -free, non - exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and /or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the Contractor purchases ownership with support through this grant. The Federal government's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City frilly, 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. 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 SANTA ANA Maria. D. Huizar Clerk of the Council David Cavazos City Manager 25FF -475 APPROVED AS TO FORM: SONIA R. CARVALHO CONTRACTOR: City Attorney Fly: GjL k John . Funk Assistant City Attorney FOR APPROVAL: Carlos Rojas, Chief of Police Police Department Name: Title: 25H -1476 EXHIBITA List of Training /Classes and Exercises TRAINING Contractor: Security Solutions International, Inc. (SSI) Discipline Codes: Law Enforcement= LE, Fire - F, Emergency Medical Services= EMS, Emergency Management= EM, Public Health = PH, Other Discipline -OD Course Title Description Discipline Total Course Cost (Estimated) Multiple Assault Counter Terrorism Action Capability (MACTAC) is a scalable response to the full spectrum of Active Shooter events and allows department leaders the confidence of relying on experts to design your response while maintaining the ability to respond to additional attacks. MACTAC Basic Objectives are to prepare Individual LE officers arriving at the LE $11,220.00 scene of an active shooter or other terrorist incident to differentiate quickly whether there Is the Intent to kill en masse and respond by forming small groups that advance on the perpetrators /s and effectively use small unit tactics to end the incident as soon as possible thus saving lives. Objectives are to train personnel arriving at the scent to effectively command a squad or ad hoc unit to respond to attacks such as the recent attack in Orlando, FL. This course MACTAC Squad Leader was developed by OCOA and LAPD and has been modifled by LE $11,220.00 SSI to Incorporate performance objectives based on response by ad hoc units formed at the scene and to enable these responders to effectively terminate a mass shooting, bombing, or hostage Incident as quickly as possible. Objective same as MATAC Basic; this course enables MACTAC Train the Tralner participants in the basic program to train members of their LE $23,000,00 own agency. Page 1 of 6 25H -477 Contractor: Security SOIU[ [on s International, Inc. (SS I) Page 2 of 6 25H -478 This course is designed to take you into the world of social media research and Investigations in a safe and OSINT& Social Media Research inconspicuous manner using an abundance of social media LE $11,200.00 resources that are widely used but under - considered, as sources of Information by most clients. This course Is designed to effectively train a variety of different personnel in how to detect behavioral anomalies In LE, F, EMS, Behavioral and Predictive Analysis crowds by utilizing Israeli and global best practices developed $14,60000 originally for airport security, now available for your EM, OD personnel In a wide variety of customized course offerings. After attending this program, participants will understand Operational Response to Mass Casualty Incidents and recognize the fundamentals of mass casualty situations LE, F, EMS, $11,600.00 In public health emergencies and define the significance of EM, PH medical treatment during such shdatlons. This program is designed for Law Enforcement and Security Professionals with the appropriate background and Advanced Homeland Security Training in Israel experience to take part In this memorable mission to study LE, EM, F, 53,400.00 advanced topics in Homeland Security while visiting Hai ra, EMS the Northern Border, Tel Aviv, Jerusalem, Bethlehem, and the Dead Sea. The scope of this workshop is to educate special operation Armored Vehicle Operations Workshop p p team members, command staff, and leadership on issues LE $11,960.00 surrounding the acquisition and use Of armored vehicles, model /types available, and the operation of such vehicles. Page 2 of 6 25H -478 Contractor; security Solutions International, Inc. (SSI) Page 3 of 6 25H -479 The scope of this treln]ng program is to teach SWAT and SOP team members how to conduct operations with special use vehicles manufactured of adapted with ramps that can be Operational Use of patriot 3 s Ram p p Systems elevated. The characteristics of these vehicles and their use LE $11,22D.00 are unique and require specific lnstructlon in order maximize their effectiveness In real world missions Involving high threat crime and terrorist incidents while not compromising the safety of the team member using the equipment. The scope of this training program is to teach SWAT and SOP team members how to conduct an operation with special SWAT Counter Terror Unit Operations and Explosives characteristics peculiar to high threat crime and terrorist Mitigation incidents with the objective of accomplishing the mission, LE $23,600.00 when there are hostages Involved, IEDs, booby traps, or suicide terrorists, with maximum safety for citizens, team members and surrounding assets. This course will evaluate Inherent system vulnerabilities and Securing Public Transportation provide a strategic approach to securing them based on best LE, EM, PH $11,200.00 practices developed by Israel and the NYPD. Policing in an Era of Terrorism The objective of this course Is to relay oper ational strategies LE $11,200.00 and tactics for policing in the era of terrorism and crime. During this course, participants will gain valuable insight into the thinking behind the Global llhad and Its manifestations Middle Eastern Culture and Terrorist Strategies here In the USA. This course will Introduce US officers to the LE, EM, PH $9,500,00 various critical analysis of the concepts that have the greatest impact upon the Interests and national security policies of the United States, Page 3 of 6 25H -479 Contractor: Security Solutions International, Inc. (SS 1) Page 4 of 6 25H -480 The scope of this workshop is to teach SWAT, I<9 Handlers, and SOP team members, EOD personnel, command level and leadership personnel staff how to conduct operations with the special characteristics peculiar to high threatcrime and terrorist Incidentswith the objective of accompllshingthe Mitigation of Explosives Training mission whether there are hostages Involved, IED's, booby LE, EM, OD $11,960.00 traps, orsulclde terrorists with maximum safety for: citizens, team members and surrounding assets. This course showcases tactics, techniques and procedures that have been used successfully through the world to resolve terrorist incidents. This course enables an agency to plan, implement and deploy Aerial Platform Sheering an aerial platform for response to either a requirement for LE $23,000,00 firing, observation or for Insertions. During this course, participants will learn Fowto O dlel'stand the threats and risk to buildings, facilities, and the people within them and gain an appreciation of the techniques and Solutions for physical protection. The use of architecture, ineerin Buildin g y Safet and Engineering engineering, people and technology to deter attacks on LE , EM, PH $11,200,00 buildings, critical infrastructure and public areas, or to mitigate the effects of an attack successfully carried out, will help students understand risk and threat analysis methodologies and the benefits of an empirical study of the physical security of a facility. This course deals with advanced rescue techniques using Responder Heavy Collapse Specialist cranes and heavy equipment, The tactics are in the areas of PH, EM, P, $23,000.00 shoring, breaking and breaching, lifting and rigging. EMS This course deals with basic employment techniques for: Confined Space Operations /Technician ropes, anchors, basic Imots, rope terms, self - extraction, and p� EM, EMS, $14,600.00 team member recovery. OD Page 4 of 6 25H -480 Contractor: Security Solutions International, Inc. (S51) Page 5 of 6 25H -481 This workshop Is designed to educate participants on the types and effects of stress that confront processionals who Traumatic Events Workshop serve In stressful occupations, The course employs hands- LE, F, EMS, $1i,60p.00 on, reality based examplesthat are both useful and EM enlightening, as well as lessons learned from the experiences of the Instructor. Participants learn basic rope skllls so as to provide a wider Responder Rope Course 1 response service to the public in multiple low and high angle EMS, F, EM, F, $14,600.00 emergency conditions. OD Knowledge gained through course augments the rescuers ability to be adaptable and have greater problem solving capabilities when working within a rescue environment. Tactical Combat Casualty Care(TCCC) These tools will be gained through the lmplementatlon of LE, EM, EMS, $22,880,00 Innovative as well as foundational evidence based OD techniques and medicine to better serve the rescuers and their objectives, This course will address the nature and scope of activities and Issues Involved in securing venues from the various Mass Gathering and Venue Security Management threats. Motives , methods, and impact of threats will be LE, F, EMS, $11,600.00 discussed. This course also Includes an examination of the EM, OD strategic and tactual planning Implemented to detect, deter, prevent, and respond to potential threats. Page 5 of 6 25H -481 Contractor: security Solutions International, Inc. (SSI) EXERCISES A) Discussion -Based Exercises � focus on strategic, policy- oriented Issues; facilitators and /or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives. ('Note: Estimated costs are example costs only and depict a range that an exercise mayfall within. Actual costs can vary and is dependent on the size, scope, and variables Involved with a particular exercise) Exercise Type Description Variables Range of Cost Range of Cost (Estimated) * *Not Applicable - Exercise services not proposed by Contractor (Estimated) B) Operation -Based Exercises - used to validate plans, policies, agreements, and procedures; clarify roles and responsibilities; and Identify resource gaps. Exercises are characterized by actual reaction to an exercise scenario, such as initiating communicatlons or mobilizing personnel and resources. ( *Note; Estimated costs are example costs only and depict a range that an exercise may fail within. Actual costs can vary and is dependent on the size, scope, and variables involved with a Particular exercise) Rxercise Type Description Variables Range of Cost (Estimated) r*'Not Applicable - Exercise services not proposed by Contractor Page 6 of 6 25H -482 3.0 3.'1 SECTION III EXHIBIT B TECHNICAL. SPECIFICATIONS REQUIREMENTS The specific requirements of the RFQ have been listed in two sections to allow proposers to respond to either, the training courses component, the exercise component, or both. There is no requirement the Proposer must respond to both components of the RFQ. TRAINING COURSES The ASAUA requires training courses in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct training courses at various locations /venues within the ASAUA. 3. The Proposer shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. 4. The Proposer shall prepare and present specified training courses. Course material shall be available at the time the training is provided for each of the training courses the proposer has outlined in their proposal. 5. All training courses presented must meet state and federal guidelines and be approved by Cal OES and DHS for reimbursement under the Homeland Security Grant Program prior to delivery, Refer to the Cal OES website at: htt : / /www.caJoes.ca.gov /cal -oes- divisions /california- specialized - training institute and 25H -483 the DHS website at: RFQ No. 16•o6s Page ].4 httos: / /www.fema.aov /training for further information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from FEMA /Cal OES prior to delivery of the course. The EHP approval is location specific and if an EHP approval is required, one must be obtained for each location where the course is delivered. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus and /or written curriculum. 8. The Proposer shall collect written survey comments /course evaluations from participants at the conclusion of every course offered. Survey /course evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers. 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10. Proposer shall provide and assign high quality instructors on a consistent basis to deliver the specified courses. 11. All instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and following objectives for each class, completing training as described, and utilizing training aids such as audio /visual systems. RFQ No. 16 -068 Page 15 25H -484 12. The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 13. The Proposer will be paid for time, materials and for services rendered. Training days are generally eight (8) hours long, e.g. 8AM -5PM, including a one (1) hour lunch. The schedule should include regular breaks on a 50/10 break ratio — for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum. 14. Training venues may be provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 15. All Proposer developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to delivery. It is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 16. The anticipated start date of this agreement is Fall of 2016. Usage under this agreement will begin at this time. 17. Depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved. It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval. The City shall not be billed for any costs associated with obtaining these certifications and approvals, RFQ No. 16 -068 25H -485 Page 16 18, A list of "approved" courses is available from Cal OES at www.caloes.ca,cov and a list of Federal Emergency Management Agency (FEMA) approved classes is available at www.fema.gov /training 19. Proposers are responsible for providing all course materials and delivering it to the site(s) of all training. 20. Proposer will work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21. When required, Proposer must obtain the applicable certifications for developed courses before training begins. The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 22. Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state and /or federal certification. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 23. Proposer may not charge the City for materials brought to the class that are not utilized. 24. Proposers may be selected to provide training based on their expertise within a specific discipline. RFQ No. 16 -068 Page 77 25H -486 25. Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 26. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider on their proposed training courses whenever the need arises. 3.1.1 DELIVERABLES /REPORTS FOR TRAINING COURSES 1. Course Surveys / Evaluations a. The course surveys / evaluations results will be tabulated and scored by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. b. Completed course survey /evaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 2. Proposer must provide course flyers for all training courses to be delivered by Proposer. 3. Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered. RFQ No. 16 -068 25H-487 Page 18 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 3.1.2 QUANTITIES FOR TRAINING COURSES 1. Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.1.3 PRICING FOR TRAINING COURSES All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only. Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ. 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the he nefat- of -such4ower-pr-ise-&ha- la-be-extended to4he -a e. 3. All prices are to be F.O.B. destination. Any freight /delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges; a. The City is soliciting a total price per single delivery of each training course. The price quoted for each training course 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, RFQ No. 16 -068 25H -488 Page 19 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. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. 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. 9. 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, 3.1.4 AWARD FOR TRAINING COURSES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. RFQ No, 16 -068 25H -489 Page 20 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement pursuant to this RFQ will be required. 5. Any agreement must be negotiated, finalized, and approved by the recommend vendor prior to City Council approval. 6. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.1.5 METHOD OF ORDERING TRAINING COURSES 1. As training is required, solicitations in the form of firm price quotations will be requested from the vendors with which the City has an Agreement. 2. 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. 3. Price quotations will be reviewed and vendors will be selected by the UASI Grant Office. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer. 4. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. 5. POs and payments for service will be issued only in the name of the Proposer. 6. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 7. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. RFQ No. 16 -068 25H -490 Page 21 3.1.6 INVOICING FOR TRAINING COURSES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. 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. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City shall notify Proposer of any adjustments required to invoices. 5. Invoices shall have City PO number, invoice number, agreement number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. 6. Proposer shall utilize standardized invoices upon request. 7. Invoices shall only be issued by the vendor who is awarded an agreement. 3.1.7 ACCOUNT MANAGER / SUPPORT STAFF FOR TRAINING COURSES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. RFQ No. 16-068 25H-491 Page 22 2. 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. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. h. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. 3.2 EXERCISES 1. The ASAUA requires seminars, workshops, tabletops, drills, functional, and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical d. Emergency Management 2, The Proposer shall conduct seminars, workshops, tabletops, drills, functional, and full -scale exercises at various locations /venues within the ASAUA. All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 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. RFQ No. I6 -068 25H -492 Page 23 4. When conducting seminars, workshops, tabletops, drills, functional and full -scale exercises the Proposer shall provide all required exercise consumables, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. 5. Proposer 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. Proposer 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. The Proposer and all of their exercise personnel shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. S. 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. Proposer must be able to secure exercise sites at any of the jurisdictions within the ASAUA, 9. Proposers are responsible for providing exercise materials and delivering it to the site(s) of all seminars, workshops, tabletops, drills, functional and full -scale exercises. 10. Proposer may not charge the City for materials brought to the seminars, workshops, tabletops, drills, functional, and full -scale exercises that are not utilized. 11. Proposers may be selected to provide seminars, workshops, tabletops, drills, functional, and full -scale exercises based on their expertise and experience within a specific discipline. RFQ No. 16 -068 25H -493 page 24 12. Proposers shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee, 13. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA before delivery of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 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 Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3.2.1 QUALIFICATIONS —HOMELAND SECURITY EXERCISE EXPERIENCE The following elements outline the type of experience and expertise proposers should possess related to the development and delivery of seminars, workshops, tabletops, drills, functional and full -scale exercises. Proposers will document their experience and expertise in Attachment D — Proposal Response Packet. The ASAUA requires seminars, workshops, tabletops, drills, functional and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. Proposer should be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full- scale exercises. RFQ No. 16 -068 25H -494 Page 25 3. Proposer should have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full -scale exercises in accordance with HEESP guidelines. 4. Proposer should have staff that is experienced and proficient in conducting seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. 5. Proposer should have staff that is experienced and proficient in providing training to and coordinating exercise evaluators, controllers, and Simulation Cell operators. 3.2.2 DELIVERABLES / REPORTS FOR EXERCISES 1. Exercise Documents a. Proposer shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. These documents should include, but not be limited to: Exercise Plan, Controller /Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc. 2. Proposer will provide rosters, sign -in sheets, and presentation materials for all planning meetings conducted in support of all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the planning activity. 3. Proposer will provide rosters and sign -in sheets for ail seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the exercise activity. 4. Proposer will complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full -scale exercises. Copies of these AARs will be provided to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. RFQ No. 16 -168 25H-495 Page 26 5. Proposer will 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 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer will upload, or behalf of the ASAUA, all necessary AARs and Improvement Plans into HSEEP within 60 days of completing any exercise activity. 3.2.3 QUANTITIES FOR EXERCISES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.2.4 PRICING FOR EXERCISES 1. All price quotes offered during an informal request for quote process will remain firm for the term of the resulting PO under the Agreement. 2. 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. included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. 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. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No 16�068 25H -496 Page 27 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. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. 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. 3.2.5 AWARD FOR EXERCISES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award to a single or multiple proposers. RFQ No. 16 -068 25H -497 Page 28 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement will be required. 5. The Master Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior to City Council approval. 6. Final Master Agreement terms and conditions will be negotiated with the selected vendors. 7. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.2.6 METHOD OF ORDERING FOR EXERCISES 1. As an exercise is required, solicitations in the form of a firm price quotation will be requested from the vendors. 2. Proposers who have been qualified will be provided a scope of work for the desired set rrar; - workshap ritt, tumctiurral of full--scale exemise and requested to provide a written quotation. These quotations will be reviewed and evaluated by the ASAUA Grant Office. 3. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. A. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer(s). 5. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order, RFQ No, 15 -068 25H-498 Page 29 6, POs and payments for service will be issued only in the name of the Proposer. 7. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement, 8. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. 3.2.7 INVOICING FOR EXERCISES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. 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. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. 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. 5. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall contain Agreement number, City PO number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. RFQ No, 16 -068 25H -499 Page 30 7. Proposer shall utilize standardized invoice upon request. B. Invoices shall only be issued by the Proposer who is awarded an agreement. 9. Payments will be issued to and invoices must be received from 'the same Proposer whose name is specified on the POs. 3.2.8 ACCOUNT MANAGER/ SUPPORT STAFF FOR EXERCISES 1, Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. 2. 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. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. RFQ No. 16.068 25H -500 Rage 31 AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS- NEEDED BASIS THIS AGREEMENT is made and entered into this 16th day of August, 2016 by and between The Olsen Group, Ltd. ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City "). RECITALS A. On June 6, 2016, the Santa Ana Police Department ( "SAPD ") issued Request for Qualifications No. 16 -068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security - related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management. B. These courses are in support of the Anaheim /Santa Ana Urban Area ( "ASAUA ") Homeland Security Regional. Training and Exercise Program and will be funded by a grant awarded to the City by the United States Department of Homeland Security's Urban Areas Security Initiative ( "UASI ") and administered by SAPD. The ASAUA consists of the incorporated cities in Orange County and the police departments of the University of California, Irvine, and California State University, Fullerton, C. Through SAPD, the training and exercise programs will be made available to agencies in the ASAUA on an as- needed basis to enhance domestic preparedness for acts of terrorism. D. Contractor submitted a responsive proposal that was among those selected by the City. E. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulftig firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an as- needed basis, and at the sole discretion of City, Contractor shall conduct the training and /or exercise programs described in Exhibit A to this Agreement. Contractor's proposal is incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply with the technical specifications provided in Section III of RFQ No. 16 -068, which are incorporated by reference and attached as Exhibit B. 2. CHANGE ORDERS 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. 25HL501 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. 3. COMPENSATION a. City neither warrants nor guarantees any minimum or maximiun compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above - referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16 -068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The tenn of this Agreement may be extended for a single (1) one -year period upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire tenn of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF 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 25H- 502 Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Comrnercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting fiom any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insuuance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b, Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired arid non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. C. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured endorsement. 25FU 503 If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Contractor's right to be. paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to and shall indemnify, defend, and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligence or willful misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. 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 tenns of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Contractor's indemnification obligations in this section shall survive expiration of this Agreement. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Contractor under this Agreement. 10. CONFORMITY WITH LAW AND SAFETY In performing any services under this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes, and regulations of governmental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over the scope of services, including all provisions of the California Occupational Safety and Health Act. Contractor shall indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and regulations. 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement, Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a 25H X504 minimum period of three (3) years, or for any longer period required bylaw, 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-inform atio - n 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 sane degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 13. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with the performance of services specified under this Agreement. 14. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: Brad Hadley, Sergeant UASI Chant Coordinator Homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 25Ff 505 To Contractor: The Olsen Group, Ltd. 300 N. Washington Street, Suite 600 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. I£ 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. Tf sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 15. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City persormel or by other consultants retained by City. 17. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. TERMINATION This Agreement may be terminated by the Cityupon 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: 25H2506 a. As a condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 19. NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, tenmination or other employment related activities or in connection with any activities wider this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that maybe 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. CERTIFICATIONS a. Debarment and Suspension. Contractor will comply, and all its subcontractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CPR) §200.212 and codified in 2 CPR Part 200. b. Section 504 of the Rehabilitation Act of 1973, All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act), Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified disabled person shall, solely by reason of disability be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. Contractor agrees it will ensure that requirements of The Act shall be included in any agreements with and be binding on all of its subcontractors, assignees, or successors. C. Americans with Disabilities Act of 1990 (ADA). Contractor must comply with all 25FE 507 requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. d. Lobbying and Political Activity, None of the funds, materials, property, or services provided directly or indirectly under this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act". C. Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et seq., and agrees that none of the fords provided under this award may be expended, by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. Contractor will comply, and all its subcontractors will comply, with all requirements of the Byrd Anti- Lobbying Amendment (31 U.S.C. 1352), as applicable. g. Non- Discrimination and Equal. Opportunity. Contractor will comply, and all its subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 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 CPR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Contractor makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against Contractor, Contractor will forward a copy of the findings to City, which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S, Department of Justice. h. Contractor will comply, and all its subcontractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment— Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. i. Contractor will comply, and all its subcontractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and all its subcontractors will comply, with all requirements of the Copeland "Anti- Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable, k. Contractor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a -7) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C. 327 -330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 25H 8508 rn. Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part 15), as applicable. n. Contractor will comply, and all its subcontractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94 -163, 89 Stat. 871), (53 FR 8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable. o. Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. P. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable. q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty -free, non - exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and/or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the Contractor purchases ownership with support through this grant. The Federal government's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terns 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 SANTA ANA Maria D. Huizar Clerk of the Council David Cavazos City Manager 25Ff -509 APPROVED AS TO FORM: SONIA R. CARVALHO CONTRACTOR: City Attorney By: Jolu i . Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Carlos Rojas, Chief of Police Police Department Name: Title: 25HLb10 EXHIBIT A List of Training /Classes and Exercises TRAINING Contractor: The Olson Group, Ltd. 'Discipline Codes: Low Enforcement = L f, Fire = F, Emergency Medical Services - EMS, Emergency Management - EM, Public Health = PH, Other Dlscpline =OD Course Title Description Discipline Total Course Cost Range of Cost Estimated (Estimated) *'NOtAppllcable - 7ralning Courses not proposed by Contractor authorities, strategies, plans, policies, procedures, protocols, resources, EXERCISES A) Discusslon -Based Exercises- focus on strategic, policy- oriented Issues; facilitators and /or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives. ( *Note: Estimated costs are example costs only and depict a range that an exercise may fall within Actual costs can vary and Is dependent on the size, scope, and variables involved with a particular exercise) Exercise Type Description Variables Range of Cost Estimated Seminars generally orient participants to, or provide an overview of, authorities, strategies, plans, policies, procedures, protocols, resources, Participants u Seminar concepts, and ideas. Seminars can be valuable forentities that are Facilitation, Hours, r $5,000- $25,000 developing or making major changes to existing plans or procedures. Materials, Location Although similar to seminars, workshops differ in two Important aspects: 1. participant Interaction Is Increased, and 2. focus Is placed on achieving participants( #), Workshop or building a product. To be effective, workshops should have clearly Facilitation, Hours, $8,000- $35,000 defined objectives, products, orgoals, and should focus on a specific Materials, Location, issue. Plans Page 1 of 3 25H -511 Contractor; The Olson Group, Ltd. bletop Exercises (TTX) are Intended to generate discussion of various ues regarding a hypothetical simulated emergency. They can be used enhance general awareness, validate plans and procedures, rehearse ncepts, and /or assess the types of systems needed to guide the P Participants (if), evention of, protection from, mitigation of, response to, and recovery F Facilitation, Hours, $25,000 - $50,000 im a defined incident. The effectiveness of a TTX Is derived from the M Materials, Location, ;ommended revisions to current policies, procedures, and plans; zrefore facilitation is critical to keeping participants focused on =_rcise objectives. B) Operatlon�Dased Exercises- used to validate plans, policies, agreements, and procedures; clarify roles and responsibilities; and identify resource gaps. Exercises are characterized by actual reaction to an exercise scenario, such as initiating communications or mobilizing personnel and resources. ( *Note: Estimated costs are example costs only and depict o range that an exercise may fall within. Actual costs can vary and is dependent on the size, scope, and variables involved with a particular exercise) Exercise Type Description Variables Range of Cost (Estimated) Preparation, Planning Meetings, A drill Is a coordinated, supervised activity usually employed to validate Participants W, Hours, a specific function orcapabllity in a single agency ororganization. Drills Materials, are commonly used to provide training on new equipment, validate Site /Mgt. Drill procedures, or practice and maintain current skills. For every drill, Locations, $3Q000- $75,000 clearly defined plans, procedures, and protocols need to be in place. Personnel need to be familiar with those plans and trained in the Reporting / Travel Expenses, processes and procedures to be drilled. Moulage, e, Media, Volunteer Coordination Page 2 of 3 25H -512 Page 2 of 3 25H -512 Contractors The Olson Group, Ltd. Page 3 of 3 25H -513 Preparation, Function al Exercises (FE) are designed to validate and evaluate Planning Meetings, capabllltles, multiple functions and /or sub - functions, or Interdependent Participants (4), groups of functions. FEs are typically focused on exercising plans, Facilitation, Hours, Functional policies, procedures, and staff members Involved In management, Materials, $55,000- $100,000 direction, command, and control functions. An FE is conducted in a Site /Mgt. realistic, real -time environment; however, movement of personnel and Locations, equipment is usually simulated. Reporting /Plans, Travel & Expenses Preparation, Rill -Scale Exercises (FSE) are typicallythe most complex and resource- Planning Meetings, Intensive type of exercise. They involve multiple agencies, organizations, Participants (p), and jurisdictions and validate many facets of preparedness. FSES Often Facilitation, Hours, Include many players operating under cooperative systems such as the Materials, Full -Scale Incident Command System (ICS) or Unified Command. In an FSE, events Site /Mgt. $75,000- $150,000 are projected through an exercise scenario with event updates that drive Locations, activity at the operational level. FSEs are usually conducted in a real- Reporting /Plans, time, stressful environment that Is Intended to mirror a real Incident. Travel & Expenses, Throughout the duration of the exercise, many activities occur Moulage, Media, slmultanecusly. Volunteer Coordination Page 3 of 3 25H -513 SECTION Ill EXHIBIT B TECHNICAL SPECIFICATIONS 3,0 REQUIREMENTS The specific requirements of the RFQ have been listed in two sections to allow proposers to respond to either, the training courses component, the exercise component, or both. There Is no requirement the Proposer must respond to both components of the RFQ. 3.1 TRAINING COURSES t, The ASAUA requires training courses in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2 The Proposer hallcczncluct training courses agar- aus�ocatiops�v� nags witk� +n th ASAUA. 3, The Proposer shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. 4. The Proposer shall prepare and present specified training courses. Course material shall be available at the time the training is provided for each of the training courses the proposer has outlined in their proposal. 5. All training courses presented must meet state and federal guidelines and be approved by Cal OES and DHS for reimbursement under the Homeland Security Grant Program prior to delivery. Refer to the Cal OES website at: htin : / /www.calees.ca.gov /cal••oes- divisi ons /californla- specialized- trainlnq-instiluto 25H -514 and the DFIS websito at: RFQ No. 16.069 Page 1.4 https: / /www.fema.gov /training for further information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from FEMA /Cal OES prior to delivery of the course. The EHP approval is location specific and if an EHP approval is required, one must be obtained for each location where the course is delivered. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus and /or written curriculum. 8. The Proposer shall collect written survey comments /course evaluations from participants at the conclusion of every course offered. Survey /course evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers. 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10. Proposer shall provide and assign high quality instructors on a consistent basis to deliver the specified courses. 11. All instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and following objectives for each class, completing training as described, and utilizing training aids such as audio /visual systems. RFQ No. 16 -068 25H -515 Page. 15 12. The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 13. The Proposer will be paid for time, materials and for services rendered. Training days are generally eight (8) hours long, e.g. 8AM -5PM, including a one (1) hour lunch. The schedule should include regular breaks on a 50/10 break ratio - for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum. 14. Training venues may be provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 15. All Proposer developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to delivery. It is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall nat-4e-blW-foT-my costs associated with obtaining these approvals, 16. The anticipated start date of this agreement is Fall of 2016. Usage under this agreement will begin at this time. 17. Depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved. It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval. The City shall not be billed for any costs associated with obtaining these certifications and approvals, RFQ No. 16 -068 Page 16 25H -516 18. A list of "approved" courses is available from Cal OES at www.caloes.ca,gov and a list of Federal Emergency Management Agency (FEMA) approved classes is available at www.fema.gov /training 19. Proposers are responsible for providing all course materials and delivering it to the site(s) of all training. 20. Proposer will work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21. When required, Proposer must obtain the applicable certifications for developed courses before training begins. The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 22. Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state and /or federal certification. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications, 23. Proposer may not charge the City for materials brought to the class that are not utilized. 24. Proposers may be selected to provide training based on their expertise within a specific discipline, RPQ No. 16 -068 25H -517 Page 17 25. Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 26. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider on their proposed training courses whenever the need arises. 3.1,1 DELIVERABLES /REPORTS FOR TRAINING COURSES 1. Course Surveys / Evaluations a The--course-surveys I ev atisns- results w!]Lbe- tabulated -and -- &Gored by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. b. Completed course survey /evaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 2. Proposer must provide course flyers for all training courses to be delivered by Proposer, 3. Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered. RFQ No. 16 -068 Page 18 25H -518 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 3.1.2 QUANTITIES FOR TRAINING COURSES 1. Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.1.3 PRICING FOR TRAINING COURSES 1. All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only. Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ. 2. 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. 3. All prices are to be F.O.B. destination. Any freight /delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each training course. The price quoted for each training course 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, RFQ No. 16 -068 25H -519 Page 19 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. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. 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. 9. 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. 3.1.4 AWARD FOR TRAINING COURSES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. RFQ No. 16 -068 Page 20 25H -520 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement pursuant to this RFQ will be required. 5. Any agreement must be negotiated, finalized, and approved by the recommend vendor prior to City Council approval, 6. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ, 3.1.5 METHOD OF ORDERING TRAINING COURSES 1. As training is required, solicitations in the form of firm price quotations will be requested from the vendors with which the City has an Agreement. 2. 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. 3. Price quotations will be reviewed and vendors will be selected by the UASI Grant Office, Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer. 4. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. 5. POs and payments for service will be issued only in the name of the Proposer. 6. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 7. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. RFQ No. 16 -068 25H -521 Page 21 3.1,6 INVOICING FOR TRAINING COURSES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. 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. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City shall notify Proposer of any adjustments required to invoices. 5. Invoices shall have City PO number, invoice number, agreement number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. 6. Proposer shall utilize standardized invoices upon request. 7. Invoices shall only be issued by the vendor who is awarded an agreement. 3.1.7 ACCOUNT MANAGER/ SUPPORT STAFF FOR TRAINING COURSES 1 • Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. RFQ No. 16 -058 25H -522 Page 22 2. 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. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required, 3,2 EXERCISES 1. The ASAUA requires seminars, workshops, tabletops, drills, functional, and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct seminars, workshops, tabletops, drills, functional, and full -scale exercises at various locations /venues within the ASAUA. All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 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. RFQ No. 16 -068 25H -523 Page 23 4. When conducting seminars, workshops, tabletops, drills, functional and full -scale exercises the Proposer shall provide all required exercise consumables, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. 5. Proposer 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 exorcises. 6. Proposer 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. The Proposer and all of their exercise personnel shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge 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. Proposer must be able to secure exercise sites at any of the jurisdictions within the ASAUA. 9. Proposers are responsible for providing exercise materials and delivering it to the site(s) of all seminars, workshops, tabletops, drills, functional and full -scale exercises. 10. Proposer may not charge the City for materials brought to the seminars, workshops, tabletops, drills, functional, and full -scale exercises that are not utilized. 11. Proposers may be selected to provide seminars, workshops, tabletops, drills, functional, and full -scale exercises based on their expertise and experience within a specific discipline, RFQ No. 16 -068 Page 24 25H -524 12. Proposers shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 13, Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA before delivery of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 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 Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3.2.1 QUALIFICATIONS —HOMELAND SECURITY EXERCISE EXPERIENCE The following elements outline the type of experience and expertise proposers should possess related to the development and delivery of seminars, workshops, tabletops, drills, functional and full -scale exercises. Proposers will document their experience and expertise in Attachment D — Proposal Response Packet. The ASAUA requires seminars, workshops, tabletops, drills, functional and full -scale exercises in the following specific disciplines; a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. Proposer should be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full- scale exercises. RFQ No. 16.068 25H -525 Page 25 3. Proposer should have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full -scale exercises in accordance with HEESP guidelines. 4. Proposer should have staff that is experienced and proficient in conducting seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. 5. Proposer should have staff that is experienced and proficient in providing training to and coordinating exercise evaluators, controllers, and Simulation Cell operators. 322 DELIVERABLES / REPORTS FOR EXERCISES 1, Exercise Documents a. Proposer shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. These documents should include, but not be limited to: Exercise Plan, Controller /Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc. 2. Proposer will provide rosters, sign -in sheets, and presentation materials for all planning meetings conducted in support of all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the planning activity. 3. Proposer will provide rosters and sign -in sheets for all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the exercise activity. 4. Proposer will complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full -scale exercises. Copies of these AARs will be provided to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. RFQ No. 16 -068 Page 26 25H -526 5. Proposer will 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 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 6. Proposer will upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans into HSEEP within 60 days of completing any exercise activity. 3,2.3 QUANTITIES FOR EXERCISES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.2.4 PRICING FOR EXERCISES 1, All price quotes offered during an informal request for quote process will remain firm for the term of the resulting PO under the Agreement. 2. 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. 3. All prices are to be F.O.B. destination. Any freightidelivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. 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. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No. 16.068 25H -527 Page 27 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. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. 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. 3.2.5 AWARD FOR EXERCISES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award to a single or multiple proposers. 25H -528 RFQ No. 16 -068 Page 28 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement will be required. 5. The Master Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior to City Council approval, 6. Final Master Agreement terms and conditions will be negotiated with the selected vendors. 7. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.2.6 METHOD OF ORDERING FOR EXERCISES 1. As an exercise is required, solicitations in the form of a firm price quotation will be requested from the vendors. 2. 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 ASAUA Grant Office. 3. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 4. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer(s). 5. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. RFQ No. 16 -068 25H -529 Page 29 6. POs and payments for service will be issued only in the name of the Proposer. 7. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 8, Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City, 5.2.7 INVOICING FOR EXERCISES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. 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. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department H e-rn efand-Se cufity- D'rvisiom' -iv i- 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. 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. 5. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall contain Agreement number, City PO number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. RFR No, 16 -068 Page 30 25H -530 7. Proposer shall utilize standardized invoice upon request. 8. Invoices shall only be issued by the Proposer who is awarded an agreement. g. Payments will be issued to and invoices must be received from the same Proposer whose name is specified on the POs. 3.2,8 ACCOUNT MANAGER /SUPPORT STAFF FOR EXERCISES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. 2. 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. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. RFQ No. 16 -068 25H-531 Page 31 25H -532 AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS- NEEDED BASIS THIS AGREEMENT is made and entered into this 16th day of August, 2016 by and between Willdan Homeland Solutions ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City "). RECITALS A. On June 6, 2016, the Santa Ana Police Department ( "SAPD") issued Request for Qualifications No. 16 -068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security - related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management. B. These courses are in support of the Anaheirn/Saita Ana Urban Area ( "ASAUA ") Homeland Security Regional Training and Exercise Program and will be funded by a grant awarded to the City by the United States Department of Homeland Security's Urban Areas Security Initiative ( "UASI") and administered by SAPD. The ASAUA consists of the incorporated cities in Orange County and the police departments of the University of California, hvine, and California State University, Fullerton. C. Through SAPD, the training and exercise programs will be made available to agencies in the ASAUA on an as- needed, basis to enhance domestic preparedness for acts of terrorism. D. Contractor submitted a responsive proposal that was among those selected by the City. E. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected frona a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the tenns and conditions hereinafter set forth, the parties agree as follows: f. SCOPE OF SERVICES On an as- needed basis, and at the sole discretion of City, Contractor shall conduct the training and/or exercise programs described in Exhibit A to this Agreement, Contractor's proposal is incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply with the technical specifications provided in Section III of RFQ No. 16 -068, which are incorporated by reference and attached as Exhibit B. 2. CHANGE ORDERS 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 25HL533 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. 3. COMPENSATION a. City neither warrants nor guarantees any minimum or maximiun compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above - referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16 -068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The tenn of this Agreement may be extended for a single (1) one -year period upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire tenn of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF 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 25H- 534 Agreement shall be at City's sole risk. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance narning the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self - insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced, in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured endorsement. 25H -535 f If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to and shall indemnify, defend, and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligence or willful misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the tcrrns 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. Contractor's indemnification obligations in this section shall survive expiration of this Agreement. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Contractor under this Agreement. 10. CONFORMITY WITH LAW AND SAFETY In performing any services ender this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes, and regulations of govermnental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over the scope of services, including all provisions of the California Occupational Safety and Health Act. Contractor shall indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and regulations. 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a 25H 4 536 minimum period of three (3) years, or for any longer period required bylaw, 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 infonnation. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 13. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with the performance of services specified under this Agreement. 14. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Cleric of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: Brad Hadley, Sergeant UASI Grant Coordinator Homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 25H-537 To Contractor: Willdan Homeland Solutions 2401 East Katella Avenue, Suite 300 Anaheim, CA 92806 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, comrnruiication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 15. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the teens 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 C'i'ty. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City, 17. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver runless the writing so specifies. 18. TERMINATION This Agreement maybe terminated by the City upon thirty (3 0) 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: 25H-'538 a. As a condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 19. NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement, Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the Slate of California. Both parties further agree that Orange Comity, California, shall be the venue for any action or proceeding that maybe 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. CERTIFICATIONS a. Debarment and Suspension. Contractor will comply, and all its subcontractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and codified in 2 CFR Part 200. b. Section 504 of the Rehabilitation Act of 1973. All recipients of federal fonds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified disabled person shall, solely by reason of disability be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any prograam or activity that receives or benefits from federal financial assistance. Contractor agrees it will ensure that requirements of The Act shall be included in any agreements with and be binding on all of its subcontractors, assignees, or successors. c. Americans with Disabilities Act of 1990 (ADA). Contractor must comply with all 25FE 539 requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. d. Lobbying and Political Activity. None of the Hinds, materials, property, or services provided directly or indirectly under this Agreement shall be used for any partisan political activity, or to farther the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "hatch Act ". e, Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et seq., and agrees that none of the funds provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. f. Contractor will comply, and all its subcontractors will comply, with all requirements of the Byrd Anti - Lobbying Amendment (31 U.S.C. 1352), as applicable. g. Non - Discrimination and Equal Opportunity. Contractor will comply, and all its subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title TI 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 Pat 42, Subparts C, D, E, and O; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Contractor makes a finding of discrimination after a due process hearing nn the eroundrace sslrn 1 elig oxt �atioraLsuig n , nr disability against Contractor, Contractor will forward. a copy of the findings to City, which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. h. Contractor will comply, and all its subcontractors will comply, with all requirements of the Executive Order. 11246 of September 24, 1965, entitled "Equal Employment -- Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. i, Contractor will comply, and all its subcontractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and all its subcontractors will comply, with all requirements of the Copeland "Anti - Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CPR Part 3), as applicable. k. Contractor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a -7) as supplemented by Department of Labor regulations (29 CFR Pat 5), as applicable. 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C. 327 -330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 25H-'540 M. Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part 15), as applicable. n. Contractor will comply, and all its subcontractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94 -163, 89 Stat. 871), (53 FR 8078, 8087, Mar, 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable. 0. Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. P, Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable. q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or tinder this Agreement. However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty -free, non - exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and/or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the Contractor purchases ownership with support through this grant. The Federal govermnent's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights, 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terns 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 SANTA ANA Maria, D. Iluizar Clerk of the Council David Cavazos City Manager 25FP-541 APPROVED AS TO FORM: SONIA R. CARVALHO CONTRACTOR: City Attorney By: John Punic Assistant City Attorney RECOMMENDED FOR APPROVAL: Carlos Rojas, Chief o'fPolice Police Department Name: Title: 25H1 '642 EXHIBITA List of Training /Classes and Exercises TRAINING Contractor: Willdan Homeland Solutions Dlscip6ne Codes: Law Enforcement= LE, Fire= F, Emergency Medlcol Semlces = EMS, Emergency Management - EM, Publle Health -PH, Other Dlsclpllne -00 Course Title Description Discipline Total Course Cost (Estimated) 3 Day Immediate Action Teams! Rapid Law Intense three day program employing classroom instructor, force on Enforcement Response to Violence and force tralning and live range fire to enhance the capabillties of agency LE $26,400.00 Terrorism in the School Setting patrol divisions. All Hazards Communication Unit Leader L- This course addresses all roles and responsibilities appropriate to a 969 COML operating in a local or state -level AHIMT. LE, EM OD PH F, , , $12,256.20 This course addresses all roles and responsibilities appropriate to a DIVS operating in a local or state -level AHIMT or response, Those All Hazards Division /Group Supervisor L -960 responsibilities fall Into two categories: 1 )responding to the incident LE, F, EM, PH, OD $11,939,40 and commend needs ofthe incident, and 2) effectively fulfilling the position respond bllitles of a Division or Group Supervisor. All Hazards Facilities Unit Leader L -971 This course addresses s all roles and responsibilities appropriateto a LE, F, EM OD PH $16,523.10 Facilities Unit Leader operating on a local orstate -level AHIMT. , , This course addresses all roles and responsibilities appropriateto operating In one of the Finance /Administration Unit Leader positions on All Hazards Finance /Administration Unit a local or state -level AHIMT or single resource assignment. These Leader L -975 responslbllltles fall into two cate orlos: 1 responding to the Incident g ) p g tE, F, EM, PH, OD $12,380.50 and the command needs of the Incident, and 21 effectively fulfilling the position responsibilities of a Finance Administration Wilt Leader on an AHIMT or as a single resource, Page 1 of 11 25H -543 Contractor: Wllldan Homeland Solutions Page 2 of 11 25H -544 This course addresses all roles and responslbllltles appropriate to a Finance Section Chief operating in a local or state -level AHI M7, These All Hazards Fin ante Section Chief L -973 responsibiiI ties fall Into two categories: Finance Section Chief duties 1) LE, F, EM, PH, OD $12,172.60 managing the Fine nce/AdmInistratlon Section personnel and 2) managing the finances and administrative responsibilities during an incident. This course addresses all roles and responsibilities appropriate to a All- Hazards Incident Commander operating in a local or state -Level AHIMT. AII Hazards Incident Commander L -950 These responsibilities fall into two categories: 1) responding to the LE, F, EM, PH, 00 $17,346.60 Incident and command needs of the incident, and 2) effectively fulfilling the positlon responsibilities of on Incident Commander on an AHIMT. This« course addresses all roles and responsibilities appropriate to a Liaison Officer operating on local or State -Level All- Hazards ICS Incident All Hazards Liaison Officer L -956 Management Team. These responsibl lltles fall into two categories: 1) LE, F, EM, PH, OD $9,384.10 responding to the Incident and the command needs of the Incident, and 2) effectively fulfilling the position responsibilities of a Liaison Officer on an AHIMT. This course addresses all roles and responsibilities appropriate to a Logistics Section Chief operating on local or State -level All Hazards ICS #N- hlaxards- Logistios aeetlon- EFilef� -96 Incident Management Team. These responsibilities fall Into two {'�E -M krOD — $- 1fi,431.2 categories: Logistics Section Chief duties 1) responding to the incident; and 2) effectively fulfilling the position responsibilities ofa Logistics Section Chief on an All-Hazards ICS Incident Management Team, This course addresses all roles and responsibilities appropriate to an Operations Section Chief operating on local or State -level All-Hazards ICS Incident Management Team. These responsibilities fall Into two All Hazards Operations Section Chief L -968 categories: 1) responding to the incident and the command needs of LE, F, EM, PH, 0O $14,850,00 the Incident, and 2) effectively fulfilling the position responsibilities of an Operations Section Chief on an AII - Hazards ICS Incident Management Team. Page 2 of 11 25H -544 Contractor: Willdan Homeland Solutions Page 3 of 11 25H -545 This course addresses all roles and responsibilities appropriate to a All Hazards Planning Section Chief operating in a local or state -level All- All Hazards Planning Section Chief L -962 Hazards Incident Management Team. These responsibilities fall Into two 1E, F, EM, PH, OD $15,011.70 categories: 1) managing the planning cycle and 2) tracking resources and Incident status. This course addresses all roles and responsibilities appropriate to a All Hazards Public Information Officer operating In a local orstate -level All Hazards Public Information Officer L -992 AHIMT. These responsibilities fall into two categories: 1) responding to LE, F, EM, PH, OD $16,602 the incident and command needs ofthe incident, and 2) effectively .30 fulfilling the position responsibilities of a Public Information Officer on an AHIMTor single resource, This course addresses all roles and responsibilities approprlatetlo a All- All Hazards Resources Unit Leader L -965 Hazards Resources Unit Leader operating in a local orstate -level AHIMT LE, F, EM, PH, OD $14,587.10 or as a single resource. This course addresses all roles and responsibilities appropriate to an All- Hazards Safety Officer operating In a local or State -level AHIMTor a All Hazards Safety fficer L -954 y single resource. These responsibilities fall into two categories: 1) responding to the Incident and command needs ofthe incident, and 2) LE, F, EM, PH, OD $14,611.30 effectively fulfillingthe position responsibllgies of an Safety Officer on an AHIMT ores a single resource. This course addresses all roles and responsibilities appropriate to a Hazards Situation Situation Unit Leader operating In a local or State -level AHIMT. All Hazards Situation Unit Leader L -964 These responsibilities fall Into two categories: Situation Unit Leader LE, F, EM, PH, OD $17,215.00 duties: 1) processing information and Intelligence and 2) developing displays. All Hazards Strike Team /Task Force Leader L- This course addresses all roles and responsibilities appropriate to an All- 984 984 Strike Team/Task Force Leader operating on a local orstate- LE, F, EM, PH, OD $11,939.40 level AHIMT or as a single resource. This course Is designed for uniform patrol (first responders), Detectives, Basic Mobile Field Force Course for Patrol Narcotics or other assignments in which personnel may be mobilized LE 7$2,69500 and deployed for any special event. Page 3 of 11 25H -545 Contractor Willdan Homeland Solutions Disaster Cost Recovery Purchasing The Purchasing workshop examines in detail the requirements of Title 2 Workshop of the Code of Federal Regulations, Part 200 which govern all OD $4,000.00 purchases by local government when Federal funds are Involved. This Disaster Cost Recovery training program provides a broad overview Disaster Cost Recovery Training of disaster cost recovery processes, including requirements for OD $7,000.00 obtaining and retaining federal disaster assistance grants, specifically, FEMA's "Public Assistance" program. The 24 -hour, and condensed 16 -hour courses provide training and resources for personnel who require an understanding of an Emergency Emergency Operations Center Training Operations Center (EOC). The course Is designed to enable personnel LE, F, EM, PH to operate efficiently during an Incident or event within the ICS, SEMS, and NIMS. This course focuses on the EOC's action planning process. Participants EOC Action Planning learn what the action plan contains, and the process to develop an LE, F, EM, PH $9,98400 action plan. This 8 -hour course is designed to provide team oriented trainingfor an EOC Management Section Personnel. The course describes, explains and EOC Coordination and Management Course elaborates an the Management Section "team" roles and EM, LE, OD $6,600.00 responsibilities, critical section -level tasks, and branch /unit -level actions during a typical operational period. This Course provides Instruction on the EOC coordination process with a EOC Coordination Course focus on the role of the EOC Management Section in developing the LE $6,000.00 EOC coordination Ian. This, 8 -hour course is designed to provide team oriented training for the EOC Logistics Section personnel. The course describes, explains, and EOC Logistics Section Playback elaborates on the Logistics Section "team" roles and responsibilities, EM, LE, F, OD $6,600.00 critical section -level tasks, and branch /unit level actions during a typical operational period. This course focuses on EOC maragementand operations. Course EOC Management and Operations (3775 content Includes Multi - agency Coordination, EOC design, howto staff LE, F, EM, PH $8,040.00 the EOC, activate and deactive an EOC. Page 4 of 11 25H -546 Contractor: Willdan Homeland Solutions Page 5 of 11 25H -547 This 8 hour course Is designed to provide team oriented training for the EOC Operations Section personnel. The course describes, explains and EOC Operations Section Playbook Course elaborates on the Operations Section "team" roles and responslbllitles, EM, LE, F, OD $6,600.00 critical section level tasks, and branch /unit level actions during a typical operational period. This 8 hourcourse is designed to provide team oriented training for the EOC P &I Section personnel. The course describes, explains and EDC P &I Section Playback Course elaborates on the P &I Section "team" roles and responsibilities, critical EM, LE, F, OD $6,600.00 section -level tasks and branch /unit level actions during a typical operational period. This series of five training modules focuses on key EOC positions within EOC Position Course the Management, Operations, planning and Intelligence, logistics, and LE, F, EM, PH $25,000.00 finance and administration section. The EOC Situational Awareness and Common Operational Picture EOC Situational Awareness and Common Course builds on FEMA's Advanced Situational Awareness (SA) and Operational Picture Common Operating Picture (COP) course E143 by combing the LE, F, PH, EM $12,500.00 fundamentals of SA and COP with in -depth explanations, discussions, and best practices for achieving SA and COP. The seminar will reviewthe role of agency executives, the public information officer (PIO), the Joint Information System (JIS), and the JIC Executive Leadership Crisis Communications in disseminating timely, accurate, consistent and accessible messages. and JIC Orientation Workshop The workshop will also Include best practices for coordinating crisis LE, F, EM, PH, OD $11,700.00 communication across agencies, from the executive level to staff Support. The 8 -hour course provides training and resources, for first - responder ICS 100: Introductory ICS Training Course for personnel who require an introduction to the Incident Command Responders System. The course Is designed to enable personnel to operate LE, EM PH F, , $5,610.00 efficiently during an Incident or event within the ICS, SEMS, or NIMS. Page 5 of 11 25H -547 Contractor: Wllldan Homeland Solutions Page 6 of 11 25H -548 This 8 -hour course provides training and resources for first responder personnel who require a basic understanding of the Incident Command ICS 200; Basic Incident Command system System (ICS). The course Is designed to expand upon Information LE, F, PH, EM $5,760.00 Training Course for Responders covered In the ICS 100 (Introductory) Course and enable personnel to operate more efficiently during on incident or event within the ICS, SEMS, and, NIMS. This 20 -hour course provides training and resources for personnel who ICS 300: Intermediate incident Command require advanced application ofthe Incident Command System (ICS). System Training for Responders This course expands upon Information covered in ICS 100 and 200 LE, F, PH, EM $13,900 o courses, The course also allows those Identified personnel, including public health personnel, to complywith ICS level 300 training, This 16 -hour course provides training and resources for personnel who ICS 400: Advanced Incident Command require advanced understanding and application of the Incident LE, F, PH, EM $12,060.00 System Training Course for Responders Command System (ICS), This course expands upon Information covered In the ICS 300 course. This course provides participants with an understanding of ICS /EOC ICS /EOC Workshop Interface (G191) Interface. Course content includes an overview of ICS and MACS, and a LF, F, EM, PH $4,800.D0 practical exercise to discuss, apply and validateworkshop concepts and Ideas for effective ICS and EOC, ID -001 -RESP -Type III Advanced SWAT Intense 15 day program employing classroom Instruction, force on force Operations far Terrorist Environments raiO4ng- end- Ilve- rangefire- tsenharmefihe- eapabiktlesrof-agelregpatrol— L-E ;00308 divisions. ID- 002 -RESP- Type II Advanced SWAT Intense 18 day program employing classroom Instruction, force on force Operations for Terrorist Environments training and live range fire to enhance the cape hiLies of agency patrol LE $148,500.00 divisions. ID- 003 -RESP -Type I Advanced SWAT Intense 20 day program employing classroom Instruction, force on force Operations for Terrorist Environments training and live range fire to enhance the capabilities of agency patrol LE $169,400,00 divisions. ID-004 -RESP- Im in edlate Action teams: Intense Five day program employing classroom Instruction, force on Rapid Law Enforcement Response to force training and live range fire to enhance the capabllkles of agency LE $36,300.00 Violence and Terrorism In the School Setting patrol divisions. Page 6 of 11 25H -548 Contractor Willdan Homeland Solutions ID- 006 -RESP- SWAT -Law Enforcement Intense seven day program employing classroom instruction, force on Tactical Operations for Terrorism Response force training and live range fire to train entry level SWAT Officers to LE $56,100.00 (Basic Concepts and Tactics) effectively serve as a member of a full or part time team. Participants will study the organization of both virtual and physical JICs and learn about activation, demobilization, and the four basic Interagency Training and Exercise operational functions of a JIC, as well as hcwthose functions Interact LE, F, EM, PH $52,140.00 with each other and fit Into the overarching emergency management structures This course Is designed to bathe next step following general Emergency - Operations Center (EOC) training courses and provides jurisdictional and Jurlsdictlon /Section- Specific Emergency section - specific EOC training and resources for personnel who are Operations Center Training Course assigned to an EOC, This course Is Intended for support, supervisor, LE, F, PH, EM $20,750.00 management and executive personnel, who as a part of their Job duties or special assignments may perform functions within an agency or jurisdiction's EOC Completion of the basic Mobile Field Force course is a required pre- requisite. This course is designed for an agency's Dedicated Mobile Mobile Field Force Advanced Course Field Force who would be the first to deploy on a pre - planned event and Increasesthe capability of officers with advanced formations, passive LE $4,695.00 arrest team tactics and Tangle Team Operations and culminates in a problem solving field training exercise. Mobile Field Force Command Staff This course is limited to 1.6 attendees who will be Instructed on Strategies for Crowd Management and Command Strategic, Crowd Management, Crowd Control, and Mobile LE, EM $4,620.00 Mobile Field Force Deployment Field Force Strategies relevant to a Staff Cficers oversight of the planning and deployment of an incident. Page 7 of 11 25H -549 Contractor; WiI Ida a Homeland Solutions EXERCISES Page 8 of 11 25H -550 The course is directed exclusively to the roll of line supervisors who are directing the activities of MIT Squads. The course Includes basic tactics and deployment of all aspects of a Mobile Field Force. In addition, Mobile F-'.eld Force Critical Decision Making subjects include Use of Force in crowd control, supervisor responsibility, LE $3,125.00 for Squad Leaders accountability, and reporting of use of force Incidents, unlawful assembly and the First Amendment, dispersal, arrest strategies, use of Less Lethal Munitions, dealing with the media, as well as crowds and their makeup, strategies, and psychology. Mobile Field Force Instructor Development The Mobile Field Force Instructor Development Course will certify designated officers /supervisors in the basics of Mobile Field Force LE $6,820,00 Course Tactics and applications. The Less Lethal Certification training is designed to develop less lethal Mobile Field Force Less Lethal Deployment, Grenadiers proficient In the manipulation, deployment, recordation, LE $3,124.00 Strategy, and Tactics and required accountability of the deployment of Less Lethal Munitions during a crowd event. This course addresses the fundamentals of Situational Awareness (SA) and Common Operating Picture (COP) for emergency management and Situational Awareness (SA) and Common Includes detailed Instruction covering concepts, theory, capabilities, Operating Picture (COP) Course tools, and techniques for achieving a more effective SA and COP system EM, LE, F, OD $13,750.00 In supportof emergency operations The course supports the Communications and Information Management component of the National Incident Management System (NlMS). This 16- hourcourse provfdestraining and resources for personnel who The Public Information Officer (PIO): may be tasked with serving as a Public Information Officer (PIO) or Avoiding a Second Disaster otherwise Interdicting with the media. The participant will learn the LE, F, PH, EM $11,114.00 basics of understanding and working effectively and positively with the news media, Type 3 All- Hazards Incident Management ya g This S day course serves a basic Introduction to the activities and $25,893,30 - Team (0 -305) processes of a USFA /DHS All Hazards Type 3 AHMIT. Cost varies based E, F, EM, PH, OD $38,489.00 an number of teams attending. EXERCISES Page 8 of 11 25H -550 Contractor; Willdan Homeland Solutions A) Discussion. Based Exercises - focus on strategic, policy- oriented Issues; facilitators and /or presenters usually lead the discussion, keeping participants on track towards meeting exerclse objectives. ( *Note: Estimated costs are example costs only and depict a range that on exercise may fall within. Actual casts can vary and Is dependenton the size, scope, and variables involved with a particular exercise) Exercise Type Description varlables Range of Cast (Estimated) Seminars generally orient participants to, or provide an overview of, Seminar authorities, strategies, plans, policies, procedures, protocols, resources, Participants (h), concepts, and ideas. Seminars can be valuable for entities that are Facilitation, Hours, $5,000- $25,000 developing or malting major changesto existing plans or procedures. Materials, Location Although similar to seminars, workshops differ In two Important aspects: 1, participant interaction Is increased, and 2. focus is placed on Participants (d), achieving or bulking a p roduct. To be effective, workshops should have Facilitation, Hours, $ &,000- $35,000 clearly defined objectives, products, or goals, and should focus on a Materials, specific issue. Location, Plans Tabletop Exercises (TTX) are intended to generate discussion of various issues regarding a hypothetical simulated emergency. They can be used to enhance general awareness, validate plans and procedures, rehearse concepts, and /or assess the types of systems neededto guide the participants (k), Tabletop prevention of, protection from, mitigation of, response to, and recovery Facilitation, Hours, from a defined incident. The effectiveness of a TTX Is derived from the ,Materials, $25,000- $50,000 energetic involvement of participants and theirassessment of Location, recommended revisionsto current policies, procedures, and plans; Reporting /Plans therefore facilitation is critical to keeping participants focused on exercise objectives. B) Operation -Based Exercises- used to validate plans, policies, agreements, and procedures; clarify roles and responsibilities; and identify resource gaps. Exercises are characterized by actual reaction to an exercise scenario, such as initiating communications or mobilizing personnel and resources. ( *Note: Estimated costs are example costs only and depict a range that an exercise may fall within. Actual costs can vory and is dependent on the size, scope, and variables Involved with a particular exercise) I Exercise Type I Description I variables I nenga or uric Page 9 of 11 25H -551 drill Is a coordinated, supervised activity usually employed to va lldate specific function or capability in a single agency or organization. Drills 'e commonly used to provide training on new equipment, validate rocedures, or practice and maintain current skills. For every drill, early defined plans, procedures, and protocols need to be In place. =- rsonnel need to be familiar with those plans and trained In the ocesses and procedures to be drilled, Functional Exercises (FE) are designed to validate and evaluate capabilities, multiple functions and /or sub - functions, or interdependent groups of functions. FEs are typically focused on exercising plans, Functional policies, procedures, and staff members involved in management, direction, command, and control functions. An FE is conducted in a realistic, real -time environment; however, movement of personnel and Page 10 of 11 25H -552 Contractor: Willdan Homeland Solutions Preparation, Planning Meetings, Participants ( #), Facilitation, Hours, Materials, Site /Mgt. Locations, Reporting /Plans, Travel & Expenses, Moulage, Media, Volunteer Coordination Preparation, Planning Meetings, Participants (#), Facilitation, Hours, Materials, Site /Mgt. Locations, Travel & Expenses $30,000 - $75,000 $55,000 - $100,000 Full -Scale Exercises (FSE) are typically the most complex and resource - Intensive type of exercise, They Involve multiple agencies, organizations, and Iurlsdlctlons and validate many facets of preparedness. FSEs often Include many players operating under cooperative systems such as the Incident Command System (ICS) or Unified Command. In an FSE, events are projected through an exercise scenario with event updates that drive activity at the operational level. FSE5 are usually conducted in a real -time, stressful environment that Is Intended to mirror a real Incident. Throughout the duration of the exercise, many activities occur simultaneously. Page 11 of 11 25H -553 Contractor Willdan Homeland Solutions Preparation, Planning Meetings, Participants (N), Facilitation, Hours, Materials, Site /Mgt. Locations, $75,000- $150,D00 Reporting /Plans, Travel & Expenses, Moulage, Media, Volunteer Coordination SECTION III EXHIBIT B TECHNICAL SPECIFICATIONS 3,0 REQUIREMENTS The specific requirements of the RFQ have been listed in two sections to allow proposers to respond to either, the training courses component, the exercise component, or both, There is no requirement the Proposer must respond to both components of the RFQ. 3.1 TRAINING COURSES 1, The ASAUA requires training courses In the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. The_Pr�sei- shat- conduiat- tryping- courses- at- v@;ou&4GGat+onJventres- w�#1tfn -the IW"III.� 3, The Proposer shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. 4. The Proposer shall prepare and present specified training courses. Course material shall be available at the time the training is provided for each of the training courses the proposer has outlined in their proposal. 5. All training courses presented must meet state and federal guidelines and be approved by Cal OES and DHS for reimbursement under the Homeland Security Grant Program prior to delivery. Refer to the Cal OES website at: http: / /www.caloes.cagov /cal -oes- divisions /california- specialized- trainin _ - institute 25H -554 and the DHS website at: RFQ No. 16 -068 Page 14 httns : / /www,fema.gov /training for further information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from FEMA /Cal DES prior to delivery of the course. The EHP approval is location specific and if an EHP approval is required, one must be obtained for each location where the course is delivered. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus and /or written curriculum. 8. The Proposer shall collect written survey comments /course evaluations from participants at the conclusion of every course offered. Survey /course evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers. 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10. Proposer shall provide and assign high quality instructors on a consistent basis to deliver the specified courses. 11. All instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and following objectives for each class, completing training as described, and utilizing training aids such as audio /visual systems. RFQ No. 16 -068 25H -555 Page 15 12. The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 13. The Proposer will be paid for time, materials and for services rendered. Training days are generally eight (8) hours long, e.g. 8AM -5PM, including a one (1) hour lunch. The schedule should include regular breaks on a 50/10 break ratio - for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum. 14. Training venues rnay be provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 15. All Proposer developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to delivery. It is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests fszrapproyat The- iy_shalLnnibe-bilije any costs associated with obtaining these approvals. 16. The anticipated start date of this agreement is Fall of 2016. Usage under this agreement will begin at this time. 17. Depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved. It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval. The City shall not be billed for any costs associated with obtaining these certifications and approvals. RFQ No. 16 -068 25H -556 Page 16 18. A list of "approved" courses is available from Cal OES at www.cal oes.ca.gov and a list of Federal Emergency Management Agency (FEMA) approved classes is available at www,fema.gov /training 19. Proposers are responsible for providing all course materials and delivering it to the site(s) of all training. 20. Proposer will work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21. When required, Proposer must obtain the applicable certifications for developed courses before training begins. The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 22, Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state and /or federal certification. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 23. Proposer may not charge the City for materials brought to the class that are not utilized. 24. Proposers may be selected to provide training based on their expertise within a specific discipline. RFQ No. 16 -068 25H -557 Nagel? 25. Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 26. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider on their proposed training courses whenever the need arises. 3.1.1 DELIVERABLES / REPORTS FOR TRAINING COURSES 1. Course Surveys / Evaluations a Thy course suru€ys- /- eualuata ,ons- results will- baA- abulatpd -and scared -by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. b. Completed course survey /evaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 2. Proposer must provide course flyers for all training courses to be delivered by Proposer. 3. Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered. RFq No, 16 -068 Page 18 25H -558 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 3.1,2 QUANTITIES FOR TRAINING COURSES 1. Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.1.3 PRICING FOR TRAINING COURSES 1. All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only. Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ. 2. 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. 3. All prices are to be F.O.B. destination. Any freight /delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each training course. The price quoted for each training course 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, RFQ No, 16 -066 25H -559 Page 19 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. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. 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. 9. 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. MA AWARD FOR TRAINING COURSES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. 25H -560 RFQ No, 16.068 Page 20 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement pursuant to this RFQ will be required. 5. Any agreement must be negotiated, finalized, and approved by the recommend vendor prior to City Council approval. 6. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.1.5 METHOD OF ORDERING TRAINING COURSES 1. As training is required, solicitations in the form of firm price quotations will be requested from the vendors with which the City has an Agreement. 2. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 3. Price quotations will be reviewed and vendors will be selected by the UASI Grant Office. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer. 4. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. 5. POs and payments for service will be issued only in the name of the Proposer. 6. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 7. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. RFQ No. 16 -068 25H -561 Page 21 3.1.6 INVOICING FOR TRAINING COURSES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. 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. 3, Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M -18 60 Civic Center Plaza P.Q. Pox 1981 Santa Ana, CA 92701 4. City shall notify Proposer of any adjustments required to invoices. 5. Invoices shall have City PO number, invoice number, agreement number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. 6. Proposer shall utilize standardized invoices upon request. 7. Invoices shall only be issued by the vendor who is awarded an agreement. 3.1.7 ACCOUNT MANAGER/ SUPPORT STAFF FOR TRAINING COURSES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. RFQ No. 16 -068 25H -562 Page 22 2. 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. 3, Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. 3.2 EXERCISES I. The ASAUA requires seminars, workshops, tabletops, drills, functional, and full -scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2, The Proposer shall conduct seminars, workshops, tabletops, drills, functional, and full -scale exercises at various locations /venues within the ASAUA. All drills, functional and full scale exercises will require an EHP approval from FEMA /Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 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. RFQ No. 9.6 -068 25H -563 Pip 23 4. When conducting seminars, workshops, tabletops, drills, functional and full -scale exercises the Proposer shall provide all required exercise consumables, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. 5. Proposer 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. Proposer 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. The Proposer and all of their exercise personnel shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge 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. Proposer must be able to secure exercise sites at any of the jurisdictions within the ASAUA. 9. Proposers are responsible for providing exercise materials and delivering it to the site(s) of all seminars, workshops, tabletops, drills, functional and full -scale exercises. 10. Proposer may not charge the City for materials brought to the seminars, workshops, tabletops, drills, functional, and full -scale exercises that are not utilized. 11. Proposers may be selected to provide seminars, workshops, tabletops, drills, functional, and full -scale exercises based on their expertise and experience within a specific discipline. RFQ No, 16 -068 Page 24 25H -564 12. Proposers shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 13. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA before delivery of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. 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 Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3.2.1 QUALIFICATIONS— HOMELAND SECURITY EXERCISE EXPERIENCE The following elements outline the type of experience and expertise proposers should possess related to the development and delivery of seminars, workshops, tabletops, drills, functional and full -scale exercises. Proposers will document their experience and expertise in Attachment D — Proposal Response Packet. The ASAUA requires seminars, workshops, tabletops, drills, functional and full -scale exercises in the following specific disciplines: a. Law Enforcement /Tactical b. Fire /Emergency Medical c. Public Health d. Emergency Management 2. Proposer should be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full- scale exercises. RFQ No, 16 -068 25H -565 Page 25 3. Proposer should have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full -scale exercises in accordance with HEESP guidelines. 4. Proposer should have staff that is experienced and proficient in conducting seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. 5. Proposer should have staff that is experienced and proficient in providing training to and coordinating exercise evaluators, controllers, and Simulation Cell operators. 3.2,2 DELIVERABLES I REPORTS FOR EXERCISES 1. Exercise Documents a. Proposer shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full -scale exercises in accordance with HEESP guidelines. These documents should include, but not be limited to: Exercise Plan, Controller /Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc. 2. Proposer will provide rosters, sign -in sheets, and presentation materials for all planning meetings conducted in support of all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the planning activity. 3. Proposer will provide rosters and sign -in sheets for all seminars, workshops, tabletops, drills, functional and full -scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the exercise activity. 4. Proposer will complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full -scale exercises. Copies of these AARs will be provided to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises. RFQ No, 16-068 Page 26 25H -566 5. Proposer will 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 days of any seminars, workshops, tabletops, drills, functional, and full -scale exercises, 6. Proposer will upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans into HSEEP within 60 days of completing any exercise activity. 3.2.3 QUANTITIES FOR EXERCISES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.2.4 PRICING FOR EXERCISES 2, 3. 4. 5. 1. All price quotes offered during an informal request for quote process will remain firm for the term of the resulting PO under the Agreement. 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, All prices are to be F.O.B. destination included. Any freight /delivery charges are to be Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. Taxes and freight charges: a. 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. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No. 16 -068 25H -567 Page 27 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. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions, 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. 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. 3.2.5 AWARD FOR EXERCISES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award to a single or multiple proposers. RFQ No, 16 -068 Page 26 25H -568 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement will be required. 5. The Master Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior to City Council approval. 6. Final Master Agreement terms and conditions will be negotiated with the selected vendors. 7. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.2.6 METHOD OF ORDERING FOR EXERCISES 1. As an exercise is required, solicitations in the form of a firm price quotation will be requested from the vendors. 2. 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 ASAUA Grant Office, 3. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax, 4. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer(s). 5. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. RFQ No. 16,068 25H -569 "age 29 6. POs and payments for service will be issued only in the name of the Proposer. 7. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 8. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. 3.2.7 INVOICING FOR EXERCISES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. 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. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Nmlad�eeurit}��as�on fP1-118 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. 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. 5. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall contain Agreement number, City PO number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. RFq No. 16 -068 Page 3p 25H -570 7. Proposer shall utilize standardized invoice upon request. 8. Invoices shall only be issued by the Proposer who is awarded an agreement. 9. Payments will be issued to and invoices must be received from the same Proposer whose name is specified on the POs. 3.2.8 ACCOUNT MANAGER/ SUPPORT STAFF FOR EXERCISES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. 2. 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. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. q. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. RFQ No, 16 -068 25H -571 Page 31 25H -572