HomeMy WebLinkAboutAPTEMIZ, INC.Docusign Envelope ID: DB760936-C7F4-4890-8CAB-8C84743DCC9B N-2025-020
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1111 CLE 4 2025
oar[ AGREEMENT WITH APTEMIZ TO PROVIDE INDIRECT COST
c FenSA C�) ALLOCATION PLAN AND INTERNAL SERVICE FUND
(Qos' e pe+ez) COST ALLOCATION PLAN SERVICES
THIS AGREEMENT is made and entered into on this 15th day of January, 2025 by and between
Aptemiz, Inc., a Wyoming corporation, ("Consultant"), 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. The City desires to retain a Consultant having special skill and knowledge in the field of
providing comprehensive Indirect Cost Allocation Plan (ICAP) and Internal Service Fund
Cost Allocation Plan services for the City of Santa Ana.
B. Consultant submitted a proposal to the City and represents that it is able and willing to
provide such services to the City. Consultant's proposal shall be incorporated by reference,
as though attached here to this Agreement.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant 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
Consultant shall perform during the term of this Agreement, the tasks and obligations
including all labor, materials, tools, equipment, and incidental customary work required to fully
and adequately complete the services described and set forth in Exhibit A, attached hereto and
incorporated by reference.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services for
City, the rates and charges identified in Exhibit B. The total amount to be expended
during the term of this Agreement shall not exceed $22,500.
b. Payment by City shall be made within forty-five (45) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures. City and
Consultant agree that all payments due and owing under this Agreement shall be made
through Automated Clearing House (ACH) transfers. Consultant agrees to execute the
City's standard ACH Vendor Payment Authorization and provide required
documentation. Upon verification of the data provided, the City will be authorized to
deposit payments directly into Consultant's account(s) with financial institutions.
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Payment need not be made for work which fails to meet the standards of performance
set forth in the Recitals which may reasonably be expected by City.
3. TERM
This Agreement shall commence on the date first written above for one-year term, with the
option for the City to grant up to a one (])-year renewal, exercisable by a writing by the City
Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent Consultant 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 Consultant
performs the services which are the subject matter of this Agreement; however, the services to be
provided by Consultant shall be provided in a manner consistent with all applicable standards and
regulations governing such services. Consultant shall pay all salaries and wages, employer's social
security taxes, unemployment insurance and similar taxes relating to employees and shall be
responsible for all applicable withholding taxes.
5. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property
embodied in plans, specifications, studies, drawings, estimates, and other documents or works of
authorship fixed in any tangible medium of expression, including but not limited to, physical
drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or
caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant
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.
Consultant represents and warrants that Consultant has the legal right to license any and all
Documents & Data. Consultant makes no such representation and warranty in regard to
Documents & Data which were provided to Consultant by the City. City shall not be limited in
any way in its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
6. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall
maintain and shall require any subcontractors to obtain and maintain insurance as described
below for the entire Term of this Agreement against claims for injuries to persons or damage to
property which may arise from or in connection with services, products and materials supplied to
City. Total cost of such insurance shall be borne by Consultant.
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MINIMUM SCOPE AND LIMIT OF INSURANCE
Commercial General Liability (CGL): Insurance Services Office Form CG 00 01
covering CGL on an "occurrence" basis, including products and completed operations,
property damage, bodily injury and personal & advertising injury with limits no less than
$1,000,000 per occurrence and $2,000,000 aggregate. Required policy limits can be met
with primary and umbrella/excess insurance policies.
2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any
auto), with limits no less than $1,000,000 combined single limits. In the event Consultant
does not maintain commercial automobile liability insurance, City will accept evidence of
personal automobile insurance.
3. Workers' Compensation: as required by the State of California, with Statutory Limits,
and Employer's Liability Insurance with limit of no less than $1,000,000 per accident,
policy or employee, for bodily injury or disease. Coverage is not required if Consultant
has no employees and signs request to waive such insurance.
4. Professional Liability Insurance: with limits no less than $1,000,000 per occurrence or
claim, and $2,000,000 aggregate.
If Consultant maintains broader coverage and/or higher limits than the minimum requirements
for each line of coverage shown above, City requires and shall be entitled to the broader
coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in
excess of the specified minimum limits of insurance and coverage shall be available to City.
Other Insurance Provisions
The above required insurance policies are to contain or be endorsed to contain the following
provisions:
1. City, its City Council, its officers, officials, employees, agents, and volunteers are to be
covered as additional insureds, under Consultant's CGL, Professional Liability, and
Automobile Liability policies, with respect to any liability arising out of work or operations
performed by or on behalf of the Consultant including materials, parts, equipment, and
personnel furnished in connection with such work or operations.
2. Consultant's Insurance company(ies) agrees to waive all rights of subrogation against City,
its City Council, its officers, officials, employees, agents, and volunteers for losses paid
under the terms of any policy which arise from work performed by Consultant under this
Agreement.
3. For any claims related to this contract, Consultant's insurance coverage shall be primary
and any insurance maintained by City, its City Council, its officers, officials, employees,
agents, or volunteers shall not contribute with it.
4. A severability of interest provision must apply for all the additional insureds, ensuring that
Consultant's insurance shall apply separately to each insured against whom a claim is made
or suit is brought, except with respect to the insurer's limits of liability.
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5, Insurance policies required herein shall provide that coverage shall not be canceled,
suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or
materially changed except after thirty (30) days prior written notice has been given to City.
Ten (10) days prior written notice shall be provided to City for policy cancellation or non -
renewal due to non-payment of premium.
6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana,
Attention: Finance and Management Services Agency, 20 Civic Center Plaza, M-17, Santa
Ana, CA 92701. The name and location of project must be included in the Description of
Operations section of each certificate.
Self -Insured Retentions
Self -insured retentions must be declared to and approved by the City. The City may require the
Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses
and related investigations, claim administration, and defense expenses within the retention.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the State of California
with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City.
Verification of Coverage
Consultant shall furnish City with original Certificates of hnsurance including all required
amendatory endorsements (or copies of the applicable policy language effecting coverage required
by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all
policy endorsements before work begins, However, failure to obtain the required documents prior
to the work beginning shall not waive Consultant's obligation to provide them.
City reserves the right to require complete, certified copies of all required insurance policies,
including endorsements required by these specifications, at any time,
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the
risk, prior experience, insurer, coverage, or other special circumstances.
7. INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
agents, employees, contractors, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including death, and claims for property damage, which may arise from the
negligent operations of the Contractor, its subcontractors, agents, employees, or other persons
acting on its behalf which relates to the services described in section 1 of this Agreement; and (2)
from any claim that personal injury, damages, just compensation, restitution, judicial or equitable
relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and
hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial
or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in
this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant
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further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including
fees and costs for special counsel to be selected by the City, regarding any action by a third party
challenging the validity of this Agreement, or asserting that personal injury, damages, just
compensation, restitution, judicial or equitable relief due to personal or property rights arises by
reason of the terms of, or effects arising from this Agreement. City may make all reasonable
decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing,
to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity
shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of,
pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.
8. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend and indemnify the City, its officers, agents, representatives, and
employees against any and all liability, including costs, for infringement of any United States'
letters patent, trademark, or copyright infringement, including costs, contained in the work product
or documents provided by Consultant to the City pursuant to this Agreement.
9. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed
under this Agreement. Consultant shall maintain complete and accurate records with respect to
the costs incurred under this Agreement and any services, expenditures, and disbursements
charged to the City for a minimum period of three (3) years, or for any longer period required by
law, from the date of final payment to Consultant under this Agreement, All such records and
invoices shall be clearly identifiable. Consultant 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. Consultant 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 Consultant under this Agreement.
10. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Consultant 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
Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant
without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e)
is independently developed by the Consultant without reference to information disclosed by the
City.
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11. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with performance of services specified under this
Agreement.
12. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
information, or military and veteran status, age, national origin, ancestry, or disability, as defined
and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
promotion, termination or other employment related activities or any services provided under this
Agreement, Consultant affirms that it is an equal opportunity employer and shall comply with all
applicable federal, state and local laws and regulations.
13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Contractor, and supersedes any and all other agreements, oral or written, between the parties. In
the event of a conflict between the terms of this Agreement and any attachments hereto, the terms
of this Agreement shall prevail. This Agreement may not be modified except by written instrument
signed by the City and by an authorized representative of Contractor. The parties agree that any
terms or conditions of any purchase order or other instrument that are inconsistent with, or in
addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each
party to this Agreement acknowledges that no representations, inducements, promises or
agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any
party, which is not embodied herein.
14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
be construed to limit the City's ability to have any of the services which are the subject to this
Agreement performed by City personnel or by other Contractors retained by City.
15. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
compensation for all services performed by Consultant prior to receipt of such notice of
termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to
deliver to the City all work product(s) completed as of such date, and in such case
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such work product shall be the property of the City unless prohibited by law, and
Consultant consents to the City's use thereof for such purposes as the City deems
appropriate.
b. Payment need not be made for work which fails to meet the standard of
performance specified in the Recitals of this Agreement.
16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or
granted by the provisions of this Agreement shall be effective unless it is in writing and signed by
the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or
remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not
similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
17. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
determined and governed by the laws of the State of California. Both parties further agree that
Orange County, California, shall be the venue for any action or proceeding that may be brought or
arise out of, in connection with or by reason of this Agreement.
18. PROFESSIONAL LICENSES
Consultant 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. Consultant shall notify the City immediately and
in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
exemptions. Said inability shall be cause for termination of this Agreement.
19. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement
shall be in writing and shall be deemed to be properly given if delivered in person or mailed by
first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in
the manner provided in this Section, to the following persons:
To City:
City Clerk
City of Santa Ana
20 Civic Center Plaza (M-30)
P,O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
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With courtesy copies to:
Executive Director,
Finance and Management Services Agency
City of Santa Ana
20 Civic Center Plaza (M-17)
P.O. Box 1988
Santa Ana, California 92702
To Contractor:
Aptemiz, Inc.
Attn: Artur Elizarov, CEO
1309 Coffeen Ave., Ste. 1200
Sheridan, WY 82801
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,
20. 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.
[signature page to follow]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
-
Andrea Garcia -Miller
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
a�nryn Ovwm Il+n 31.1Oss I3:m Pnl
Kathryn Downs, CPA
Executive Director
Finance and Management Services Agency
CITY OF SAINTA ANA
City Manager
CONSULTANT:
CDocBBlBnetl by:
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90➢3B4F267BUOC...
Arturo Elizarov
Chief Executive Officer
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EXHIBIT A
SCOPE OF SERVICES
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' aptemiz
Exhibit A- Scope of Work
Introduction
1309 COFFEEN AVENUE, SUITE 1200
SHERIDAN, WYOMING 82801
WWW.APTEMIZ.COM
Aptemiz will partner with the City of Santa Ana to deliver a comprehensive
Indirect Cost Allocation Plan (ICAP) and Internal Service Fund Cost
Allocation Plans, ensuring compliance with federal and state requirements
while optimizing financial resources, Through our proven methodology,
innovative SaaS tools, and deep expertise in cost recovery and compliance,
Aptemiz will provide defensible, transparent, and actionable financial
strategies that empower the City to enhance fiscal sustainability.
The ICAP and ISF CAPS for FY24 are already in draft and pending review,
edits, and finalization (Phases 2 & 3 below). Aptemiz will complete Phases 2
& 3, moving onto Phase 4 upon execution of the contract. It is of the utmost
importance that there is minimal disruption to the progress made thus far
for FY24's plans.
Below outlines the end -to -end approach to the City's future ICAP and ISF
CAPs.
Project Objectives
The primary objectives of this project are to:
1. Develop a compliant Cost Allocation Plan (ICAP) that aligns with City
of Santa Ana's organizational structure and federal guidelines (e.g.,
OMB Circular A-87).
2. Calculate and document accurate Internal Service Fund Cost
Allocation Plans to maximize the City's reimbursement of costs.
3. Ensure defensibility for audits through clear documentation and
transparent methodologies.
4. Provide training and tools to equip City personnel with knowledge and
resources for ongoing cost allocation and compliance management.
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1309 COFFEEN AVENUE, SUITE 1200
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Recap of Deliverables
1309 COFFEEN AVENUE, SUITE 1200
SHERIDAN, WYOMING 82801
WWW.APTEMIZ.COM
Comprehensive final project report With
recomrnendationsfor sustainability.
The following deliverables will be provided as part of this engagement:
1. Project Work Plan: Outlining project scope, phases, and timelines.
2. Indirect Cost Allocation Plan (ICAP): A compliant, transparent plan
detailing cost pools, allocation bases, and cost distribution.
3. Internal Service Fund Cost of Service Study Documentation: Accurate,
defensible rate calculations with supporting data.
4. Training Materials and Sessions: Customized training materials for City
staff.
S. Final Project Report: summarizing methodologies, findings,
deliverables, and long-term recommendations.
Project Timelines and Milestones
Aptemiz proposes the following timeline for project completion:
PHASE
DURATION
KEY DELIVERABLES
PHASE 1: DATA REVIEW &
ENGAGEMENT
2-3 Weeks
Project Work Plan, Stakeholder
Report
PHASE 2: ICAP DEVELOPMENT
8-12
Weeks
Draft and Final ICAP
PHASE 3: ISF CAP DEVELOPMENT
2-3 Weeks
Draft and Final ISF CAP Reports
PHASE 4: IMPLEMENTATION &
TRAINING
2 Weeks
Training, Final Reports
Total Project Duration: Approximately 14-20 weeks from project initiation.
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Pa temiz
Assumptions and Risk Mitigation
1309 COFFEEN AVENUE, SUITE 1200
SHERIDAN, WYOMING 82801
WW W.APTEMIZ.COM
To ensure project success, the following assumptions are made:
1. City of Santa Ana will provide timely access to financial data and key
personnel.
2. Delays due to incomplete or missing data may impact timelines and
will be communicated promptly.
3. Stakeholders will participate in scheduled reviews and provide
feedback within agreed timelines.
Risk Mitigation: Aptemiz will conduct regular progress meetings and provide
status updates to address potential challenges early, ensuring adherence to
project milestones.
Quality Assurance Measures
Aptemiz is committed to delivering accurate, defensible, and high -quality
results. Our quality assurance framework includes:
Multi -Level Reviews: Each deliverable undergoes a rigorous review
process, ensuring accuracy, compliance, and alignment with federal
guidelines.
2. Stakeholder Feedback Loops: Iterative reviews with City stakeholders
to validate data, methodologies, and outputs.
3. Audit Readiness: All plans and reports are prepared to meet audit
standards, reducing the risk of findings or funding losses.
4. Continuous Communication: Regular status updates, milestone
reviews, and transparent reporting ensure all stakeholders remain
informed.
Aptemiz's phased approach, expertise, and integrated technology ensure a
seamless and comprehensive development of City of Santa Ana's Indirect
Cost Allocation Plan and Internal Service Fund Cost Allocation Plans. By
combining strategic consulting with AI -powered tools, Aptemiz will
empower the City of Santa Ana to optimize funding, achieve regulatory
compliance, and enhance long-term fiscal sustainability.
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•o :>"'•. 1309 COFFEEN AVENUE, SUITE 1200
»: aptemiz SHERIDAN, WYOMING 82801
W W W.APTEM IZ.COM
Our team looks forward to partnering with the City of Santa Ana to deliver
actionable, defensible, and impactful solutions that support essential
services and financial efficiency.
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EXHIBIT B
COSTS
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aptemiz
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Exhibit B - Pricing
1309 COFFEEN AVENUE. SUITE 1200
SHERIDAN, WYOMING 82801
W W W.APTEMIZ.COM
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HOURLY RATES
Should work outside the Scope of Service as identified in the Request for Proposal
be requested of the consultant, the hourly rate for each consultant shall be:
For Nicolie Cass Lettini, MBA, $250 (Two -hundred fifty dollars) per hour;
For Kimberly Konczak, $200 (Two -hundred dollars) per hour;
For Stephanie Ratajczak, $125 (One -hundred twenty-five dollars) per hour.
COMPENSATION PLAN
Our method of payment is to invoice monthly based on the work performed.
The Charges/Fees quoted, and other conditions stated in this proposal shall be firm
for ninety (90) days from January 9, 2025. It is further understood that at the end of
90 days, this proposal may be withdrawn at the written request of the Consultant;
and if the proposal is not withdrawn, it will remain in effect until an award is made
or the solicitation is canceled.
24
CERTIFICATE OF LIABILITY INSURANCE
Date: January 17, 2025
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER.
IMPORTANT: lithe certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of
the
policy, certain policies may require an endorsement. A statement on this certificate does not confer ri hts to the certificate holder In lieu of such endorsements .
PRODUCER
Fortune Insurance(A/C,
705 S. 9th Street#302
Tacoma, WA 98402
CONTACT NAME:
PHONE
No, Ext :
FAX
AIC No):
EMAIL
ADDRESS:
INSURERS AFFORDING COVERAGE
NAIC#
INSURERA: Underwriters at Lloyd's . London
10001
INSURED
Aptemiz Inc
1309 Coffeen Avenue Ste 1200
Sheridan, WY 82801
INSURER B:
INSURER C:
INSURER D:
INSURER E:
INSURER F:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY
REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED
BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALLTHE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
TYPE OF INSURANCE
ADDLI
NSD
SUER
WVD
POLICY NUMBER
POLICY EFF
MMIDDIYYYY
POLICY EXP
MMIDDIYYYY
LIMITS
A
GENERAL LIABILITY
X COMMERCIAL GENERAL LIABILITY
X_ CLAIMS MADE —OCCURRENCE
Y
PSNO040194648
1212312024
1212312025
EACH OCCURRENCE $1,000,000
TENANTS LEGAL LIABILITY $250,000
MEDEXPENSES $5,000
PERSONAL & ADV INJURY $1,000,000
_
GE AGG LIMIT APPLIES PER:
X POLICY_ PROJECT _ LOCATIOIN
GENERAL AGGREGATE $2,000,000
PRODUCTS-COMPIOPAGG $1,000,000
NON -OWNED AND HIRED $1,000,000
AUTOMOBILE LIABILITY
AUTOMOBILE LIABILITY
_ ANY AUTO
—ALL OWNED AUTOS
_ SCHEDULED AUTOS
_ HIRED AUTOS
_ NON -OWNED AUTOS
COMBINED SINGLE LIMIT
(Each Accident)
BODILY INJURY
(Per person)
BODILY INJURY
(Per accident)
PROPERTY DAMAGE
(Peraccident)
_
A
CYBER LIABILITY
Y
PSNO040194648
12/23/2024
12123/2025
CYBER & PRIVACY
$1,000,000
GYBERCRIME
$260,000
A
PROFESSIONAL LIABILITY
Y
PSNO040194648
12123/2024
12/23/2026
EACHCLAIM
$3,000,000
AGGRAGATE
$3,000,000
DESCRIPTION OF OPERATIONS LOCATIONS (VEHICLES (Allach ACORD 101, Addltlenal Remarks Schedule, a marespace Is required)
CERTIFICATE HOLDER IS INCLUDED AS ADDITIONAL INSURED
CERTIFICATE HOLDER CANCELLATION
CITY OF SANTA ANA
ATTN: CITY CLERK -20CIVIC CENTER PLAZA (M-30)
PO BOX 1988
SANTA ANANA, CA 92702
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE
THEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE: COCHRANE& COMPANY, ADIVISION OFCOCHRANEAGENCY INC
/
Copyright 1988.2010 ACORD CORPORATION. All rights reserved.
ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD APPROVED
By Lulsa NaJera at 11:19 em, Jan 21, 2025
NO FLAT CANCELLATIONS
POLICY NUMBER:
PSN0040194648
UNIQUE MARKET REFERENCES:
B087524C9N5047
B087524C9N5051
B087524C9NS053
THE INSURED:
Aptemiz Inc
ADDRESS:
1309 Coffeen Avenue, Ste 1200
Sheridan, WY 82801
US
THE UNDERWRITERS:
Underwritten by certain underwriters at Lloyd's and
other insurers
THE INCEPTION DATE:
00:01 Local Standard Time on 23 Dec 2024
THE EXPIRY DATE:
00:01 Local Standard Time on 23 Dec 2025
+ $500.00 BROKER FEE + $327.75 STATE TAX +
Premium breakdown:
$19.12 SURPLUS FEE = $11,271.87 TOTAL
Premium:
USD10,425.00
Policy Administration Fee:
USDO.00
BUSINESS ACTIVITIES:
Cost recovery and allocation services, regulatory
compliance consulting and related financial
management support services
CHOICE OF LAW:
Wyoming
SERVICE OF SUIT:
Mendes & Mount LLP
750 7th Avenue
New York, NY 10019 THIS INSURANCE CONTRACT IS ISSUED
LEGAL ACTION:
Worldwide PURSUANTTO THE WYOMING INSURANCE
LAWS BY AN INSURER NEITHER LICENSED
TERRITORIAL SCOPE:
Worldwide BY NOR UNDER THE JURISDICTION OF
THE WYOMING INSURANCE DEPARTMENT,
US CLASSIFICATION:
Surplus Lines IN THE EVENT OF INSOLVENCY OF THE
SURPLUS LINES BROKER:
Cochrane & Company SURPLUS LINES INSURER, LOSSES WILL NOT
Licence Na.:191534 BE PAID 8Y THE WYOMING INSURANCE
GUARANTY ASSOCIATION OR THE
PO BOX 19150 WYOMING LIFE AND HEALTH
Spokane
P INSURANCE GUARANTY ASSOCIATION.
99219 COCHRANE AGENCY INC.
RETROACTIVE DATE(S):
1405 S Rustle St Spokane WA 99224
Professional Liability:
23 Dec 2024
General Liability:
23 Dec 2024, in respect of INSURING CLAUSE 4
(SECTION F only)
REPUTATIONAL HARM PERIOD:
12 months
INDEMNITY PERIOD
12 months
(CYBER AND PRIVACY cover only):
WAITING PERIOD:
8 hours
OPTIONAL EXTENDED REPORTING
12months for100%ofapplicable annualized premium
Unique Market Reference Na. B087524C9N5047, B08'7524CM5051, B087524C9NS053 ! .' C
1�1/.A-v�„
01999-2024 CI-C Underwriting Ltd, All Rights- Deserved
• e..
APPROVED CLAIMS PANEL
Wilson Elser
PROVIDERS:
Context Security
Kivu Consulting
Crowdstri ke
DOSArrest
Mullen Coughlin
Clyde & Co
CLAIMS MANAGER:
CFC Underwriting Limited
Please report all new claimsto:
n ewcla i ms@cfc.co m
CYBER INCIDENT RESPONSE LINE:
In the event of an actual or suspected cyber incident
please call our Cyber Incident Response Team on the toll
free 24-hour hotline number:I 844-677-4155 or email
cyberc I a i ms[a)cfc.co m
WORDING:
Professions (US) v4.1
ENDORSEMENTS:
Complaints Notice (USA)
U.S. Terrorism Risk Insurance Act of 2002 As Amended
Not Purchased Clause
Business Activities Amendatory Clause (Including
Technology Products And Services)
Unique Market Reference No. 806752.4C9N5047, B087524C9N5051, B087524C91,I5053
,01999-2024 CFC Underwriting Ltd, All Rights Reserved
INSURING CLAUSE 1: PROFESSIONAL LIABILITY
ALL SECTIONS COMBINED
Aggregate limit of liability: USD3,000,000 in the aggregate
SECTION A: ERRORS AND OMISSIONS
Limit of liability:
USD3,000,000
each and every claim, including costs and
expenses
Deductible:
USD5,000
each and every claim, including costs and
expenses
SECTION B: BREACH OF CONTRACT
Limit of liability:
USD3,000,000
each and every claim, including costs and
expenses
Deductible:
USDS,000
each and every claim, including costs and
expenses
SECTION C: SUB -CONTRACTOR
VICARIOUS LIABILITY
Limit of liability:
USD3,000,000
each and every claim, including costs and
expenses
Deductible:
USD5,000
each and every claim, including costs and
expenses
SECTION D: CONTINGENT BODILY INJURY AND PROPERTY DAMAGE LIABILITY
Limit of liability: USD3,000,000 each and every claim, including costs and
expenses
Deductible: USD5,000 each and every claim, including costs and
expenses
SECTION E: INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT
Limit of liability:
USD3,000,000
each and every claim, including costs and
expenses
Deductible:
USD5,000
each and every claim, including costs and
expenses
SECTION F: POLLUTION LIABILITY
Limit of liability:
USD3,000,000
each and every claim, including costs and
expenses
Deductible:
USD5,000
each and every claim, including costs and
expenses
SECTION G: REGULATORY COSTS AND FINES
Limit of liability:
USD3,000,000
each and every claim, including costs and
expenses
Deductible:
USD5,000
each and every claim, including costs and
expenses
Unique Market Reference No. [1087524C9115047, 6087524C9N5051, [30875240)1,15053
01999-2024 CFC Underwriting Ltd, All Rig] itv Reserved
Ew,me
SECTION H: DISHONESTY OF EMPLOYEES
Limit of liability:
USD3,000,000
each and every claim, including costs and
expenses
Deductible:
USD5,000
each and every claim, including costs and
expenses
SECTION I: PAYMENT OF WITHHELD
FEES
Limit of liability:
USD3,000,000
each and every claim, including costs and
expenses
Deductible:
USDS,000
each and every claim, including costs and
expenses
INSURING CLAUSE 2: CYBER AND PRIVACY
ALL SECTIONS COMBINED
Aggregate limit of liability:
USD1,000,000
in the aggregate
SECTION A: NETWORK SECURITY AND PRIVACY LIABILITY
Aggregate limit of liability: USD1,000,000 in the aggregate, including costs and
expenses
Deductible: USD2,500 each and every claim, including costs and
expenses
SECTION B: INCIDENT RESPONSE COSTS
Aggregate limit of liability: USD1,000,000 in the aggregate, including costs and
expenses
Deductible: USDO each and every claim
SECTION C: LEGAL, FORENSIC AND BREACH MANAGEMENT COSTS
Aggregate limit of liability: USD1,000,000 in the aggregate, including costs and
expenses
Deductible: USD2,500 each and every claim
SECTION D: EXTORTION
Aggregate limit of liability: USD250,000
Deductible:
USD2,500
in the aggregate, including costs and
expenses
each and every claim
SECTION E: SYSTEM DAMAGE AND RECTIFICATION COSTS
Aggregate limit of liability: USD1,000,000 in the aggregate, including costs and
expenses
Deductible: USD2,S00 each and every claim
UnigUe Market Reference No. BO87524C9NSO47, BO87524C91\15O51, 8O87524C9NSO53
01999-2024 CFC UnderwiMng Ltd, All Rights R"orvcad
0 cfc
SECTION F: SYSTEM BUSINESS INTERRUPTION AND REPUTATIONAL HARM
Aggregate limit of liability: USD1,000,000 in the aggregate, including costs and
expenses
Deductible: USD2,500 each and every claim
SECTION C: CLAIM PREPARATION COSTS
Aggregate limit of liability: USD25,000
Deductible:
USDO
INSURING CLAUSE 3: CYBER CRIME
ALL SECTIONS COMBINED
Aggregate limit of liability: USD250,000
SECTION A: FUNDS TRANSFER FRAUD
in the aggregate, including costs and
expenses
each and every claim
in the aggregate
Aggregate limit of liability:
USD250,000
in the aggregate, including costs and
expenses
Deductible:
USD2,500
each and every claim, including costs and
expenses
SECTION B:THEFT OF FUNDS HELD IN ESCROW
Aggregate limit of liability:
USD250,000
in the aggregate, including costs and
expenses
Deductible:
USD2,500
each and every claim, including costs and
expenses
SECTION C: CUSTOMER PAYMENT FRAUD
Aggregate limit of liability:
USD50,000
in the aggregate, including costs and
expenses
Deductible:
USD2,500
each and every claim, including costs and
expenses
SECTION D:TELEPHONE HACKING
Aggregate limit of liability:
USD50,000
in the aggregate, including costs and
expenses
Deductible:
USD2,500
each and every claim, including costs and
expenses
Unique Market Reference No. 8087524C9N5047, 8087524C9N5051, 13087524C9N5053
lf.1999-2024 CFC Under I N11g Ltd, All Rights Reserved
0 cfc
INSURING CLAUSE 4: COMMERCIAL GENERAL LIABILITY
ALL SECTIONS COMBINED
Aggregate limit of liability: USD2,000,000 in the aggregate
SECTION A: BODILY INJURY AND PROPERTY DAMAGE LIABILITY
Limit of liability: USD1,000,000 each and every claim, including costs and
expenses
Deductible: USD1,000 each and every claim, including costs and
expenses
SECTION B: PERSONALANDADVERTISING INJURY
Limit of liability: USD1,000,000 each and every claim, including costs and
expenses
Deductible: USD1,000 each and every claim, including costs and
expenses
SECTION C: PRODUCTS AND COMPLETED OPERATIONS LIABILITY
Aggregate limit of liability: USD1,000,000 in the aggregate, including costs and
expenses
Deductible: USD1,000 each and every claim, including costs and
expenses
SECTION D: TENANTS' LEGAL LIABILITY
Aggregate limit of liability:
USD250,000
in the aggregate, including costs and
expenses
Deductible:
USD1,000
each and every claim, including costs and
expenses
SECTION E: MEDICAL EXPENSES
Limit of liability:
USDS,000
each and every claim
Deductible:
USDO
each and every claim
SECTION F: EMPLOYEE BENEFITS LIABILITY
Aggregate limit of liability:
USD1,000,000
in the aggregate, including costs and
expenses
Deductible:
USD1,000
each and every claim, including costs and
expenses
SECTION G: NON -OWNED AND HIRED AUTOMOBILE
LIABILITY
Limit of liability:
USD1,000,000
each and every claim, Including costs and
expenses
Deductible:
USD2,500
each and every claim, including costs and
expenses
Unique Market Reference No. C3087524CM5047, 3087524C9115051, 13087524C9N5053
C51999-2024 CFC underwriting I_td, All Rights Reserved
SECTION H: LIABILITY FOR DAMAGE TO HIRED OR LEASED AUTOMOBILES
Limit of liability: USD50,000 each and every claim, including costs and
expenses
Deductible: USD2,500 each and every claim, including costs and
expenses
INSURING CLAUSE 5: COMMERCIAL PROPERTY
NO COVER GIVEN
INSURING CLAUSE 6: BUSINESS INTERRUPTION
NO COVER GIVEN
INSURING CLAUSE 7: LOSS MITIGATION
Aggregate limit of liability: USD3,000,000
Deductible:
in the aggregate, including costs and
expenses
each and every claim
INSURING CLAUSE 8: COURT ATTENDANCE COSTS
Aggregate limit of liability: USD100,000 in the aggregate, including costs and
expenses
Deductible: USDO each and every claim
INSURING CLAUSE 9: REPUTATION AND BRAND PROTECTION
Aggregate limit of liability: USD100,000 in the aggregate, including costs and
expenses
Deductible: USDO each and every claim
Unique Mirkot Reference No. 8087524C9N5047, 8087524C9N5057, B087524C91,15053
01999-2024 CI'C Underwriting Ltd, All Rights Reserved
ATTACHING TO POLICY
NUMBER: PSN0040194648
THEINSURED: Aptemiz Inc
WITH EFFECT FROM: 16 Jan 202S
It is understood and agreed that, notwithstanding the "Our rights of recovery' CONDITION, we
agree to waive our rights of subrogation against a responsible third party client of yours, but
only if you and your client have entered Into a contract that contains a provision requiring us
to do this
Third party means:
City of Santa Ana, its City council, its officers, employees, agents, and volunteers
SUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE POLICY
AL101011sed Signatory
CI=C Underwriting Ltd
ATTACH INGTO PSNO040194648
POLICY NUMBER:
THE INSURED: Aptemiz Inc
WITH EFFECT FROM: 16 Jan 2025
It is understood and agreed that the following amendments are made
to this Policy:
1. The following DEFINITION is added:
"Additional Insured" means
City of Santa Ana, its City Council, its officers, employees, agents, and
volunteers
20 Civic Center Plaza (M-30)
PO Box 1988
Santa Ana, CA 92702
US
2. Where an "Additional insureds" CONDITION exists in this Policy,
additional Insureds are included as a third party.
3. Where an "Additional insureds" CONDITION does not exist in this
Policy, the following CONDITION Is added:
Additional insureds
Additional insureds are indemnified under this Policy as if they were
you, but only in respect of sums which they become legally obliged
to pay (including liability for claimants' costs and expenses) as a
result of any claim arising solely out of an act, error or omission
committed by you or on your behalf, provided that had the claim
been made against you, then you would be entitled to indemnity
under this Policy.
Before we indemnify any additional insured, they must prove to us
that the claim arose solely out of an act, error or omission
committed by you or on your behalf and fully comply with
CONDITION as if theywere you.
When this CONDITION applies, it will be primary and non-
contributory to the additional insured's own insurance but only if
you and the additional insured have entered into a contract that
contains a provision requiring this.
Whilst additional insureds are indemnified under this Policy, any
claim made by additional insureds against you will be treated by us
as iftheywere a third party and not as a named insured,
4. The following CONDITION is added:
Notice of cancellation to additional insureds
If we give you notice of cancellation in accordance with the
"Cancellation" CONDITION, we will endeavour to provide the same
Unique Market Reference No. 6087524G9N5047, B087524CM5053, 6087524C9N5051
01999�2025 CFC Underwriting Ltd, All Rights Reserved
notice of cancellation to additional Insureds; however, not doing so
will not place any additional liability upon us.
SUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE
POLICY
Authorised Signatory
CFC Underwriting Ltd
UOICGUe Market Reference No. 13O9752.4C9115047, 13O87524C9N5053, BO87524.C9115051
(01999-2025 CFC Underwriting Ltd, All Rights Reserved