1 A G R E E M E N T
THIS AGREEMENT ("Agreement"), dated for purposes of identification only this _______ day of ________, 2023, is made and entered into by and between the:
CITY OF ANAHEIM, a municipal corporation, hereinafter referred to as "ANAHEIM",
A
N
D
VALIANT GLOBAL DEFENSE SERVICES, INC., a Delaware corporation, hereinafter referred to as "VALIANT."
ANAHEIM and VALIANT are sometimes individually referred to herein as "Party" and collectively as "Parties."
W I T N E S S E T H:
WHEREAS, ANAHEIM is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City of Anaheim; and WHEREAS, ANAHEIM issued a Request for Propo sals (“RFP”) on March 9, 2023 , to procure two (2) Senior Intelligence Analyst Supervisor s, two (2) Senior-level Intelligence Analysts, three (3) Mid-level Intelligence Analysts; two (2) Junior-level Intelligence Analysts; two (2) Domestic Violent Extremism (DVE) Intelligence Analysts, one (1) Critical Infrastructure Protection (CIP) Intelligence Analyst, one (1) Cyber Intelligence Analyst, one (1) Cyber Systems Analyst, and (1) Health Care Liaison Officer Program Coordinator for intelligence work to be performed at the Orange County Intelligence Assessment Center ("OCIAC"); and WHEREAS, VALIANT submitted a Proposal dated April 6, 2023, which Proposal meets the requirements set forth in the RFP (the "Proposal"); and WHEREAS, ANAHEIM desires to retain VALIANT to provide intelligence analysis and technical services to assist the Anaheim Police Department, through OCIAC, in its efforts to protect residents, visitors and critical infrastructure from acts of terrorism; and 2 WHEREAS, VALIANT has the experience and expertise necessary to provide such professional services, and is willing to do so under the terms and conditions set forth herein.
NOW, THEREFORE, FOR AND IN CONSIDERA TION OF THE MUTUAL
PROMISES, COVENANTS AND CONDITIONS HEREIN CONTAINED, THE PARTIES AGREE AS FOLLOWS:
1. DOCUMENTS MADE PART OF AGREEMENT
The RFP and VALIANT’s Proposal, copies of which are maintained in the offices of the ANAHEIM Police Department, are hereby made a part of this Agreement and incorporated herein by reference as though fully set forth herein. In the event of a conflict between the RFP, the Proposal and this Agreement, the order of preference of such documents shall be as follows:
1) this Agreement, 2) the RFP, and 3) VALIANT’s Proposal.
2. SERVICES TO BE PROVIDED BY VALIANT
2.1 In compliance with all of the terms and conditions of this Agreement, VALIANT shall provide two (2) Senior Intelligence Analyst Supervisor s, two (2) Senior-level Intelligence Analysts, three (3) Mid-level Intelligence Analysts; two (2) Junior -level Intelligence Analysts; two (2) Domestic Violent Extremism (DVE) Intelligence Analysts, one (1) Critical Infrastructure Protection (CIP) Intelligence Analyst, one (1) Cyber Intelligence Analyst, one (1) Cyber Systems Analyst, and one (1) Health Care Liaison Officer Program Coordinator (collectively, the “Intelligence Analyst Positions”) who are qualified and security clearance eligible to perform the services, as more particularly set forth in detail in the RFP under "Scope of Work and Minim um Qualifications" incorporated herein as Exhibit C, and in VALIANT’s Proposal, under "RFP Response," incorporated herein (hereinafter the “Services”). In addition to the Services described above , at the request of ANAHEIM, VALIANT will attend various meetings and threat briefings throughout the State of California at a local, state or federal facility approved for SECRET level material.
2.2 In addition to meeting the Minimum Qualifications set forth in the RFP and Proposal, all personnel performing Services pursuant to this Agreement , must possess, at a minimum, an interim SECRET security clearance. In addition, all personnel performing services pursuant to this Agreement must pass a background check, including a polygraph examination, performed by the Orange County Sheriff’s Department, before that individual commences employment or performs services at OCIAC.
3 2.3 VALIANT must maintain a valid and current Unique Entity Identifier (UEI) and Cage Code. VALIANTs’s UEI Number is PD3UQQ22NQW1, VALIANTs’s Cage Code is 0K831, and VALIANT’s DUNS number is 802316315
2.4 VALIANT shall comply with FAR Clause 52.204-2 (Security) during the term of this Agreement.
2.5 The Work location for VALIANT shall be:
Orange County Intelligence Assessment Center
P.O. Box 1755
Santa Ana, CA 92702-1755
2.6 The Orange County Intelligence Assessment Center reserves the right to change the Work location throughout the Term of this Agreement, at the sole discretion of the Orange County Intelligence Assessment Center Project Manager, provided the change in work location is not more than 15 miles from the current work location.
2.7 At the request of the Orange County Intelligence Assessment Center Project Manager, VALIANT personnel will be required to attend various meetings and threat briefings throughout the state of California at a local, state, or Federal facility approved for SECRET level material. If VALIANT has concerns about the cost of attending these meetings or if doing so is reimbursable, it will raise the concerns with the Orange County Intelligence Assessment Center Project Manager and the parties will attempt to find a workable solution.
3. TERM
The term of this Agreement shall commence on July 19, 2023, and shall terminate one (1) year thereafter, unless terminated earlier as set forth in Section 19 herein ("Initial Term").
The ANAHEIM Chief of Police is hereby authorized to extend this Agreement , for such amount of time as is deemed necessary to carry out the purposes under this Agreement, so long as the total amount of time of all such extensions together does not exceed a total of four (4) years ("Renewal Term") with the extensions to commence upon the expiration of the Initia l Term or any Renewal Term. ANAHEIM shall notify VALIANT in writing at least thirty (30) days before the end of the Initial Term or any Renewal Term, of its intent to extend this Agreement (hereinafter the phrases "Initial Term" and "Renewal Term," if any, shall be collectively referred to as the "Term").
4. COMPENSATION
4 4.1 ANAHEIM shall pay VALIANT for the Services rendered pursuant to this Agreement during the Initial Term and any Renewal Term in accordance with the Pricing Proposal set forth in Section 4 of the RFP, which Pricing Proposal is attached here to as Exhibit "A" and incorporated herein by reference. In no event shall the maximum compensation paid to VALIANT exceed the annual sums outlined below (the “Annual Contract Amount”).
In Year One of th e Agreement, the compensation shall not exceed T wo Million, Five Hundred Fifty Three Thousand Eight Hundred and Twelve Dollars ($2,553,812.00) In Year Two of the Agreement, the compensation shall not exceed Two Million, Six Hundred Twenty-Seven Thousand Eight Hundred and Sixty-Five Dollars ($2,627,865.00) In Year Three of the Agreement, the compensation shall not exceed Two Million, Seven Hundred and Four Thousand Eighty-One Dollars ($2,704,081.00) In Year Four of the Agreement, the compensation shall not exceed Two Million, Seven Hundred Eighty-Two Thousand Six Hundred and Forty-Seven Dollars ($2,782,647.00) In Year Five of this Agreement, the compensation shall not exceed Two Million, Eight Hundred Sixty-Three Thousand Six Hundred Dollars ($2,863,600.00) In addition, the ma ximum total compensation payable under the Agreement shall not exceed the sum of Thirteen Million Five Hundred Thirty Two Thousand and Five Dollars ($13,532,005.00) (the “Contract Amount”).
4.2 The Anaheim Police Chief is authorized to approve additional expenditures not included in the Scope of Services, including the training of person nel filling the Intelligence Analyst Positions, if the Police Chief determines, in his/her sole discretion, that these additional extra services are necessary for the successful completion of the Services, provided that such extra services do not cause the compensation paid to VALIANT to exceed the Annual Contract Amount.
In no event shall VALIANT render Extra Services beyond the scope of this Agreement without the written authorization of the Police Chief or his designee.
All Extra Services approved in writing by the Police Chief shall be billed at either the rates set forth in Exhibit A or at a fixed price, at ANAHEIM’s sole discretion. If billed at a fixed price, VALIANT shall provide ANAHEIM with general description of the extra services to be performed with a proposed price. At such time as the Police Chief has approved the extra services, has agreed to a fixed price for the services, and has notified VALIANT of such approval and agreement in writing, VALIANT shall perform the extra services 5 4.3. Each month, VALIANT shall submit an invoice to ANAHEIM describing the services performed and/or the specific task in the Scope of Services to which it relates, the date the services performed, the number of hours spent on all work billed on an hourly basis, and a description of any reimbursable expenditures. ANAHEIM shall pay VALIANT no later than thirty (30) days after approval of the monthly invoice by ANAHEIM.
4.4 ANAHEIM and VALIANT recognize that the continuation of this Agreement after the close of any fiscal year of ANAHEIM, which fiscal year ends on June 30 of each year, shall be subject to budget approval providing for or covering such contract items a s an expenditure in said budget. ANAHEIM does not represent that said budget item will be actually adopted, said determination being the determination of the City Council at the time of the adoption of the budget herein. No penalty shall accrue to ANAHEI M in the event this provision shall be exercised. Should termination be accomplished in accordance with this Section, a settlement shall be negotiated by the Parties based on items delivered, services provided, monies paid and monies due.
5. ADMINISTRATION
This Agreement will be administered by the ANAHE IM Police Department. The following employees of the Police Department shall be authorized to take the following actions pursuant to this Agreement:
(a) The Chief of Police is authorized to take a ny and all actions on behalf of ANAHEIM as specifically set forth herein including, but not limited to, terminating servic es in accordance with Section 19 of this Agreement and executing amendments to the Agreement pursuant to Section 29, provided such ame ndment(s) does not cause the amount payable to VALIANT to exceed the Contract Amount.
(b) The Chief of Police shall designate, in writing, a Project Administrator (“Project Administrator”). The Project Administrator is authorized to take those specific actions set forth herein and to review and approve all S ervices performed by VALIANT under this Agreement, including involvement in the selection, and, if necessary in order to carry out the purposes of this Agreement the replacement, of the Intelligence Analyst Positions. The Project Administrator shall not be authorized to exercise any Renewal Term option or terminate Services under this Agreement.
6. STANDARD OF CARE
6 6.1 VALIANT shall perform all services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. VALIANT represents and maintains that it is skilled in the professional calling necessary to perform the services. VALIANT warrants that all employees and subcontractors, if any, shall have sufficient skill and experience to perform the services assigned to them. By delivery of completed work, VALIANT certifies that the work conforms to the requirements of this Agreement; all applicable federal, state and local laws; and the professional standard of care.
6.2 VALIANT represents and warrants to ANAHEIM that it has, and/or shall obtain, and shall keep in full force in effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of VALIANT to practice its profession.
7. FAMILIARITY WITH WORK
By executing this Agreement, VALIANT represents and warrants that VALIANT:
(a) has thoroughly i nvestigated and considered the S ervices to be performed; (b) has carefully considered how th e S ervices should be provided; and (c) fully understands the facilities, difficulties and restrictions attending the provision of the Services under this Agreement. Should VALIANT discover any latent or unknown conditions materially differing from those inherent in the provision of such S ervices or as represented by ANAHEIM, VALIANT shall immediately inform ANAHEIM of such f act and shall not proceed except at VALIANT's risk until written instructions are received from ANAHEIM.
8. INDEPENDENT CONTRACTOR
8.1 VALIANT shall perform all S ervices required herein as an independent contractor of ANAHEIM and shall remain at all times as to ANAHEIM a wholly independent contractor with only such obligations as are consistent with that role. VALIANT shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of ANAHEIM. ANAHEIM shall not in any way or for any purpose become or be deemed to be a partner of VALIANT in its business or otherwise or a joint venture or a member of any joint enterprise with VALIANT.
8.2 In consideration for the compensation paid to VALIANT by ANAHEIM, VALIANT agrees that ANAHEIM shall not be liable or responsible for any benefits, including, 7 but not limited to, worker's compensation, disability, retirement, life, unemployment, health or any other benefits, and VALIANT agrees that it shall not sue or file a claim, petition or application therefore against ANAHEIM or any of its officers, employees, agents, representatives or sureties.
9. INSURANCE
9.1 Without limiting ANAHEIM's right to indemnification, it is agreed that VALIANT shall secure, prior to commencing any activities under this Agreement, and maintain, during the term of this Agreement, insurance coverage as follows:
.01 Workers' Compensation Insurance as required by California law and Employers Liability Insurance in an amount not less than $1,000,000 per occurrence. .02 Commercial General Liability Insurance, including coverage for Premises and Operat ions, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, and Independent Contractor's Liability, in an amount not less than $1,000,000 per occurrence, $2,000,000 annual aggregate, written on an occurrence form. Such insurance shall be written on a primary basis, without a self-insured retention, but may include a deductible of not more than $100,000 per occurrence, provided that such deductible is disclosed to ANAHEIM, in writing, at the inception of this Agreement.
.03 Automobile Liability Coverage including -as applicable -owned, non-owned, and hired autos, in an amount not less than $1,000,000, combined single limit, as required by California law.
04. Professional Liability Insurance in an amount not less than $1,000,000, and CONTRACTOR shall maintain such coverage for at least one (1) year from termination of this Agreement. Such insurance shall be written on a primary basis, without a self- insured retention, but may include a deductible of not more than $1,0 00,000 per occurrence, provided that such deductible is disclosed to ANAHEIM, in writing, at the inception of this Agreement.
9.2 Each insurance certification required by this Agreement shall contain the following clause or shall otherwise provide for the following conditions:
"Should any of the above-described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions." 8 9.3 Each insurance policy required by this Agreement, except po licies for Professional Liability and Workers' Compensation, shall contain the following clauses or shall otherwise provide for the following conditions:
.01 "It is agreed that any insurance maintained by VALIANT pursuant to this Agreement shall be pri mary to, and not contribute with, any insurance or self -insurance maintained by the City of Anaheim."
.02 "The City of Anaheim, its officers, agents, employees, representatives and ANAHEIM -designated volunteers are added on the Commercial General Liability and Automobile Liability as additional insureds as respects the acts, omissions, operations and activities of, or on behalf of, the named insured, in regard to products supplied to, or work or services performed for, or related to, the City of Anaheim."
9.4 Prior to commencing any work under this Agreement, VALIANT shall deliver to ANAHEIM insurance certificates confirming the existence of the insurance required under this Agreement, and including the applicable clauses referenced above. Also, withi n thirty (30) days of the execution date of this Agreement, VALIANT shall provide ANAHEIM: (i) certifications to the insurance policies which add to these policies the applicable clauses referenced above; or (ii) in lieu of said certifications, documentati on acceptable to ANAHEIM evidencing that the coverage, terms, and conditions set forth in the above -referenced clauses are otherwise included in said insurance policies. Said certifications shall be signed by an authorized representative of the insurance company and shall include the signatory’s company affiliation and title. Should it be deemed necessary by ANAHEIM, it shall be VALIANT’s responsibility to see that ANAHEIM receives documentation acceptable to ANAHEIM which sustains that the individual sig ning said certifications is indeed authorized to do so by the insurance company.
Insurance required hereunder shall be placed with insurers: (i) admitted to write insurance in California; (ii) possessing an A.M.Best rating of A VII or higher; or (iii) oth erwise acceptable to ANAHEIM, with prior written permission from ANAHEIM. In the event that a claim or other legal action is filed against ANAHEIM, and if ANAHEIM, in its good faith opinion, believes it may have coverage under any of the insurance require d herein, then ANAHEIM has the right, within a reasonable time period, to view at VALIANT's California offices copies of the insurance policies related to such required insurance; provided, however, that this provision shall not apply 9 if the Parties agree that VALIANT shall fully defend, hold harmless, and indemnify ANAHEIM against any such claim or other legal action.
9.5 In addition to other remedies ANAHEIM may have if VALIANT fails to provide or maintain any insurance policies or policy certifications to the extent and within the time herein required, ANAHEIM may, at its sole option:
.01 Order VALIANT to stop work under this Agreement and/or withhold any payment(s) which become due to VALIANT hereunder until VALIANT demonstrates compliance with the requirements hereof; or .02 Terminate for convenience this Agreement.
Exercise of any of the above remedies, however, is an alternative to other remedies ANAHEIM may have and is not the exclusive remedy for VALIANT's failure to maintain insurance or secure appropriate certifications.
9.6 Nothing herein contained shall be construed as limiting in any way the extent to which VALIANT may be held responsible for payments of damages to persons or property resulting from VALIANT's, (or VALIANT's subcontractors, if any) willful negligence in the performance of the work covered under this Agreement.
9.7 In the event VALIANT hires other persons or firms to perform some of the work related to this Agreement, VALIANT shall ensure that such persons or firms mai ntain insurance equal to or better than, and subject to the same limits, terms and conditions as, the insurance required of VALIANT under this Agreement; and in either instance, VALIANT shall provide, or cause to be provided, evidence of such insurance cov erage, reasonably acceptable to ANAHEIM.
9.8 ANAHEIM's Risk Manager is hereby authorized to reduce the requirements set forth herein in the event he determines that such reduction is in ANAHEIM's best interest.
10. INDEMNIFICATION
10.1 To the fullest extent permitted by law, VALIANT agrees to indemnify, defend (at ANAHEIM’s option), and hold harmless ANAHEIM, its officials, officers, employees, agents, and representatives from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature (collectively referred to hereinafter as “Claims”), arising out of or in connection with VALIANT’s (or VALIANT’s contractors’ or subcontractors’, if any) resulting from the sole negligence of Valiant, relative to this Agreement, ex cept for those Claims which 10 arise out of the sole negligence or willful misconduct of ANAHEIM; provided, however, that in no event shall VALIANT’s liability to ANAHEIM under this provision exceed the greater of (i) the total amount of the fees paid to VALI ANT for such work or services, or (ii) the amount of valid and collectible insurance (including self-insurance utilized in lieu of commercial insurance) carried by, maintained by, or otherwise available to VALIANT (or VALIANT’s professional staff, contractors, or sub-contractors), which is applicable to any claim, loss, costs, defense, or liability arising of this Agreement.
10.2 ANAHEIM agrees to indemnify, defend and hold harmless VALIANT and its employees, representatives, agents, officers, and directors, against any and all claims, suits, actions, or other proceedings brought against VALIANT and its employees, representatives, agents, officers, and directors arising from any claim (i) resulting from the sole negligence of ANAHEIM, or (ii) that involves any vehicle owned or operated by ANAHIEM.
10.3 The obligations set forth in this indemnification provision (i) shall be in effect without regard to whether or not ANAHEIM, VALIANT, or any other person maintains, or fails to maintain, insurance cove rage, or a self -insurance program, for any such Claims; and (ii) shall survive the termination of this Agreement.
11. PROGRESS
VALIANT is responsible for keeping the Project Administrator and/or his/her duly authorized designee informed on a regular basis regarding the status and progress of the Services, activities performed and planned, and any meetings that have been scheduled or are desired.
12. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
The Parties recognize that a substantial inducement to ANAHEIM for entering into this Agreement is the professional reputation, experience and competence of VALIANT. Neither the whole nor any interest in, nor any of the rights or privileges granted under this Agreement shall be assigned, transferred or encumbered in any way without the prior written consent of ANAHEIM. Any such purported assignment, transfer, encumbrance, pledge, subuse, or permission given without such consent shall be void as to ANAHEIM. If ANAHEIM approves an assignment or transfer, this Agreement and the covenants and conditions contained herein shall be binding upon and inure to the benefit of and shall apply to the permitted successors and assigns of VALIANT.
11 13. SUBCONTRACTING
VALIANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of ANAHEIM. VALIANT shall be fully responsible to ANAHEIM for all acts and omissions of any approved subcontractor. Nothin g in this Agreement shall create any contractual relationship between ANAHEIM and subcontractor nor shall it create any obligation on the part of ANAHEIM to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise re quired by law. ANAHEIM is an intended beneficiary of any work performed by any subcontractor for purposes of establishing a duty of care between the subcontractor and ANAHEIM pursuant to this Agreement.
14. CONFIDENTIALITY
14.1 Acknowledgment of Confidentiality. Each Party hereby acknowledges that it may be exposed to confidential and proprietary information of the other Party including, without limitation, software and other technical information (including functional and technical specifications, designs, drawings, analysis, research, processes, computer programs, methods, ideas, "know how" and the like), business information (sales and marketing research, materials, plans, accounting and financial information, personnel records and the like) and other information designated as confidential expressly or by the circumstances in which it is provided ("Confidential Information"). Confidential Information does not include (i) information already known or independently developed by the recipient; (ii) in formation in the public domain through no wrongful act of the recipient, (iii) information received by the recipient from a third party who was free to disclose it, or iv) information or documents which are subject to disclosure under the California Public Records Act.
14.2 Covenant Not to Disclose. With respect to the other Party's Confidential Information, the recipient hereby agrees that during the Term and at all times thereafter it shall not use, commercialize or disclose such Confidential Information to any person or entity, except to its own employees, subcontractors and consultants having a "need to know" (and who are themselves bound by similar nondisclosure restrictions), and to such other recipients as the other Party may approve in writing; pr ovided, that all such recipients shall have first executed a confidentiality agreement in a form acceptable to the owner of such information. Neither Party nor any recipient may alter or remove from any software or associated documentation owned or provide d by the other Party any proprietary, copyright, trademark or trade secret legend. Each Party shall use at 12 least the same degree of care in safeguarding the other Party's Confidential Information as it uses in safeguarding its own confidential information, but in no case less than due diligence and care.
14.3 Both Parties agree that all items delivered by VALIANT (collectively, “Deliverables”) shall be owned by ANAHEIM. VALIANT shall keep all such Deliverables confidential unless ANAHEIM authorizes, in wr iting, release of such Deliverables.
Notwithstanding the foregoing, all other intellectual property that VALIANT owns, develops, and/or uses in providing services hereunder will not be considered work for hire under this clause and will continue to be owned exclusively by VALIANT or its licensors.
15. ACCESS TO RECORDS AND REPORTS
VALIANT shall provide ANAHEIM, the Comptroller General of the United States, or other agents of ANAHEIM, such access to VALIANT's accounting books, records, payroll documents and facilities of the VALIANT which are directly pertinent to this Agreement for the purposes of examining, auditing and inspecting all accounting books, records, work data, documents and activities related hereto. VALIANT shall maintain such books, records; data and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during VALIANT's performance hereunder and for a period of four (4) years from the dat e of final payment by ANAHEIM. ANAHEIM’s right to audit books and records directly related to this Agreement shall also extend to all first-tier subcontractors identified in this Agreement. VALIANT shall permit any of the foregoing parties to reproduce do cuments by any means whatsoever or to copy excerpts and transcriptions as reasonably necessary. ANAHEIM shall use the information derived from any inspection or audit conducted pursuant to this paragraph solely for the purposes authorized herein. To the extent ANAHEIM is given access to confidential information of VALIANT or its subcontractors, ANAHEIM will not release that information to the general public or others that do not have a need to know that information.
16. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional inexperience of VALIANT which result in expense to ANAHEIM greater than what would have resulted if there were not errors or omissions in the work accomplished by VALIANT, the additional cost and expense shall be borne by VALIANT. Nothing in this paragraph is intended to limit ANAHEIM's rights under the law or any other sections of this Agreement.
13 17. ANAHEIM'S RIGHT TO EMPLOY OTHER CONTRACTORS
VALIANT acknowledges and agree s that this Agreement and the provision of services hereunder are nonexclusive and that ANAHEIM may enter into similar agreements with other entities for the provision of similar services.
18. NOTICES
All notices, demands or other writings to be made, given or sent hereunder, or which may be so given or made or sent by either ANAHEIM or VALIANT to the other shall be deemed to have been given when in writing , emailed or personally delivered or if mailed on the third (3rd) day after being deposited in th e United States mail, certified or registered, postage prepaid, and addressed to the respective Parties at the following addresses:
If to ANAHEIM: City Clerk
City of Anaheim
200 S. Anaheim Blvd., 2nd Floor
Anaheim, California 92805
FAX No. (714) 765-4105
With copies to: Kerrstyn Vega
Police Department
City of Anaheim
425 S. Harbor Blvd.
Anaheim, California 92805
To VALIANT: Valiant Global Defense Services, Inc.
2355 Dulles Corner Blvd, Suite 200
Herndon, VA 20171 , USA
Attention: Matthew Costantino, Director of Contracts
Telephone Number: 703-826-1577
19. ENFORCEMENT OF AGREEMENT/TERMINATION
19.1 ANAHEIM may terminate this Agreement for its convenience at any time, in whole or part, by giving VALIANT written notice thereof. Said termination shall be construed in accordance with the provisions of 2 CFR Part 200, Appendix IIB and Title 48, Part 8 and 12 of the FAR and specific subparts and other provisions thereof applicable to termination fo r convenience. If ANAHEIM terminates this Agreement for convenience, the rights and obligations of the Parties shall be those set forth in the FAR, as applicable. 14 19.2 ANAHEIM may terminate this Agreement for VALIANT’s default if a federal or state proceeding for the relief of debtors is undertaken by or against VALIANT, or if VALIANT makes an assignment for the benefit of creditors, or for cause if VALIANT fails to perform in accordance with the Scope of Services or breaches any term(s) or violates any provision(s) of this Agreement and does not cure such breach or violation within ten (10) calendar days after written notice thereof by ANAHEIM. VALIANT shall be liable for any and all reasonable costs incurred by ANAHEIM as a result of such default or breach including, but not limited to, reprocurement costs of the same or similar services defaulted by VALIANT under this Agreement. Such termination shall comply with 2 CFR Part 200, Appendix IIB and Title 48, , Part 8 and 12, of the FAR.
20. COMPLIANCE WITH ALL LAWS
VALIANT shall at its own cost and expense comply with all applicable statutes, ordinances, regulations, policies, procedures, directives and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted.
In addition, all work prepared by VALIANT shall conform to applicable local, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator.
21. NO FEDERAL GOVERNMENT OBLIGATION TO THIRD PARTIES
VALIANT acknowledges and agrees that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the Agreement, absent the express written consent by the Federal Government, the Federal Government is not a party to this Agreement and shall not be subject to any obligations or liabilities to VALIANT pertaining to any matter resulting from the Agreement. VALIANT agrees to include this requirement in all of its subcontracts
22. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND
RELATED ACTS
22.1 VALIANT acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. §§3801 et seq. applies to the VALIANT’s actions pertaining to the Agreement. Accordingly, by signing this Agreement, VALIANT certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to this Agreement for which this Agreement's work is being performed. 15 VALIANT also acknowledges that if it makes, or causes to be ma de, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose penalties of the Program Fraud Civil Remedies Act of 1986 on the VALIANT to the extent the Federal Government deems appropriate.
22.2 VALIANT also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under the Agreement, which is financed in whole or part with Federal assistance, the Federal Government reserves the right to impose the penalties of 18 U.S.C. §1001 and on VALIANT, to the extent the Federal Government deems appropriate. VALIANT agrees to include this requirement in all of its subcontracts.
23. INCORPORATION OF FEDERAL REQUIREMENTS
23.1VALIANT shall comply with all applicable contractual provisions required by the United States Office of Management and Budget (OMB), as set forth in 2 CFR Part 200, whether or not expressly set forth in this docu ment, including but not limited to those provisions set forth in Exhibit “B” attached herein by reference. Notwithstanding, anything to the contrary herein, including without limitation , the language contained in Exhibit “ B”, the actual language contained in federal statutes, federal regulations, federally promulgated materials and state statutes, shall control in determining any obligations under federal law in the event of a conflict with any terms, language or provisions contained in this Agreement and Exhibit B hereto.
VALIANT shall not perform any act, fail to perform any act, or refuse to comply with any requests, which would cause ANAHEIM and/or AUTHORITY to be in violation of the federal terms and conditions.
23.2 VALIANT shall comply with FAR Clause 52.204 -2 Security Requirements during the contract period covered by this Agreement.
24. DEBARMENT AND SUSPENSION
VALIANT represents and warrants that it is not debarred, suspended, or otherwise excluded from or ineligible for participation in Federal assistance programs under Executive Order 12549 “Debarment and Suspension”. VALIANT agrees that neither VALIANT nor any of its third party subcontractors shall enter into any third party subcontracts for any work under this Agreement with a third party subcontractor who is debarred, suspended or otherwise excluded or 16 ineligible for participation in Federal assistance programs under Executive Order 12549 (28 CFR Section 66.35, 28 CFR Part 67).
25. WAIVER
A waiver by ei ther Party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character.
26. INTEGRATED CONTRACT
This Agreement and the exhibits hereto contain the entire agreement of ANAHEIM and VALIANT with respect to the matters covered hereby, and no agreement, statement or promise made by either ANAHEIM or VALIANT which is not contained herein, shall be valid or binding.
No prior agreement, understanding or representation pertaining to any such matter shall be effective for any purpose.
27. CONFLICTS OR INCONSISTENCIES
In the event there are any conflicts or inconsistencies between this Agreement, the Exhibits or any other attachments attached hereto or documents referenced herein that are incorporated by reference, the terms of this Agreement shall govern.
28. INTERPRETATION
Each Party acknowledges that it has had the benefit o f advice of competent legal counsel with respect to its decision to enter this Agreement. The provisions of this Agreement shall be interpreted to give effect to their fair meaning and shall be construed as prepared by both Parties.
29. AMENDMENTS
This Agreement may be modified or amended only by a written document executed by duly authorized representatives of both VALIANT and ANAHEIM and approved as to form by the City Attorney.
30. SEVERABILITY
If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of its terms and provisions to persons and circumstances other than those to which it has been hel d invalid or unenforceable shall not be affected thereby, and each 17 term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
31. REMEDIES CUMULATIVE
The remedies given to ANAHEIM and VALIANT herein shall be cumulative and are given without impairing any other rights given ANAHEIM or VALIANT by statute or law now existing or hereafter enacted and the exercise on any one (1) remedy by ANAHEIM or VALIANT shall not exclude the exercise of any other remedy.
32. THIRD PARTY BENEFICIARIES
The Parties intend that no rights or remedies be granted to any third party as a beneficiary of this Agreement or of any covenant, duty, obligation or undertaking established herein.
33. CONTROLLING LAW AND VENUE
The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange.
34. DISCRIMINATION
VALIANT agrees not to discriminate against any person or class of persons by reason of sex, color, race, creed, religion, marital status, physical disability, mental disability, age, sexual orientation ancestry, national origin or other prohibited basis in its provision of Services or hiring of subcontractors or employees. To the extent this Agreement provides that VALIANT offer accommodations or services to the public, such accommodations or services shall be offered by VALIANT to the public on fair and reasonable terms.
35. AUTHORITY
Each individual executing this Agreement on behalf of a corporation, nonprofit corporation, partnership or other entity or organization, represents and warrants the he or she is duly authorized to execute and deliver this Agreement on behalf of such entity or organization and that this Agreement is binding upon the same in accordance with its terms. VALIANT shall, at ANAHEIM’s request, deliver a certified copy of it governing board’s resolution or certificate authorizing or evidencing such execution.
36. LIMITATION OF LIABILITY
18 In no event will either Party be liable to the other for any consequential, incidental or special damages, including any lost profits or lost savings that may arise under this agreement.
37. CONFLICTS OF INTEREST
37.1 VALIANT or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which: (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement; and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest.
37.2 If subject to the Act, VALIANT shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by ANAHEIM. VALIANT shall indemnify and hold harmless ANAHEIM for any and all claims for damages resulting from VALIANT’s violation of this Section.
38. EFFECTIVE DATE
This Agreement shall be effective on July 19, 2023 (“Effective Date”).
[Signatures Appear on the Following Page]
19 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the dates hereinafter respectively set forth.
DATE OF EXECUTION:
CITY OF ANAHEIM
a municipal corporation
By:
Mayor of the City of Anaheim
ATTEST:
By: _ “ANAHEIM”
City Clerk of Anaheim
DATE OF EXECUTION:
VALIANT GLOBAL DEFENSE SERVICES, INC.,
a Delaware corporation
By: ______________________________________
Title:
Printed Name:
“VALIANT”
APPROVED AS TO FORM:
ROBERT FABELA, CITY ATTORNEY
By:
Kristin Pelletier
Chief Assistant City Attorney - Civil
Dated:
Attachments: Exhibit A –Pricing Terms and Schedule
Exhibit B – Federal Regulations
Exhibit C – Scope of Work
136722
20 EXHIBIT A
STARTS AFTER THIS PAGE
Valiant Cost Breakdown
Position Hours Bill Rate Total (BR & Hours) Estimated Travel Costs Extended Total Price Senior Analyst Supervisor 1,920 106.69$ 204,844.80$ 2,500.00$ 207,344.80$ Senior Analyst Supervisor 1,920 106.69$ 204,844.80$ 2,500.00$ 207,344.80$ Senior-level Analyst 1,920 91.65$ 175,968.00$ 2,500.00$ 178,468.00$ Senior-level Analyst 1,920 91.65$ 175,968.00$ 2,500.00$ 178,468.00$ Mid-level Analyst 1,920 66.29$ 127,276.80$ 2,500.00$ 129,776.80$ Mid-level Analyst 1,920 66.29$ 127,276.80$ 2,500.00$ 129,776.80$ Mid-level Analyst 1,920 66.29$ 127,276.80$ 2,500.00$ 129,776.80$ Junior-level Analyst 1,920 54.04$ 103,756.80$ 2,500.00$ 106,256.80$ Junior-level Analyst 1,920 54.04$ 103,756.80$ 2,500.00$ 106,256.80$ Domestic Violent Extremism (DVE)
Intelligence Analyst 1,920 76.72$ 147,302.40$ 2,500.00$ 149,802.40$ Domestic Violent Extremism (DVE)
Intelligence Analyst 1,920 76.72$ 147,302.40$ 2,500.00$ 149,802.40$ Critical Infrastructure Protection (CIP)
Intelligence Analyst 1,920 76.72$ 147,302.40$ 2,500.00$ 149,802.40$ Cyber Intelligence Analyst 1,920 91.31$ 175,315.20$ 2,500.00$ 177,815.20$ Cyber Systems Analyst 1,920 94.53$ 181,497.60$ 2,500.00$ 183,997.60$ Health Care Liaison Officer Program
Coordiantor 1,920 70.03$ 134,457.60$ 2,500.00$ 136,957.60$ 2,321,647.20$
10% Contingency 232,164.72$
Total 2,553,811.92$
Year 1 - July 19, 2023 - July 18, 2024
Year 1 Contract Estimated Total
Position Hours Bill Rate Total (BR & Hours) Estimated Travel Costs Extended Total Price Senior Analyst Supervisor 1,920 109.84$ 210,892.80$ 2,500.00$ 213,392.80$ Senior Analyst Supervisor 1,920 109.84$ 210,892.80$ 2,500.00$ 213,392.80$ Senior-level Analyst 1,920 94.35$ 181,152.00$ 2,500.00$ 183,652.00$ Senior-level Analyst 1,920 94.35$ 181,157.76$ 2,500.00$ 183,657.76$ Mid-level Analyst 1,920 68.24$ 131,020.80$ 2,500.00$ 133,520.80$ Mid-level Analyst 1,920 68.24$ 131,020.80$ 2,500.00$ 133,520.80$ Mid-level Analyst 1,920 68.24$ 131,020.80$ 2,500.00$ 133,520.80$ Junior-level Analyst 1,920 55.64$ 106,828.80$ 2,500.00$ 109,328.80$ Junior-level Analyst 1,920 55.64$ 106,828.80$ 2,500.00$ 109,328.80$ Domestic Violent Extremism (DVE)
Intelligence Analyst 1,920 78.98$ 151,641.60$ 2,500.00$ 154,141.60$ Domestic Violent Extremism (DVE)
Intelligence Analyst 1,920 78.98$ 151,641.60$ 2,500.00$ 154,141.60$ Critical Infrastructure Protection (CIP)
Intelligence Analyst 1,920 78.98$ 151,641.60$ 2,500.00$ 154,141.60$ Cyber Intelligence Analyst 1,920 94.00$ 180,480.00$ 2,500.00$ 182,980.00$ Cyber Systems Analyst 1,920 97.31$ 186,835.20$ 2,500.00$ 189,335.20$ Health Care Liaison Officer Program
Coordiantor 1,920 72.09$ 138,412.80$ 2,500.00$ 140,912.80$ 2,388,968.16$
10% Contingency 238,896.82$
Total 2,627,864.98$
Year 2 - July 19, 2024 - July 18, 2025
Year 2 Contract Estimated Total
Position Hours Bill Rate Total (BR & Hours) Estimated Travel Costs Extended Total Price Senior Analyst Supervisor 1,920 113.08$ 217,113.60$ 2,500.00$ 219,613.60$ Senior Analyst Supervisor 1,920 113.08$ 217,113.60$ 2,500.00$ 219,613.60$ Senior-level Analyst 1,920 97.14$ 186,508.80$ 2,500.00$ 189,008.80$ Senior-level Analyst 1,920 97.14$ 186,508.80$ 2,500.00$ 189,008.80$ Mid-level Analyst 1,920 70.25$ 134,880.00$ 2,500.00$ 137,380.00$ Mid-level Analyst 1,920 70.25$ 134,880.00$ 2,500.00$ 137,380.00$ Mid-level Analyst 1,920 70.25$ 134,880.00$ 2,500.00$ 137,380.00$ Junior-level Analyst 1,920 57.28$ 109,977.60$ 2,500.00$ 112,477.60$ Junior-level Analyst 1,920 57.28$ 109,977.60$ 2,500.00$ 112,477.60$ Domestic Violent Extremism (DVE)
Intelligence Analyst 1,920 81.30$ 156,096.00$ 2,500.00$ 158,596.00$ Domestic Violent Extremism (DVE)
Intelligence Analyst 1,920 81.30$ 156,096.00$ 2,500.00$ 158,596.00$ Critical Infrastructure Protection (CIP)
Intelligence Analyst 1,920 81.30$ 156,096.00$ 2,500.00$ 158,596.00$ Cyber Intelligence Analyst 1,920 96.77$ 185,798.40$ 2,500.00$ 188,298.40$ Cyber Systems Analyst 1,920 100.18$ 192,345.60$ 2,500.00$ 194,845.60$ Health Care Liaison Officer Program
Coordiantor 1,920 74.21$ 142,483.20$ 2,500.00$ 144,983.20$ 2,458,255.20$
10% Contingency 245,825.52$
Total 2,704,080.72$
Year 3 - July 19, 2025 - July 18, 2026
Year 3 Contract Estimated Total
Position Hours Bill Rate Total (BR & Hours) Estimated Travel Costs Extended Total Price Senior Analyst Supervisor 1,920 116.42$ 223,526.40$ 2,500.00$ 226,026.40$ Senior Analyst Supervisor 1,920 116.42$ 223,526.40$ 2,500.00$ 226,026.40$ Senior-level Analyst 1,920 100.00$ 192,000.00$ 2,500.00$ 194,500.00$ Senior-level Analyst 1,920 100.00$ 192,000.00$ 2,500.00$ 194,500.00$ Mid-level Analyst 1,920 72.32$ 138,854.40$ 2,500.00$ 141,354.40$ Mid-level Analyst 1,920 72.32$ 138,854.40$ 2,500.00$ 141,354.40$ Mid-level Analyst 1,920 72.32$ 138,854.40$ 2,500.00$ 141,354.40$ Junior-level Analyst 1,920 58.97$ 113,222.40$ 2,500.00$ 115,722.40$ Junior-level Analyst 1,920 58.97$ 113,222.40$ 2,500.00$ 115,722.40$ Domestic Violent Extremism (DVE)
Intelligence Analyst 1,920 83.71$ 160,723.20$ 2,500.00$ 163,223.20$ Domestic Violent Extremism (DVE)
Intelligence Analyst 1,920 83.71$ 160,723.20$ 2,500.00$ 163,223.20$ Critical Infrastructure Protection (CIP)
Intelligence Analyst 1,920 83.71$ 160,723.20$ 2,500.00$ 163,223.20$ Cyber Intelligence Analyst 1,920 99.61$ 191,251.20$ 2,500.00$ 193,751.20$ Cyber Systems Analyst 1,920 103.14$ 198,028.80$ 2,500.00$ 200,528.80$ Health Care Liaison Officer Program
Coordiantor 1,920 76.39$ 146,668.80$ 2,500.00$ 149,168.80$ 2,529,679.20$
10% Contingency 252,967.92$
Total 2,782,647.12$
Year 4 - July 19, 2026 - July 18, 2027
Year 4 Contract Estimated Total
Position Hours Bill Rate Total (BR & Hours) Estimated Travel Costs Extended Total Price Senior Analyst Supervisor 1,920 119.85$ 230,112.00$ 2,500.00$ 232,612.00$ Senior Analyst Supervisor 1,920 119.85$ 230,112.00$ 2,500.00$ 232,612.00$ Senior-level Analyst 1,920 102.96$ 197,683.20$ 2,500.00$ 200,183.20$ Senior-level Analyst 1,920 102.96$ 197,683.20$ 2,500.00$ 200,183.20$ Mid-level Analyst 1,920 74.46$ 142,963.20$ 2,500.00$ 145,463.20$ Mid-level Analyst 1,920 74.46$ 142,963.20$ 2,500.00$ 145,463.20$ Mid-level Analyst 1,920 74.46$ 142,963.20$ 2,500.00$ 145,463.20$ Junior-level Analyst 1,920 60.71$ 116,563.20$ 2,500.00$ 119,063.20$ Junior-level Analyst 1,920 60.71$ 116,563.20$ 2,500.00$ 119,063.20$ Domestic Violent Extremism (DVE)
Intelligence Analyst 1,920 86.18$ 165,465.60$ 2,500.00$ 167,965.60$ Domestic Violent Extremism (DVE)
Intelligence Analyst 1,920 86.18$ 165,465.60$ 2,500.00$ 167,965.60$ Critical Infrastructure Protection (CIP)
Intelligence Analyst 1,920 86.18$ 165,465.60$ 2,500.00$ 167,965.60$ Cyber Intelligence Analyst 1,920 102.56$ 196,915.20$ 2,500.00$ 199,415.20$ Cyber Systems Analyst 1,920 106.17$ 203,846.40$ 2,500.00$ 206,346.40$ Health Care Liaison Officer Program
Coordiantor 1,920 78.65$ 151,008.00$ 2,500.00$ 153,508.00$ 2,603,272.80$
10% Contingency 260,327.28$
Total 2,863,600.08$
Total Contract Estimated Total 13,532,004.82$
Year 5 - July 19, 2027 - July 18, 2028
Year 5 Contract Estimated Total
21 EXHIBIT B
a. Federal Regulations – Recipient must comply with the government cost principles, uniform administrative requirements and audit requirements for federal grant program housed within Title 2, Part 200 of the Code of Federal Regulations.
b. Debarment and Suspension – As required by Executive Orders 12549 and 12689, and 2 CFR §200.212 and codified in 2 CFR Part 200, Recipient must provide protection against waste, fraud, and abuse by debarring or suspending those persons deemed irresponsible in their dealings with the Federal government.
c. Audit Records - With respect to all matters covered by this agreement all records shall be made available for audit and inspection by CITY, the grant agency and/or their duly authorized representatives for a period of three (3) years from the date of submission of the final expenditure report by the City of Anaheim. For a period of three years after final delivery hereunder or until all claims related to this Agreement are finally settled, whichever is later, Recipient shall preserve and maintain all documents, papers and records relevant to the services provided in accordance with this Agreement, including the Attachments hereto. For the same time period, Recipient shall make said documents, papers and records available to City and the agency from which City received grant funds or their duly authorized representative(s), for examination, copying, or mechanical reproduction on or off the premises of Recipient, upon request during usual working hours.
d. Reports - Recipient shall provide to City all records and information requested by City for inclusion in quarterly reports and such other reports or records as City may be required to provid e to the agency from which City received grant funds or other persons or agencies.
e. Section 504 of the Rehabilitation Act of 1973 (Handicapped) - All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). T herefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified handicapped person shall, solely by reason of handicap be excluded from the participation in, be denied the benefits of or be s ubject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. The Recipient agrees it will ensure that requirements of The Act shall be included in the agreements w ith and be binding on all of its contractors, subcontractors, assignees or successors.
f. Americans with Disabilities Act of 1990 - (ADA) Recipient must comply with all requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable.
g. Political Activity - None of the funds, materials, property, or services provided directly or indirectly under this agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act".
h. No Lobbying - Recipient will comply with all applicable lobbying prohibitions and laws, including those found in the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352, et seq.), and agrees that none of the funds provided under this award may be expended by the Recipient to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement.
i. Non-Discrimination and Equal Opportunity - Recipient will comply, and all its contractors (or subrecipients) will comply, with Title VI of the Civil Rights A ct of 1964, as amended; Section 504 of 22 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 Ag e Discrimination Act of 1975 , as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non -Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Recipient makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against a recipient of funds, the Recipient will forward a copy of the findings to CITY which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. If applicable, recipient will comply with the e qual opportunity clause in 41 C.F.R. 60 -1.4(b) in accordance with Executive Order 11246 as amended by Executive Order No. 11375.
j. Equal Employment Opportunity - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled “Equal Employment Opportunity,” as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable.
k. Public Contracts Code - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable.
l. No Kickbacks - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Copeland “Anti-Kickback” Act (30 U.S.C. 3145) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable.
m. Davis-Bacon Act - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Davis-Bacon Act (40 U.S.C. 3141- 3144 and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable.
n. Work Hours and Safety - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3702 and 3704) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable.
o. Clean Air Act - Recipient will comply, and all its contractors (or subrecipients) will comply, with all applicable standards, orders or requirements issued under the Clean Air Act (42 U.S.C. 7401-7671q), and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as applicable.
p. Energy and Conservation - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Energy Policy and Conservation Act (42 U.S.C. 6201), as applicable.
23 q. Waste Disposal - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable.
r. Patent Rights - Recipient agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401 and any other implementing regulations, as applicable.
s. Copyright - Recipient may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA) and City reserve a royalty-free, non-exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and/or City purpose:
(1) the copyright in any work developed through this Agreement; and
(2) any rights of copyright to which the subcontractor purchases ownership with support through this grant. The Federal government’s, SAA’s and City’s rights identified above must be conveyed to the publisher and the language of the publisher’s release form must ensure the preservation of these rights.
t. Telecommunications (2 CFR 200.216) - Recipient will comply with FEMA Policy 405-143-1, Prohibitions on Expending FEMA Award Funds on Covered Telecommunication Equipment or Services (Interim), which prohibits grant recipients and subrecipients from obligating or expending loan or grant funds to procure or obtain, extend or renew a contract to procure or obtain, or to enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system.
As described in Public Law 115-232, section 889, covered telecommunications equipment is:
(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities).
(2) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities).
(3) Telecommunications or video surveillance services provided by such entities or using such equipment.
(4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National 24 Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.
u. Domestic preferences for procurements (2 CFR 200.322) - Recipient agrees that as appropriate and to the extent consistent with law, it will, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). This requirement must be included in all subawards including all contracts and purchase orders for work or products under this award.
For purposes of this provision: “produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States; and “manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.
v. Equal Employment in Construction Contracts - Pursuant to Equal Employment Opportunity requirements of 41 C.F.R. 60-1.4(b) in accordance with Executive Order 11246 as amended by Executive Order No. 11375, as to any construction contract thereunder, if applicable, during the performance of this contract, the contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin.
The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following:
Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.
The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.
(2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
(3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the 25 compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information.
(4) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
(5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.
(6) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.
(7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
(8) The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance.
26 EXHIBIT C
Senior Analyst Supervisor, Senior-level, Mid-level, and Junior-level Analyst Scope of Work & Minimum Qualifications
Scope of Work:
Support the mission of fusion center through counterterrorism, crime prevention and all -hazard all-crimes mission in an information sharing environment (ISE) setting at one of nation’s 80 recognized fusion centers.
Conduct in depth exploration of real-time open-source analysis sites including the review of information sources, conduct research and expanded electronic searches linking California and the fusion center area of responsibility with international and domestic events impacting the Anaheim/Santa Ana Urban Area.
Develop and provide analytical products using analytical tradecraft for partner agencies in urban area. Products include threat assessments, trends analysis, information bulletins, special event assessments, tactical information, and other analytical requests of the urban area.
Access various government and non -government databases, sources, and software through unclassified and classified platforms.
Assist sworn and civilian fusion center personnel with the initial vetting of tips and leads through database checks to ensure suspicious activity reports (SARs) comply with the National Suspicious Activity Report Initiative (NSI) and adhere to Privacy/Civil Liberties and Civil Rights (P/CLCR).
Analysts conduct the majority of their work in an office environment. However, in some cases they may be asked to leave the office to deliver briefings, presentations, attend trainings and meetings, or possibly respond to location (i.e., command post, active investigation, emergency operations center) to provide analytical assistance to partner agencies.
Analysts will provide verbal analysis or written reports of info rmation related to both domestic and international terrorism, transnational organized crime, cyber, drug trafficking, and other urban area and national priorities.
Analysts will identify potential threat elements and reporting for impacts to the fusion center area; review open-source, law enforcement, For Official Use Only, and classified information.
Use analytic tools to create charts, maps, timelines, and link diagrams for the purpose of demonstrating analytical findings, including target relationships, and time sequence of events.
The success of a fusion center is directly related to the ability to work well with others within the community. All fusion center analysts are expected to form, maintain, and foster relationships with local, state, feder al and private sector partners. The fusion center is comprised of various local, state, and federal agencies.
Analysts will assist the training and outreach unit in coordinating fusion center related training and outreach events.
27 Within the general intent of this job description, and in support of accomplishing the fusion center Mission, analysts will perform other duties as assigned by the fusion center.
Ensure compliance with laws and regulations. Analysts will adhere to professional standards identified by the fusion center, including policies by the Anaheim/Santa Ana UASI and/or Orange County Sheriff’s Department.
Analysts will work 4/10 schedule (ten hours per day, four consecutive days a week), generally during business hours, though times are flexible on exact start times. Some after-hours availability and willingness to respond to the fusion center during an emergency are expected.
Domestic Violent Extremism (DVE) Intelligence Analyst Scope of Work and Minimum Qualifications
Scope of Work:
This position supports the fusion center by identifying, creating and sharing relevant and actionable domestic intelligence and information, through analytical reports, bulletins, briefings, and/or investigative support. The analyst performs a wide range of analytical functions including research, analysis and reporting on all hazards and domestic terrorism that are related to vulnerabilities, risks, and threats in order to protect residents, visitors and critical infrastructure of the AoR.
The ana lyst also provides predictive analysis based on relevant domestic intelligence, information, trends, or activities. This position works in developing, supporting, and conducting statewide liaison and outreach activities as they relate specifically to law enforcement, fire, health, private and public sector stakeholders. The analyst will provide briefings and reports for multi-disciplined agencies in the public and private sectors regarding DVE.
Critical Infrastructure Protection (CIP) Intelligence Analy st Scope of Work and Minimum Qualifications
Scope of Work:
In order to maintain up to date situational awareness, the Analyst shall work with the Critical Infrastructure Protection (CIP) Unit to provide training and educational opportunities to Orange County critical infrastructure stakeholders. The Analyst will provide viable intelligence and information to the Critical Infrastructure Protection Unit. The Analyst will, in some cases, attend applicable seminars, conferences, training events and exercises ; assist in the planning, development and execution phases of exercises; maintain duty -related knowledge and competencies. In addition, the Analyst may be required to carry out any other duties deemed necessary by the Fusion Center Director.
28 The success of a fusion center is directly related to the ability to work well with others within the community. This position is expected to form, maintain, and foster relationships with local, state, federal and private sector partners. The fusion center is compr ised of various local, state, and federal agencies.
The Analyst will assist the training and outreach unit in coordinating fusion center related training and outreach events.
Within the general intent of this job description, and in support of accomplishing the fusion center Mission, the Analyst will perform other duties as assigned by the fusion center.
The Analyst will adhere to professional standards identified by the fusion center, including policies by the Anaheim/Santa Ana UASI and/or Orange Count y Sheriff’s Department and e nsure compliance with laws and regulations.
The CIP Intelligence Analyst will work a 4/10 schedule (ten hours per day, four consecutive days a week), generally during business hours, though start times are flexible. Some after -hours availability and willingness to respond to the fusion center during an emergency are expected.
Cyber Intelligence Analyst Scope of Work and Minimum Qualifications
Scope of Work:
Identify gaps and needs of cyber security issues and threats in the fusion center area of responsibility.
Identify and document the scope of existing cyber threats.
Write training plans and articles for inclusion in fusion center publications.
Identify timelines and mitigation strategies.
Assist the fusion center with development of information needs for distribution to collection partners.
Recommend cybersecurit y best practices to decision makers from both the public and private sector.
Be willing to occasionally travel to attend related training, conferences, etc.
Operate the program in a manner consistent with fusion center policy as well as with National strategy and guidance.
Perform other related duties as directed by the fusion center Director.
Utilization of Intelligence Led Policing to attribute cybercrime and threats to individuals, groups, or organizations.
29 Providing of cyber intelligence and support to federal, state and local investigation entities for the purpose of criminal prosecution.
Cyber Systems Analyst Scope of Work and Minimum Qualifications
Scope of Work:
Ensure the service ability and integrity of cyber equipment and security tools.
Serve as a data subject matter expert on cyber security systems, during cyber incident response, within cyber task force environments, and provide technical assistance on their day -to-day operation, as well as coordinate enhancements to the toolset.
Perform pro -active and re -activate threat hunting activities including analysis of threat intelligence, detection and evaluation of IoCs and IoAs, and help coordinate incident response and understanding of complex datasets.
Evaluate vendor cyber solutions, ma ke recommendations, and lead or participate in projects for deployment and/or enhancement of cyber security systems.
Participate as a data-driven contributing member in the cyber incident response team.
Review cybersecurity indicators against normal oper ational security processes and provide notification, response or escalation.
Support efforts in digital forensics and eDiscovery
Liaise with fusion center, federal, state, local, and critical organizations on operational security matters, requests, and problems.
Maintain documentation on tools, processes, procedures, and playbooks.
Health Care Liaison Program Coordinator (HLO -C) Scope of Work & Minimum Qualifications
Scope of Work:
Serve as a central point of contact for information sharing for all crimes, threats, risks, hazards and terrorism related threat intelligence impacting the health care community for the fusion center AoR.
Coordinate with fusion center management, supervisors, and fusion center private sector coordinator to identify and disseminate relevant information between federal, state, tribal and local stakeholders.
30 The position shall serve as a liaison with local, state, and federal health care agencies, private medical groups, public health /medical components, EMS providers, the California State Threat Assessment System (STAS), the Orange County Health Care Agency (OCHCA), to ensure the fusion center AoR is prepared to recognize, report, and respond to terrorist incidents and other criminal incidents. The position will coordinate closely with the OCSD Private Sector Coordinator assigned to FUSION CENTER.
In order to maintain up to date situational awareness, the HLO-C shall work with the outreach unit to provide training and educational opportunities to Orange County health stakeholders.
Work with fusion center staff and collect, evaluate, analyze, and disseminate medical intelligence indicative of terrorist trends, emerging threats towards the public health and medical communities.
Develop a network of Healthcare Liaison Officers (HLO) throughout the fusion center AoR. This includes, but is not limited to, local, state, and federal health care agencies, private health care agencies, EMS providers, Orange County Health Care Agency, and medical institutions.
Conduct regula r meetings and/or briefings to Orange County Health stakeholders, in order to maintain situational awareness and establish working relationships with Healthcare Liaison Officers.
At the direction of fusion center management, the HLO-C may in some cases, be asked to respond to locations where the HLO -C will serve as a liaison between the FUSION CENTER and first responders on scene.
The HLO -C will provide viable intelligence and information to all program stakeholders in a regularly distributed publication.
The HLO -C will, in some cases, attend applicable seminars, conferences, training events and exercises; assist in the planning, development and execution phases of exercises; maintain duty - related knowledge and competencies.
In addition, the HLO -C may be required to carry out any other duties deemed necessary by the Fusion center Director and/or Deputy Director.
The HLO-C will work a 4/10 schedule (ten hours per day, four consecutive days a week), generally during business hours, though start times are flexible. Some after -hours availability and willingness to respond to the fusion center during an emergency are expected.