Agenda packet — Santa Ana City Council, June 18, 2024 (part 2 of 6)

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Division, the ASAUA Homeland Security Regional Training Program is designed to provide the ASAUA multi-disciplinary stakeholders with regional training necessary to meet the goals and objectives set forth in the ASAUA' s homeland security strategy and target capabilities identified in the Threat and Hazard Identification and Risk Assessment (THIRA). The goal of these agreements is to enhance the capabilities of the current program by providing access to a wide range of multi-disciplinary training in support of a comprehensive and regional approach.

In July of 2023, the Police Department issued a Request for Proposal (RFP #23-113A) to identify and qualify suitable vendors capable of delivering a broad choice of homeland security related training courses taught by subject matter experts and/or recognized professionals in the field of law enforcement, fire, public health, and emergency management. Additionally, the RFP sought to identify and qualify suitable vendors who are capable of developing and delivering a broad range of homeland security related trainings.

A summary of the proposals and offers received is as follows:
466 Vendors were notified
9 Santa Ana vendors notified
24 Vendors downloaded the RFP
6 Proposals received
0 Proposals received from a Santa Ana vendor
Proposals were opened on August 23, 2023 and evaluated. An evaluation team reviewed and rated all proposals received to determine if necessary qualifications were met. The proposals were evaluated and scored according to criteria identified within the RFP, including Responsiveness to RFP (15%), Experience of Firm and Personnel (50%), Reasonableness of Cost (25%), and References (10%).

Of the six (6) proposals received, all six (6) were determined to be responsive and were qualified based on their response to the specifications and requirements identified by the City. All qualified vendors will have similar agreements with varying scopes of work, and the Santa Ana Police Department’s Homeland Security Division will request training courses from the selected vendors on an as-needed basis.

As the selected vendor for this new agreement, Elite Command Training will support the Homeland Security Training Program to enhance capabilities across multiple disciplines and jurisdictions. Elite Command Training will provide delivery of the O-305: USFA Type- 3 Incident Management Team courses, at $27,989 per class, for a total not to exceed amount of $279,890 over the course of grant years FY 2022 and FY 2023. If the agreement is extended by using one or both of the one-year options, then FY 2024 and FY 2025 grant funds will be included under the same “not to exceed” amount.

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Urban Areas Security Initiative Program Training Services June 18, 2024

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ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.

FISCAL IMPACT
Funds for this agreement are budgeted and will be available upon City Council approval of the UASI Grant carryovers to FY 2024-25 for expenditure as follows:

Fiscal
Year
Accounting Unit
– Account No.

Fund
Description
Accounting Unit –
Account No. Description Amount
FY 24-25 12514491-62300 OES UASI UASI Anaheim, Contract Services-Professional $ 83,967
FY 25-26 125144XX-62300 OES UASI UASI, Contract Services- Professional $ 83,967
FY 26-27 125144XX-62300 OES UASI UASI, Contract Services- Professional $111,956
Total $279,890
The amounts above are projections only and are subject to change. The actual expenditures will be based on the Anaheim/Santa Ana UASI project approvals for grant FY 2022 through FY 2025.

EXHIBIT(S)

1. Agreement with Elite Command Training
Submitted By: Robert Rodriguez, Acting Police Chief
Approved By: Alvaro Nuñez, Acting City Manager

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AGREEMENT WITH ELITE COMMAND TRAINING

TO PROVIDE TRAINING COURSES AND EXERCISES FOR THE URBAN AREA

SECURITY INITIATIVE GRANT PROGRAM ON AN AS-NEEDED BASIS THIS AGREEMENT is made and entered into on this 18th day of June, 2024 by and between Elite Command Training, (“Contractor”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS
a. On August 10, 2020, the Santa Ana Police Department (“SAPD”) issued Request for Qualifications No. 20 -062 (“RFQ”) by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security-related training courses and exercises conducted by professionals in the fields of law, fire, public health, emergency management and cybersecurity.
b. The training courses are in support of the Anaheim/Santa Ana Urban Area (“ASAUA”) Homeland Security Regional T raining and Exercise Program and are funded by a grant awarded to the City by the Homeland Security’s Urban Areas Security Initiative, (“UASI”) administered by SAPD. The ASAUA consists of the incorporated cities in Orange County and the police departments of the University of California, Irvine, California State University, Fullerton, and community colleges in the County of Orange. c. Through SAPD, the training and exercise programs are made available to agencies in the ASAUA on an as-needed basis to enhance domestic preparedness for acts of terrorism. d. Since the City has a need for additional vendors, on July 13, 2023, the City issued Request for Proposals No. 23-113A (“RFP”) by which it sought proposals from qualified firms and organizations to provide O -305 USFA Type -3 Incident Management Team Services training.
e. These courses are in support of the Anaheim/Santa Ana Urban Area (“ASAUA”) Homeland Security Regional Training and Exercise Program and will be paid in part or in full with funding from the United States Department of Homeland Security’s Urban Areas Security Initiative (UASI) grant. Funding from this grant is applied to homeland security related training, exercises, equipment, and projects in the ASAUA. Such services will be provided in accordance with agency needs and/or fund availability at the discretion of t he City.
f. Contractor submitted a responsive proposal to the RFP and was among those selected by the City.

Exhibit 1

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g. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field.

NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the t erms and conditions hereinafter set forth, the parties agree as follows:

1. SCOPE OF SERVICES
On an as-needed basis, and at the sole discretion of the City, Contractor shall conduct the training and/or exercise programs described in the Scope of Services provided in the RFPs and attached hereto as Exhibit A. Contractor’s proposals are incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply and provide the required training/classes as set forth in Exhibit B, attached hereto.

2. CHANGE ORDERS/AMENDMENTS
a. To maintain flexibility that allows first responders to address emerging and unforeseeable threats, the ASAUA Homeland Security Regional Training and Exercise Program will utilize a Change Order provision to request other training and exercise courses at the City’s request. Change Orders will be used to approve training and/or exercises and can modify the existing scope of work for specialty and other ad -hoc training and exercises on an as needed basis. Change Orders will be drafted by the UASI Grant Coordinator, reviewed and approved by the Contractor, then forwarded to the Chief of Police and the City Manager for the City of Santa Ana or their designees for approval.
b. Any change order that contains any terms contrary to services provided within this Agreement shall be void, unless City and Contractor have expressly agreed in a writing, requiring approval by the City Manager and the City Attorney’s office. Contractor agrees and understands that substantive changes to the terms of the Agreement are subject to approval by the City Council.

3. COMPENSATION
a. City neither warrants nor guarantees any minimum or maximum compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit C, attached hereto . Any compensation payable to Contractor shall be paid from a portion of the above -referenced UASI grant awarded to the C ity.

The cost for O-305 USFA Type -3 Incident Management Team Service training per class is $27,989.00. The total amount to be expended during the term of this Agreement shall not exceed $279,890.00.

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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. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City.

4. TERM
This Agreement shall commence on the date first written above through June 17, 2027, with the option for the City to grant up to two (2), one (1) year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 18, below.

5. INDEPENDENT CONTRACTOR
Contractor shall, duri ng the entire term of this Agreement, be construed to be an independent Contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to a llow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.

6. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other doc uments or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement (“Documents & Data”). Contractor shall require all subcontractors to agree in writing that City is granted a non -exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

7. INSURANCE
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors.

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MINIMUM SCOPE AND LIMIT OF INSURANCE

Contractor shall maintain limits of insurance coverage in the following minimum amounts and shall be at least as broad as:

• Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. • Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with combined single limits of $1,000,000.
• Workers’ Compensation (W/C) : as required by the State of California, with statutory limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident, per employee, per policy for bodily injury or disease. This requirement can be waived if Vendor has no employees.

If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

1. CGL and AL policies: City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Permittee including materials, parts, equipment, and personnel furnished in connection with such work or operations.

2. All required insurance policies: Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Permittee for City.

3. All required insurance policies: For any claims related to this contract, Permittee’s insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it.

4. All required insurance policies: A severability of interest provision must apply for all the additional insureds, ensuring that Permittee’s insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer’s limits of liability.

5. Each insurance policy required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written shall be provided to City for policy cancellation or non-renewal due to non-payment.

6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention:
(Name of Department Staff Responsible for Agreement), 20 Civic Center Plaza M-XX (Responsible Staff’s Department Mail Box), Santa Ana, CA 92701. The name and location of event should be included in the Description of Operations section of each certificate.

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Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City. City may require Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City.

Verification of Coverage
Permittee shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Permittee’s obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:

1. The retroactive date must be shown and must be before the date of the contract or the beginning of work.

2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, Company must purchase “extended reporting” coverage for a minimum of three (3) years after completion of work.

Subcontractors
Contractor shall require and verify that all sub -contractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that Cit y is an additional insured on insurance required from sub-contractors.

Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

8. INDEMNIFICATION

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defense of the City, including fees and costs for special counsel to be selected b y 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 278 2.8, 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.

9. INTELLECTUAL PROPERTY INDEMNIFICATION

Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States’ letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Contractor to the City pursuant to this Agreement.

10. CONFORMITY WITH LAW AND SAFETY

In performing any services under this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes, and regulations of governmental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over the scope of services, including all provisions of the California Occupational Safety and Health Act. Contractor shall indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and consequences from any of Contractor’s failures to comply with such laws, ordinances, codes, and regulations.

11. RECORDS

Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to ex amine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement.

12. CONFIDENTIALITY

If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. “Confidential Information” shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary

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and/or agent of the other party is covered by this Agreement. The forego ing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City.

13. CONFLICT OF INTEREST CLAUSE

a. Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement.

b. The parties understand that outside parties, subject to receipt of financial benefit from UASI funding, as noted in Recital Section B and the RFQ, are often utilized by the ASA UASI as subject matter expert reviewing training and exercise proposals. To avoid potential conflict of interest of engaging sub-contractors, subject to receipt of financial benefit from UASI funding, shall not be engaged by the Contractor as a sub-contractor to provide the services provided in this Agreement, or any change order or amendment thereto.

14. NOTICE

Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons:

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To City:

City Clerk
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956

With courtesy copies to:

Chief of Police
City of Santa Ana
60 Civic Center Plaza
P.O. Box 1988
Santa Ana, California 92702
Fax: 714-245-8116

To Contractor:

Elite Command Training
Attention: Michael Bryant
26741 Portola Parkway, Suite 1E #833
Foothill Ranch, CA 92610

A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been d eposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded.

15. EXCLUSIVITY AND AMENDMENT

This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations,

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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.

16. ASSIGNMENT

Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City.

17. WAIVER

No waiver of breach, failure of any condition, or any right or reme dy 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.

18. TERMINATION

This Agreement may be terminated by the City upon thirty (30) days written notice of termination.

In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate.

b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement.

19. NON-DISCRIMINATION

Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, o r disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.

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20. JURISDICTION - VENUE

This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may b e brought or arise out of, in connection with or by reason of this Agreement.

21. PROFESSIONAL LICENSES

Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inabil ity to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.

22. FEDERAL REGULATIONS

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 Santa Ana. For a period of three years after final delivery hereunder or until all claims related to this Agreement are finally settled, whichever is later, Recipient shall preserve and maintain all documents, papers and records relevant to the services prov ided 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 repr esentative(s), for examination, copying, or mechanical reproduction on or off the premises of Recipient, upon request during usual working hours.

d. Reports - Recipient shall provide to City all records and information requested by City for inclusion in quarterly reports and such other reports or records as City may be required to provide to the agency from which City received grant funds or other persons or agencies.

e. Section 504 of the Rehabilitation Act of 1973 (Handicapped) - All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds

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recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified handicapped person shall, solely by reason of han dicap be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. The Recipient agrees it will ensure that requirements of The Act shall be included in the agreements with and be binding on all of its contractors, subcontractors, assignees or successors.

f. Americans with Disabilities Act of 1990 - (ADA) Recipient must comply with all requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable.

g. Political Activity - None of the funds, materials, property, or services provided directly or indirectly under this agreement shall be used for any partisan political activity, or to f urther 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 an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement.

i. Non-Discrimination and Equal Opportunity - Recipient will comply, and all its contractors (or subrecipients) will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non-Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Recipient makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, natio nal 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 applic able, recipient will comply with the equal opportunity clause in 41 C.F.R. 60-1.4(b) in accordance with Executive Order 11246 as amended by Executive Order No. 11375.

j. Equal Employment Opportunity - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled “Equal Employment Opportunity,” as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations ( 41 CFR chapter 60), as applicable.

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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. Copeland “Anti-Kickback” Act - Recipient will comply, and all its contractors and subcontractors (or subrecipients) shall 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.

1. Contractor – Contractors shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract.

2. Subcontracts – Contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses.

3. Breach – A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontract or as provided in 29 C.F.R. §

5.12. 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.

Contractors are required to pay wages to laborers and mechanics at a rate no less than the Prevailing wages specified in a wage determination made by the Secretary of Labor.

Additionally, contractors are required to pay wages not less than once a week.

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 i ssued 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 requi rements of the Energy Policy and Conservation Act (42 U.S.C. 6201), as applicable.

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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 am ended by the Resource Conservation and Recovery Act, as applicable.

r. Patent Rights - Recipient agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401 and any other implementing regulations, as applicable.

s. Copyright - Recipient may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA) and City reserve a royalty -free, non -exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and/or City purpose:

1. the copyright in any work developed through this Agreement; and

2. any rights of copyright to which the subcontractor purchases ownership with support through this grant. The Federal government’s, SAA’s and City’s rights identified above must be conveyed to the publisher and the language of the publisher’s release form must ensure the preservation of these rights.

t. Equal Employment in Construction Contracts - Pursuant to Equal Employment Opportunity requirements of 41 C.F.R. 60-1.4(b) in accordance with Executive Order 11246 as amended by Executive Order No. 11375, as to any construction contract thereunder, if applicable, during the performance of this contract, the contractor agrees as follows:

1. The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin.

The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following:

Employment, upgrading, demotion, or transfe r; 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 w ill receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.

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3. The contractor will not discharge or in any other manner discriminate against any employee or applicant for em ployment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information.

4. The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contr actor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

5. The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

6. The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

7. In the event of the contractor' s noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

8. The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance.

u. Prohibition of Certain Telecommunications and Video Surveillance Services or Equipment – Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements under Uniform Guidance 2 CFR §200.216. Recipient will comply with FEMA Policy 405-143- 1,

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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 substant ial 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 Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

v. Domestic preferences for procurements (2 CFR 200.322) - Recipient agrees that as ap propriate 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.

w. Termination for Cause and Convenience – Should recipient fail for any reason to comply with the contractual obligations of this agreement within the time specified by this Agreement, the CITY reserves the right to terminate the Agreement, reserving all rights under state and federal law.

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23. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonab le 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. The Agreement is the final and complete agreement and any prior or contemporaneous agreements for similar services between the parties is superseded by this Agreement. This shall not apply where the Parties are currently engaged and Contractor is providing services not contemplated by this Agreement.
c. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.

ATTEST: CITY OF SANTA ANA:

Jennifer L. Hall Alvaro Nunez
City Clerk Acting City Manager

APPROVED AS TO FORM: ELITE COMMAND TRAINING:

SONIA R. CARVALHO
City Attorney

By:

Tamara Bogosian By:

Senior Assistant City Attorney

RECOMMENDED FOR APPROVAL:

Robert Rodriguez
Acting Chief of Police
Michael Bryant

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I.

REQUIREMENTS
The specific requirements of this RFP have been listed in Section II.

II. TRAINING REQUEST
A. ASAUA requires training in the following specific disciplines:
 Training Request for: O-305: USFA Type-3 Incident Mangement Team Minimum Requirements:
 Availability to conduct up to a total of ten (10) deliveries of the training by the end of the term of the contract.

The first training must be conducted no later than January 31, 2024.  Course instructors need to have attended Cal/OES Train the Trainer  Course instructor must be a State Fire Marshall approved instructor Course Name: Fire Training O-305: USFA Type-3 Incident Mangement Team Course Description: The Type 3 Incident Management Team (IMT) course consists of five days of team-specific training designed to prepare its members to better serve their local communities with the capability to manage large scale or complex emergency incidents. This training is for those who are assigned to function in a Type 3 IMT during a large/complex incident, typically extending into the second operational period.

Number of Students per Delivery: Minimum of 20 students Responsibility of the Orange County Fire Authority, on behalf of the Anaheim/Santa Ana Area:
 Classroom with space to arrange students in groups
 Additional breakout rooms for group exercises
 Audio/Visual Equipment (laptop & projector)
 Multiple easels, dry erase board, and markers
Responsibility of Proposer:
 Course Material
 Training Aids

EXHIBIT I

SCOPE OF SERVICES
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EXHIBIT A

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Notice to Respondents:

All responses to this solicitation shall become property of the City of Santa Ana, and responses will become public record after issuance of Purchase Order. Proposer information identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act.

B. Contractor shall conduct training courses at various locations/venues within the ASAUA.

C. Contractor shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants.

D. Contractor shall prepare and present specified training courses. Course material shall be available at the time the training is provided for each of the training courses the proposer has outlined in their proposal.

E. All training courses presented must meet state and federal guidelines and be approved by Cal OES and DHS for reimbursement under the Homeland Security Grant Program prior to delivery. Refer to the Cal OES website at: http://www.caloes.ca.gov/cal-oes-divisions/california-specialized-training- institute and the DHS website at: https://www.fema.gov/training for further information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from FEMA/Cal OES prior to delivery of the course. The EHP approval is location specific and if an EHP approval is required, one must be obtained for each location where the course is delivered. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals.

F. Contractor shall provide all required training material, handouts, course syllabus and/or written curriculum.

G. Contractor shall collect written survey comments/course evaluations from participants at the conclusion of every course offered. Survey/course evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers. A record of responses shall be maintained throughout the term of the agreement by Contractor, and organized by training course, date, instructor, etc. Frequently mentioned comments shall be reported to City Project Manager. Electronic reporting shall be made available to the City upon request.

H. City reserves the right to cancel training courses with fourteen (14) calendar days’ notice of delivery date. City shall not be charged for the class, travel costs, or training materials by Contractor if cancellation occurs within this period.

I. Contractor shall provide and assign high quality instructors on a consistent basis to deliver the specified courses.

J. All instructors shall use the methods suggested by the training protocols established, such as maintaining and updating each training syllabus; introducing and following objectives for each class; completing training as described; and utilizing training aids such as audio/visual systems. 23-113A
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K. Contractor and all its instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to file complaints.

L. Contractor will be paid for services rendered. Training days are generally eight (8) hours long (e.g. 8AM-5PM), including a one (1) hour lunch break. Schedule should include regular breaks on a 50/10 break ratio – for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum.

M. Training venues may be provided by the City or by hosting agencies based on the needs of the course. Contractor must be able to secure training sites at any of the jurisdictions within the ASAUA.

N. All Contractor-developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to delivery. It is the responsibility of the Contractor to prepare all forms and documentation necessary to obtain all course approvals at its cost. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist Contractor with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals.

O. The anticipated start date of this agreement is Summer of 2023. Usage under this agreement will begin at this time.

P. Depending on the training, Contractor’s instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved. It shall be the responsibility of the Contractor to obtain all POSTcertifications and California State Fire Marshal course approvals at its cost. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist Contractor with the submission of the requests for certifications and approval. The City shall not be billed for any costs associated with obtaining these certifications and approvals.

Q. A list of “approved” courses is available from Cal OES at www.caloes.ca.gov and a list of Federal Emergency Management Agency (FEMA) approved classes is available at www.fema.gov/training R. Contractors are responsible for providing all course materials and delivering it to the site(s) of all training at their cost.

S. Contractor must work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agencies to coordinate the training calendar and venue.

T. When required, Contractor must obtain the applicable certifications for developed courses before training begins. The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Contractor to complete all forms and documentation necessary to obtain the required certifications at its cost. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications.

U. Contractor will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses at its cost if the course content contains materials that require state and/or federal certification. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Contractor with the submission of 23-113A
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the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications.

V. Contractor may not charge the City for materials brought to the class that are not utilized.

W. Proposers may be selected to provide training based on their expertise within a specific discipline.  Fire Training: O-305: USFA Type-3 Incident Mangement Team X. Contractors shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee.

Y. Contractor shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course. It shall be the responsibility of the Proposer to complete all forms and documentation necessary to obtain the required EHP approvals at its cost. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist Contractor with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals.

III. DELIVERABLES / REPORTS FOR TRAINING COURSES
A. Course Surveys / Evaluations

1. Course surveys/evaluations results will be tabulated and scored by Contractor. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager.

2. Completed course survey/evaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course.

B. Contractor must provide course flyers for all training courses to be delivered at its cost.

C. Contractor must provide to the ASAUA Training & Exercise Program Manager all rosters and sign- in sheets upon completion of the training course for all training courses delivered. Contractor shall maintain a record of all original and electronic copies of all sign-in sheets.

D. Contractor shall provide certificates of completion to all students that successfully complete a training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. Contractor shall maintain a record of all certificates provided students.

IV. QUANTITIES FOR TRAINING COURSES
Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied.

V. PRICING FOR TRAINING COURSES
A. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City.

B. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included. 23-113A
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C. All prices quoted shall be in United States dollars and “whole cent,” no cent fractions shall be used.

There are no exceptions.

D. Pricing shall include any and all payment incentives available to the City.

E. Proposers are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension.

F. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages.

VI. AWARD FOR TRAINING COURSES
A. City reserves the right to reject any or all responses that materially differ from any terms contained in this RFP, from any Exhibits attached hereto, or from any subsequent addenda; to waive informalities and minor irregularities in responses received; and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City.

B. The City reserves the right to award an agreement to a single Proposer or multiple Proposers.

C. The City has the right to decline to award an agreement or any part thereof for any reason.

D. City Council approval to award an Agreement pursuant to this RFP will be required.

E. Any agreement must be negotiated, finalized, and approved by the recommend Contractor prior to City Council approval.

F. RFP specifications, terms, conditions, and Exhibits, RFP Addenda, and Proposals, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFP.

VII. INVOICING FOR TRAINING COURSES
A. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services.

B. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services.

C. Invoices shall be emailed to:

Sgt. Ricardo Diaz
Santa Ana Police Department
Email: [email protected]

D. City shall notify Proposer of any adjustments required to invoices.

E. Invoices shall include, at minimum:
 City PO number (if applicable);
 Invoice number;
 Agreement number;
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 Remit to address;
 Itemized services;
 Course description
 Pricing as per agreement;
 Instructor name;
 Number of participants;
 Course date(s); and
 Shall be accompanied by acceptable proof of delivery.

F. Proposer shall utilize standardized invoices upon request.

VIII. ACCOUNT MANAGER / SUPPORT STAFF FOR TRAINING COURSES A. Proposer shall provide a dedicated, competent Account Manager who shall be responsible for the City’s account / agreement. The Account Manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer’s response to this RFP and any agreement which may arise pursuant to this RFP.

B. Proposer shall also provide adequate, competent support staff that shall be able to service the City during the working hours of 7:00AM – 5:00PM PST, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems.

C. Contractor’s Account Manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to.

D. Contractor’s Account Manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments.

IX. QUALIFICATIONS – HOMELAND SECURITY EXERCISE EXPERIENCE  Proposer should be experienced and proficient in the design and delivery of relevant homeland security training and/or exercise as it pertains to the aforementioned course and in accordance with HEESP guidelines.

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RFP NO. 23-113A
Anaheim/Santa Ana UASI
O-305 USFA Type-3 Incident Management Team Training Services August 23, 2023
Part 1- Statement of Qualifications (SOQ)
12522 North Nine Mile Falls Road, Suite 355 - Nine Mile Falls, WA 99026 626-290-6007 www.elitecommandtraining.com
Services Provided
Elite Command Training (ECT) shall provide and assign high quality instructors on a consistent basis to deliver O-305 USFA Type-3 Incident Management Team training. The instructors shall use the methods suggested by the training protocols established, such as maintaining and updates each training syllabus; introducing and following objectives for each class; comp leting training as described; and utilizing training aids such as audio/visual systems.

ECT positive reputation is well known throughout California and nationally by their instructional cadre’s ability to connect with the students. The pragmatic style of instruction from ECT is what motivates the “adult learners” who are full of life experiences.

ECT and its instructors shall provide immediate feedback to the City v ia the ASAUA Program Manager regarding all customer requests for new or additional services, or to report complaints.

ECT shall collect written survey comments/course evaluations from participants at the con clusion of every course offered. Survey/course evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers. A record of responses shall be maintained throughout the term of the agreement by Contractor, and organized by training course, date, instructor, etc. Frequently mentioned comments should be reported to the City’s Project Manager.

Electronic reporting shall be made available to the City upon request.

ECT shall cond uct training courses, which it has been successfully prequalified for, at various locations/venues within the ASAUA. ECT shall prepare course f lyers, register attendees, record attendance by signed roster, provide certificates of completion, and verity c ourse completion by the participants.

ECT shall prepare and present O-305 USFA Type -3 Inci dent Management Team training . Course materials shall be available at the time the training is provided . ECT shall offer course content that satisfies the preparedness priorities identified in the ASAUA training plan. ECT shall provide all required training materials, handouts, course syllabus and/or written curriculum.

EXHIBIT B

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RFP NO. 23-113A
Anaheim/Santa Ana UASI
O-305 USFA Type-3 Incident Management Team Training Services August 23, 2023
Part 1- Statement of Qualifications (SOQ)
12522 North Nine Mile Falls Road, Suite 355 - Nine Mile Falls, WA 99026 626-290-6007 www.elitecommandtraining.com
Elite Command Training’s Project Manager, Michael Bryant will work with the City’s Project Manager to coordinate training deliveries based on the ASAUA n eeds. He is available for any pre -conference planning and will facilitate c ourses based on the regional needs. Our Project Manager is highly experienced in managing and coordinating training deliveries and has the greatest knowledge of the required servi ces and contractual matters with the City. He will also ensure all instruct ional staff is compliant with the requirements of this RFP.

Agreement Statement

Elite Command Training accepts the terms and conditions and has the abil ity and willingness to perform the requested services under such terms and conditions of RFP NO. 23-113A.

Elite Command Training concurs with all provisions as contained in Exhibit II – Sample Agreement of RFP NO. 23-113A.

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12522 North Nine Mile Falls Road, Suite 355 - Nine Mile Falls, WA 99026 626-290-6007 www.elitecommandtraining.com
RFP NO. 23-113A August 23, 2023
Anaheim/Santa Ana UASI
O-305 USFA Type-3 Incident Management Team Training Services

COST PROPOSAL
Course Name Item Amount
O-305 - Type 3 Incident Management Training per course delivery $27,989.00 Pricing Proposal valid for one hundred eighty (180) days.

EXHIBIT C

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Police Department
www.santa-ana.org/police
Item # 6
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
June 18, 2024
TOPIC: Mobile Data Communications Equipment and Installation Services

AGENDA TITLE
Approve Agreement with CDCE, Inc. for Mobile Data Communications Equipment and Installation Services (Spec No. 24-064) (General Fund and Non-General Fund)

RECOMMENDED ACTION
Authorize the City Manager to execute an agreement with CDCE, Inc. to provide mobile data communications equipment and installation services in an amount not to exceed $524,724 including a $25,000 contingency amount, for a term beginning June 18, 2024 and expiring June 17, 2029 (Agreement No. A-2024-XXX).

GOVERNMENT CODE §84308 APPLIES:Yes

DISCUSSION
The Santa Ana Police Department utilizes a wide variety of technologies in the field.

Many of these technologies require a reliable data connection. This includes:
•receiving calls for service information to respond to the community; •connections to law enforcement systems to enhance public and officer safety; •vehicle location information to facilitate efficiency and accountability.

The current data communication equipment in the Police Department’s fleet is over eight years old and the technology is outdated. Many components are failing due to continuous use and the end of serviceability.

After evaluating a variety of options, the Police Department selected a modern mobile router from Cradlepoint paired with an antenna from Parsec Technologies as the foundation for the new mobile data platform. Factors including performance, security, and reliability were all taken into consideration. The new equipment will also provide a secure data communication solution that the Department can use to enable next- generation technologies as they are needed in the field. Beyond simple procurement, the equipment requires expertise in mobile technology installation, specifically with the

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technical complexity of police vehicles. The City released a Request for Proposals to find a vendor with the knowledge, experience, and personnel to provide installation into one hundred fifty-one (151) vehicles, in addition to supplying the necessary installation equipment and supplies.

Request for Proposals (RFP) No. 24-064 was advertised on April 24, 2024 utilizing the City’s online bid management and publication system. A summary of RFP vendor participation and results is as follows:
358 Vendors notified
2 Santa Ana vendors notified
32 Vendors downloaded the bid packet
4 Bids received
0 Bids received from Santa Ana vendors
Proposals were solicited, opened on May 22, 2024, and evaluated. Four bids were submitted by the RFP deadline, and three were determined to be responsive to the specifications and met the City’s requirements. The bid submitted by Lehr Auto was deemed non-responsive and did not meet the requirements of the RFP. The proposal submitted by CDCE, Inc. of Yorba Linda, CA was determined to be the most responsive to the specifications and best met the City’s requirements for product, services, and mandatory timeline.

The agreement is for a five-year period to cover the service and hardware warranty period stipulated in the RFP. The Cradlepoint routers specifically include a five-year warranty, which is required to ensure their continued operation as well as the ability to manage these mobile devices. A component of the agreement includes services by CDCE, Inc. to remove and replace the routers under that warranty should it be necessary.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.

FISCAL IMPACT
Funding is available in the FY 2023-24 budget and funding for subsequent fiscal years will be included in the proposed budgets for City Council consideration as follows:

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Fiscal
Year
Accounting Unit
- Account No. Fund Description Accounting Unit,
Account Description Amount
FY 23-24 01214010-
66400 Cannabis Fund
Police Enforcement
Services, Machinery
& Equipment
$163,568
FY 24-25 12814407-
66400
Supplemental
Law
Enforcement
Services Fund
SLESA, Machinery &
Equipment $361,156
Total $524,724
Staff anticipates the equipment will be ordered and installation services will begin in FY 2024-25. Therefore, the FY 2023-24 funding identified above will be presented to City Council for approval of carryover to FY 2024-25.

EXHIBIT(S)

1. Agreement with CDCE, Inc.

Submitted By: Robert Rodriguez, Acting Police Chief
Approved By: Alvaro Nuñez, Acting City Manager

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Parks, Recreation, and Community Services
www.santa-ana.org/departments/parks-recreation/
Item # 7
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
June 18, 2024
TOPIC: Agreement with Community SeniorServ, Inc. dba Meals On Wheels Orange County for the Senior Meals Program

AGENDA TITLE
Approve an Agreement with Community SeniorServ, Inc. dba Meals On Wheels Orange County for the Senior Meals Program (General Fund)

RECOMMENDED ACTION
Authorize the City Manager to execute an agreement with Community SeniorServ, Inc. dba Meals On Wheels Orange County for the Senior Meals Program in an amount of $90,300 for base services (Home Delivered Meals and Lunch Cafe Programs) and $9,700 for additional as needed services, for a total not to exceed amount of $100,000 for the period July 1, 2024 to June 30, 2025 to be funded by the General Fund (Agreement No. A-2024-XXX).

GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
Meals on Wheels (MOW) Orange County provides the Home Delivered Meals and Senior Lunch programs to the City of Santa Ana. MOW prepares and delivers three meals daily directly to the homes of homebound, frail, and socially isolated seniors in the City. A registered dietician plans the meals to assure 100% of the U. S. Nutritional Recommended Daily Allowance - consisting of breakfast, a cold lunch, and a frozen dinner. In addition to meals, clients benefit from daily contact with delivery staff as well as the calls and/or visits from caseworkers who regularly check on their well-being.

The Senior Lunch Program helps alleviate poor nutrition among the elderly population, especially prevalent among those who live alone and/or on a limited income. This nutrition program is normally available at two sites in Santa Ana (Santa Ana Senior Center and Southwest Senior Center) and seeks to enhance the physical and mental well-being of the elderly population by:
 Encouraging a sense of dignity;
 Providing stimulating activities and volunteer opportunities; and  Augmenting participants’ financial resources by providing donation-based meals.

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Approve an Agreement with Community SeniorServ, Inc. dba Meals On Wheels Orange County for the Senior Meals Program
June 18, 2024

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4 3
6 3
The agreement also provides $9,700 for as-needed meals/services during the term of the contract for special senior programs that may occur. As part of the fiscal year 2024- 25 budget process, $100,000 in general fund monies was proposed to be included in the Parks, Recreation, and Community Services Agency’s budget to provide these programs to Santa Ana seniors.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.

FISCAL IMPACT
Funds will be budgeted and made available in the following account for the specified year, subject to City Council approval:

Fiscal
Year
Accounting
Unit-Account
#
Fund
Description
Accounting Unit, Account
Description
Amount
FY 24-25 01113230-62300 General Fund PRCSA-Recreation & Comm. Svc, Contractual Services-Professional
$100,000

EXHIBIT(S)

1. Agreement
Submitted By: Hawk Scott, Executive Director of Parks, Recreation and Community Services
Approved By: Alvaro Nuñez, Acting City Manager

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AGREEMENT BETWEEN THE CITY OF SANTA ANA AND
COMMUNITY SENIORSERV, INC., DBA MEALS ON WHEELS ORANGE COUNTY

FOR THE SENIOR MEALS PROGRAM

THIS AGREEMENT is made and entered into on this 18th day of June, 2024 by and between Community SeniorServ, Inc. a California nonprofit corporation doing business as Meals on Wheels Orange County (“Contractor”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS

A. The City desires to retain contractor to participate in delivering meals to homebound senior residents and providing meals for senior residents at City senior centers.

B. Contractor represents that Contractor is able and willing to provide such services to the City.

C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional firm in the field.

NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:

1. SCOPE OF SERVICES

Contractor shall deliver a total of three nutritious meals, five days a week, to participants’ homes along with case management services through the Home Delivered Meal Program (“HDM”). In addition, Contractor will deliver nutritional lunches to participants at the Southwest Senior Center and the Santa Ana Senior Center as part of the Lunch Café (Grab & Go) Program.

All participants in the program will be enrolled through the City of Santa Ana Parks, Recreation and Community Services Agency. Programs shall operate as outlined in the attached Exhibit A, attached hereto and incorporated by reference.

2. COMPENSATION

a. City agrees to pay, and Contractor agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit A. The total amount to be expended during the term of this Agreement shall not exceed One Hundred Thousand Dollars and 00/100 ($100,000). This sum is comprised of (1) the base amount of $ 90,300 and (2) a contingency in the amount of $ 9,700 for additional services at the City’s sole discretion.

b. Payment by City shall be made within forty-five (45) days following receipt of proper

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invoice evidencing work performed, subject to City accounting procedures. City and Contractor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Contractor agrees to execute the City’s standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Contractor’s account(s) with financial ins titutions.

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 July 1, 2024 and terminate on June 30, 2025, unless terminated earlier in accordance with Section 15, below. The parties agree that certain specified sections of this Agreement will survive termination or expiration of the Agreement.

4. INDEPENDENT CONTRACTOR
Contractor and its employees, agents and officers shall, during the entire term of this Agreement, be construed to be independent contractors and not employees 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 co ntrol over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.

Contractor is not an agent, representative, or employee of the City and Contractor shall have no authority to act on behalf of the City.

5. INSURANCE
Contractor shall procure and maintain for the duration of the Agreement, the following insurance coverages:
a. Minimum Scope and Limit of Insurance
(1) Commercial General Liability (CGL) . Insurance Services Office (“ISO”) 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.
(2) Automobile Liability (AL). ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with a limit no less than $1,000,000 per accident for bodily injury and property damage.

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(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 for bodily injury or disease.

(4) Broader Coverage. If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and s hall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

b. Other Insurance Provisions

The above required insurance policies are to contain or be endorsed to contain the following provisions:

(1) Additional Insured Status. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL and AL policies required above with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations.

(2) Waiver of Subrogati on. Contractor’s insurance company(ies) agree(s) 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 may arise from work performe d by Contractor under this Agreement. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

(3) Primary Coverage. For any claims related to this contract, the Contractor’s insurance coverage shall be primary and a ny insurance or self -insurance maintained by City, its City Council, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.

(4) Severability. A severab ility of interest provision must apply for all the additional insured, ensuring that Contractor’s insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer’s limits of liability.

(5) Notice of Cancellation. Insurance policy(ies) 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 notic e 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.

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(6) Certificate Holder. The Certificate Holder on each Evidence of the Insurance certificate shall be: City of Santa Ana, Attention: (Name of Department Staff Responsible for Agreement) , 20 Civic Center Plaza M-XX (Responsible Staff’s Department Mail Box), Santa Ana, CA 92701. The name and location of project should be included in the Description of Operations section of each certificate.

c. Self-Insured Retentions. Self-insured retentions must be declared to and approved by the City. City may require Contractor to purchase cov erage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

d. Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.

e. Verification of Coverage. Contractor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

f. Claims-Made Policies. If any of the required policies provide coverage on a claims-made basis:

(1) The retroactive date must be shown and must be before the date of the Agreement or the beginning of work.

(2) Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of work.

(3) If coverage is canceled or non-renewed, and not replaced with another claims- made policy form with a retroactive date prior to the contract eff ective date, Contractor must purchase “extended reporting” coverage for a minimum of three (3) years after completion of work.

g. Subcontractors. Contractor shall require and verify that all sub -contractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from sub-contractors.

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h. 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.

6. INDEMNIFICATION

Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor or its subcontractors, agents, employees, or other persons acting on their behalf wh ich relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement . This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. This indemnification provision shall survive expiration or termination of this Agreement.

7. RECORDS

Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative o f the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. This records provision shall survive expiration or termination of this Agreement.

8. CONFIDENTIALITY

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nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. This confidentiality provision shall survive expiration or termination of this Agreement.

9. CONFLICT OF INTEREST CLAUSE

Contractor covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of servi ces specified under this Agreement.

10. BACKGROUND CHECK

Contractor shall not assign any employee, agent, subcontractor or volunteer to provide services pursuant to this Agreement, if that employee, agent, subcontractor or volunteer is required to register as a sex offender under California Penal Code Section 290 et seq, has a conviction for any crime of moral turpitude, has a conviction for a violent felony as defined in California Penal Code Section 667.5(c), or has a conviction for a serious felony as defined in California Penal Code Section 1192.7(c). Disqualifying convictions include but are not limited to, violations of California Penal Code Sections 37, 128, 136.1 with Section 186.22, 187, 190 -190.4 and 192(a), 205, 206, 207-209.5, 211, 212, 212.5, 213, 214, 215, 218-219, 220, 236.1(b) or 236.1(c), 243.4, 261, 261.5, 273.5, 262, 264.1, 266, 266c, 266h, 266i, 266j, 267, 269, 272, 273a, 273ab, 273d, 285, 286, 288, 288a, 288.2, 288.3, 288.4, 288.5, 288.7, 289, 290, 311.1, 311.2, 311.3, 311.4, 311.10, 311.11, 314, 347(a), 368, 417(b), 451(a),518 with 186.22, 647.6, 653f(c), 664 and 187, 667.5(c), 18745, 18750, or 18755, 12022.53, 11418(b)(1) or (b)(2); Business and Professions Code Section 729. Failure to comply with this Section shall be grounds for immediate termination of this Agreement.

11. NOTICE

To City: City Clerk
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988

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With copy to: Executive Director
Parks, Recreation and Community Services
City of Santa Ana
20 Civic Center Plaza (M-23)
P.O. Box 1988
Santa Ana, CA 92702

To Contractor: Community SeniorServ, Inc. dba Meals on Wheels Orange County Attn: Holly Hagler, President & CEO
1200 N. Knollwood Circle
Anaheim, CA 92801
Fax (714) 220-1374

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, wit h 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, add ressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded.

12. EXCLUSIVITY AND AMENDMENT

This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein.

13. ASSIGNMENT

Inasmuch as this Agreement is intended to secure the specialized services of Contractor, it 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.

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14. WAIVER

No waiver of b reach, 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.

15. TERMINATION

This Agreement may be terminated by the City upon fifteen (15) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to the effective date of termination.

16. NON-DISCRIMINATION

Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connecti on with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.

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. This jurisdiction provision will survive expiration or termination of this Agreement.

18. LICENSES

Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.

19. COMPLIANCE WITH LAWS

Contractor shall keep informed of State, Federal and Local laws, ordinances, codes and regulations that in any manner affect those employed by it or in any way affect the perfor mance

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of its services pursuant to this Agreement. The Contractor shall at all times comply with such laws, ordinances, codes and regulations. The City, its officers and employees shall not be liable at law or in equity occasioned by failure of Contractor to comply with this Section.

20. SEVERABILITY

In the event that one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties hereunder.

21. EXHIBITS

All Exhibits referenced herein and/ or attached hereto shall be incorporated as if fully set forth in the body of this Agreement.

22. AUTHORITY

The person(s) executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement, the parties hereto are formally bound by the provisions of this Agreement.

23. COUNTERPARTS

This Agreement may be executed by the parties hereto in separ ate counterparts, each of which when executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all of the parties hereto.

24. ELECTRONIC SIGNATURES

This Agreement and counterparts of this Agreement may be executed and delivered by facsimile or other electronic means by any of the parties to this Agreement. The facsimile, email, or other electronically delivered signatures of the parties shall be deemed to constitute original signatures.

[signature page follows]

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SIGNATURE PAGE FOR

AGREEMENT BETWEEN THE CITY OF SANTA ANA AND
COMMUNITY SENIORSERV, INC., DBA MEALS ON WHEELS ORANGE COUNTY

FOR THE SENIOR MEALS PROGRAM

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.

ATTEST: CITY OF SANTA ANA

________________________ _________________________
Jennifer L. Hall Alvaro Nunez
City Clerk Acting City Manager

APPROVED AS TO FORM CONTRACTOR
SONIA R. CARVALHO
City Attorney

By: _____________________ ____________________________ Brandon Salvatierra Holly Hagler
Deputy City Attorney President & CEO

RECOMMENDED FOR APPROVAL

____________________________
Hawk Scott
Executive Director
Parks, Recreation and Community Services Agency
Holly Hagler (Jun 5, 2024 16:42 PDT)
Holly Hagler

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EXHIBIT A

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Name of Organization
Name of Funded Program

Annual Accomplishment Goal

CITY OF SANTA ANA
Scope of Work

Meals on Wheels Orange County
Home Delivered and Lunch Cafe Programs
I. Total number of unduplicated Participants (Santa Ana and Non-Santa Ana participants) anticipated to be served by the funded program, named above, during the contract period, from July 1, 2024 - June 30, 2025.

Participants
II. Number of ONLY unduplicated Santa Ana Participants to be served by the funded program, named above, during the contract period, from July 1, 2024 - June 30, 2025.

Participants

Program and Funding Description
III. Description of Work - In the space below, describe the program to be funded during the 12-month contract period.

What specific activities will be undertaken during the contract period? Please be concise in your response. Only the viewable space will print.

Schedule of Performance
Estimate the number of ONLY unduplicated Santa Ana participants to be served by the funded program during the 12- month contract period per quarter. (Enter number of new Santa Ana Participants served each quarter. If they were served in quarter 1, do not count them again in quarter 2)

Quarter 1: July 1 - September 30
Quarter 2: October 1 - December 31
Quarter 3: January 1 - March 31
Quarter 4: April 1 -June 30

Estimated Invoicing
Quarter 1: July 1 - September 30
Quarter 2: October 1 - December 31
Quarter 3: January 1 - March 31
Quarter 4: April 1 -June 30
Participants
Participants
Participants
Participants
Total unduplicated Santa Ana Participants to be served.

Total including contingency

Exhibit A Page 1of 1
400

8000

100
100
100
100
400

$25,000
$25,000
$25,000
$25,000
$100,000

For FY 24-25, Santa Ana discretionary funds not to exceed $100,000 ($90,300 for base services [Home Delivered Meals and Lunch Cafe Programs] and $9700 for additional as needed services) will be utilized to help fund the raw food costs of home delivered and Lunch Cafe meals to Santa Ana older adult participants from July 1, 2024 - June 30, 2025.

Home Delivered Meal Program:

Participants in the HDM Program will receive three nutritious meals, 5 days a week delivered to their home along with case management services. Paid and volunteer drivers will deliver meals. Eligibility and case management services will be provided by Meals on Wheels Orange County Case Managers. Participants will also have access to other services at no charge including in-home services, respite services, home safety equipment, and other resources.

Lunch Cafe Program:

Participants in this Program will be provided with nutritional lunches at two sites in Santa Ana - Southwest Senior Center and Santa Ana Senior Center.

Additional As-Needed Services:

During the course of the year, the City conducts programs/services that may require additional meals to be provided that are beyond the scope of the programs listed above. In such instances, the City will request a quote from Community SeniorServ (dba Meals on Wheels Orange County) for additional cost and use contingency funds included in the total agreement amount.

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Agreement_Meals On Wheels FY 2024-25_FIN
AL_6.5.24_updated for 6.18.24 ccm
Final Audit Report 2024-06-05
Created: 2024-06-05
By: Stephanie Garcia ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAA2ZH3MAQ3KK31l_-tLuSYL_NKCjhoNQT9 "Agreement_Meals On Wheels FY 2024-25_FINAL_6.5.24_upda ted for 6.18.24 ccm" History
Document created by Stephanie Garcia ([email protected]) 2024-06-05 - 9:55:11 PM GMT
Document emailed to [email protected] for signature 2024-06-05 - 9:55:16 PM GMT
Email viewed by [email protected]
2024-06-05 - 9:55:47 PM GMT
Signer [email protected] entered name at signing as Holly Hagler 2024-06-05 - 11:42:24 PM GMT
Document e-signed by Holly Hagler ([email protected]) Signature Date: 2024-06-05 - 11:42:26 PM GMT - Time Source: server Agreement completed.
2024-06-05 - 11:42:26 PM GMT

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Parks, Recreation, and Community Services Agency
www.santa-ana.org/parks-recreation
Item # 8
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
June 18, 2024
TOPIC: Coach Max Corp and Elite Executive Charter, LLC to provide charter bus transportation services
TITLE
Approve an Agreement with Coach Max Corp and Elite Executive Charter, LLC to Provide Charter Bus Transportation Services (General Fund)

RECOMMENDED ACTION
Authorize the City Manager to execute aggregate agreements with Coach Max Corp and Elite Executive Charter, LLC to provide charter bus transportation for City programs and events for a term from July 1, 2024 through June 30, 2027, with two (2), one (1) year renewal options for a total amount, including extensions, not-to-exceed $500,000 (General Fund) (Agreement Nos. A-2024-XXX and A-2024-XXX).

GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
The City of Santa Ana provides, through a contracted vendor, transportation services to groups of people for round-trip excursions from various points within City limits to other destinations, on an as-needed basis, throughout the year. These services will be for, but are not limited to: senior programs, youth field trips, community excursions, and other special events for the community.

The Request for Proposal (RFP) No. 24-027 was issued on March 19, 2024 on the City’s online bid and management publication system. A summary of the invitation for bids and buds received follows:
81 Vendors Notified
6 Santa Ana vendors Notified
34 Vendors downloaded the bid packet
4 Bids received
0 Bids received from Santa Ana Vendors

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Approve an Agreement with Coach Max Corp and Elite Executive Charter, LLC to Provide Charter Bus Transportation Services
June 18, 2024

Page 2 ends

4 3
6 6
The proposals were evaluated according to the criteria listed in the RFP, which includes vendor responsiveness, experience, cost of proposal, and references to ensure that the proposals met the standards of the department. The following are the results of the evaluation.

Proposer Rating
(300 Max)
Coach Max 248
Elite Executive Charter 242
Out of the four submitted proposals, two were considered non-responsive due to missing required elements in their proposal submittal. City staff decided to award aggregate agreements to both remaining vendors as this will provide more flexibility and ensure transportation availability.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.

FISCAL IMPACT
Funds will be budgeted and made available for the following years, subject to City Council approval.

Fiscal
Year
Accounting
Unit-Account #
Fund
Description
Accounting Unit, Account
Description
Amount
FY 24-25 01113230-62300 General Fund PRCSA- Recreation and Community Services-
Contractual Services
Professional
$100,000
FY 25-26 01113230-62300 General Fund PRCSA- Recreation and Community Services-
Contractual Services
Professional
$100,000
FY 26-27 01113230-62300 General Fund PRCSA- Recreation and Community Services-
Contractual Services
Professional
$100,000
FY 27-28 01113230-62300 General Fund PRCSA- Recreation and Community Services-
Contractual Services
Professional
$100,000
FY 28-29 01113230-62300 General Fund PRCSA- Recreation and Community Services-
Contractual Services
Professional
$100,000
Total $500,000

City Council
8 –
2 6/18/2024

Approve an Agreement with Coach Max Corp and Elite Executive Charter, LLC to Provide Charter Bus Transportation Services
June 18, 2024

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4 3
6 6

EXHIBIT(S)

1. Agreement-Coach Max Corp

2. Agreement-Elite Executive Charter, LLC
Submitted By: Hawk Scott, Executive Dir. of Parks, Recreation, and Community Services
Approved By: Alvaro Nuñez, Acting City Manager

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#19793v7

CITY OF SANTA ANA
AGREEMENT WITH COACH MAX CORP. FOR

ON-CALL CHARTER BUS SERVICES

THIS AGREEMENT is made and entered into on this 18th day of June, 2024 by and between Coach Max Corp., a California corporation (“Contractor”), and the C ity of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS

A. On March 19, 2024, the City issued Request for Proposal No. (”RFP”) 24 -027, by which is sought qualified contractors to provide on -call charter bus services for the City’s Parks Recreation and Community Services Agency.

B. Contractor submitted a responsive proposal that was among those se lected by the City.

Contractor represents that it is able and willing to provide the services described in the scope of work that was included in RFP 24-027.

NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:

1. SCOPE OF SERVICES

On an on-call basis, and at the City’s sole discretion, Contractor shall perform the services described in the scope of work that was included in RFP 24 -027, which is attached as Exhibit A, and as more specifically delineated in Contractor’s proposal, which is attached as Exhibit B and incorporated in full.

2. COMPENSATION

a. City neither warrants nor guarantees any minimum or maximum compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B .

Contractor is one of two (2) contractors selected to provide charter bus services on an on-call basis under RFP 24 -027. The total compensation for these services provided by all such contractors selected under RFP 24-027 shall not exceed the shared aggregate amount of Five Hundred Thousand Dollars and 00/100 ( $500,000) for the entire term of this Agreement, including any extension periods exercised by the parties. The annual aggregate amount, available to all selected Contractors, shall not exceed $100,000.

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b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Contractor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Contractor agrees to execute the City’s standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly i nto Contractor’s account(s) with financial institutions.

Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City.

c. In the event that Contractor arrives more than fifteen (15) minutes late for the scheduled pick-up time at the scheduled location, the Contractor shall pay to the City liquidated damages in the amount of $100 for each fifteen (15) minutes of unexcused delay, at the sole discretion of the Director of Parks, Recreation, and Community Services, up to a maximum of Five Hundred Dollars and 00/100 ( $500). These liquidated damages, if any, shall be offset against th e charge for Contractor’s services invoiced for the day Contractor was late. The parties acknowledge this liquidated damage amount represents a reasonable estimate of the City’s damages in the event of a delay, considering the difficulty of proving such d amages and the potential disruption to the City’s event(s).

3. TERM

This Agreement shall commence on July 1, 2024 for a three (3) year term with the option for the City to grant up to two (2) one-year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below.

4. INDEPENDENT CONTRACTOR

Contractor shall, during the entire term of this Agreement, be construed to be an independent Contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in whi ch Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.

5. OWNERSHIP OF MATERIALS

This Agreement creates a non -exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or

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caused to be prepared by Contractor under this Agreement (“Documents & Data”). Contractor shall require all subcontractors to agree in writing that City is granted a non -exclusive and perpetual license for any Documents & Data the sub contractor prepares under this Agreement.

Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Da ta 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

The selected Contractor shall provide the required evidence of insurance coverage as set forth in this Agreement within ten (10) business days after receipt of Notice of Intent to Award.

Contractor shall maintain, for the duration of the Agreement, insurance coverages required by City, as stated below.

Coverage shall be at least as broad as:

a. Minimum Scope and Limit of Insurance

(1) Commercial General Liability (CGL). Insurance Services Office (“ISO”) 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 $2,000,000 per occurrence and $4,000,000 aggregate.

(2) Automobile Liability (AL) . ISO Form Number CA 00 01 covering owned, hired and non -owned autos with a limit of no less than $5,000,000 per occurrence for bodily injury, $3,000,000 for property damage and $10,000,000 aggregate.

(4) Sexual A buse or Molestation Liability (SAML). If the CGL policy referenced above is not endorsed to include affirmative coverage for sexual abuse or molestation, Contractor shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit no l ess than $1,000,000 per occurrence or claim.

(5) Broader Coverage. If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

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b. Self-Insured Retentions. Self-insured retentions must be declared to and approved by City. At the option of City, Contractor shall cause its insurer(s) to reduce or eliminate such self -insured retentions as respects City, its City Council, officers, officials, employees, agents and volunteers; or Contractor shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses.

c. Other Insurance Provisions

The above required insurance policies are to contain or be endorsed to contain the following provisions:

(1) Additional Insured Status. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL, AL, and SAML policies with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations.

(2) Waiver of Subrogation. Contractor’s insurance company(ies) agree(s) 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 may arise from work performed by Contractor under this Agreement. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

(3) Primary Coverage. For any claims related to this contract, the Contractor’s insurance coverage shall be primary and a ny insurance or self -insurance maintained by City, its City Council, its office rs, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.

(4) Severability of Interest (Cross-Liability). A severability of interest provision must apply for all the additional insureds, ensuring that Contractor’s insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer’s limits of liability.

(5) Notice of Cancellation. Insurance policy(ies) 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 p rovided to City for policy cancellation or non -renewal due to non-payment.

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(6) Certificate Holder. The Certificate Holder on each Evidence of the Insurance certificate shall be: City of Santa Ana, 20 Civic Center Plaza, Santa Ana, CA 92701.

e. Claims-Made Policies. If any of the above required insurance policies are on a claims-made basis:
(1) The retroactive date must be show, and must be before the date of the Agreement of the beginning of contract work.

(2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement.

(3) If coverage is canceled or non-renewed, and not replaced with another claims- made policy form with a retroactive date prior to the Agreement effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

f. Verification of Coverage . Contractor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them.

The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

g. Subcontractors. Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, including requirements stated above in other insurance provisions on insurance required from subcontractors.

7. INDEMNIFICATION

Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal

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#19793v7
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent r equired 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

9. RECORDS

Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from th e date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other d ocuments created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement.

10. CONFIDENTIALITY

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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 subsidi ary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City.

11. CONFLICT OF INTEREST CLAUSE

Contractor 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

Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.

13. EXCLUSIVITY AND AMENDMENT

This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein.

14. ASSIGNMENT

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Agreement performed by City personnel or by other Contractors retained by City.

15. TERMINATION

This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for wo rk 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 o f this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.

18. PROFESSIONAL LICENSES

Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses , approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.

19. 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

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first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons:

To City:

City Clerk
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956

With courtesy copies to:

Executive Director,
Parks, Recreation, and Community Services Agency
City of Santa Ana
20 Civic Center Plaza (M-23)
P.O. Box 1988
Santa Ana, California 92702
Fax:

To Contractor:

Coach Max Corp.

Attn: Dennis Wong
500 N Ford Blvd.

Los Angeles, CA 90022

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.

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SIGNATURE PAGE FOR
AGREEMENT WITH COACH MAX CORP. FOR

ON-CALL CHARTER BUS SERVICES

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.

ATTEST: CITY OF SANTA ANA

Jennifer L. Hall Alvaro Nuñez
City Clerk Acting City Manager

APPROVED AS TO FORM:

SONIA R. CARVALHO CONTRACTOR:

City Attorney

By:

Brandon Salvatierra Dennis Wong
Deputy City Attorney CEO

RECOMMENDED FOR APPROVAL:

Hawk Scott
Executive Director
Parks, Recreation, and Community Services Agency

Dennis Wong (Jun 10, 2024 20:07 PDT)
Dennis Wong

City Council
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13 6/18/2024

EXHIBIT A

SCOPE OF SERVICES

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CITY OF SANTA ANA
P
roposer(s) shall perform the services as set forth below.

OVERVIEW
The City of Santa Ana seeks a qualified licensed charter motorcoach/bus services company to provide transportation of groups of people for pre-arranged round-trip excursions from various points within City limits to other destinations in the southern California area on an as-needed basis throughout the year.

These events include, but are not limited to: senior programs, youth field trips, community excursions, and other special events. Transportation services will be requested on an as-needed basis by designated City staff.

All proposals shall include turnkey pricing for all services requested, and the City reserves the right to reasonably increase or decrease the amounts and change specifications upon award.

PART I - SCOPE OF SERVICES
I. TRANSPORT SERVICES TO BE PROVIDED

1. S
cheduled Departure Time:
a. is the time that City has provided to Carrier when the vehicle is to leave the Pick- Up Point for the Destination Point.
b. Actual Departure Time: is the actual time the vehicle leaves from the Pick-Up Point or the Destination Point.
c. Late Arrival: is arrival at the Pick-Up Point that is later than the required arrival time of at least 20 minutes before the Scheduled Departure Time. Liquidated damages apply.
d. Late Show: is arrival at the Pick-Up Point that is later than the Scheduled Departure Time. Liquidated damages apply; Contract termination may apply.

2. Cancelation:
a. If City cancels requested service due to Carrier’s Late Arrival at the Pick-Up Point or Late Show, which causes City to cancel the event due to time restrictions at the destination point, then Carrier shall not charge City any fees whatsoever and liquidated damages apply.
b. If City cancels requested service any time before vehicle is dispatched, then Carrier shall not charge City any fees whatsoever.
c. If City cancels requested service after vehicle is dispatched, then City will pay the Trip Charge and no other charges. Trip Charges are to be prorated downward in cases where the vehicle dispatch point was closer to Santa Ana, CA and where the vehicle is re-routed to another customer’s location.

3. Head Count:
a. Conduct a head count (roll call) prior to all departures.

EXHIBIT I

SCOPE OF SERVICES
RFP 24-027
City of Santa Ana

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CITY OF SANTA ANA

4. Pick-Up Point:
a. Is the predefined location within the City limits for the passengers to be picked up by Carrier. This is where the trip begins. Driver must be at Pick-Up Point at least 20 minutes before Scheduled Departure Time. Standby Rate is applicable until the Actual Departure Time; Drive Time Rate begins thereafter.

5. Destination Point:
a. is the predefined location, which may be outside of the City limits, but not outside of the Southern California area. This is the Destination Point, the main purpose of the trip. There may be multiple Destination Points. Drive Time Rate ends; Standby Rate begins until vehicle leaves for the Drop-off Point. Standby Rate is applicable until the Actual Departure Time; Drive Time Rate begins thereafter.

6. Drop-Off Point:
a. is the predefined location within the City limits for the passengers to be dropped off by Carrier. Note that the Drop-Off Point is normally the same as the Pick-Up Point. This is where the trip is completed. Drive Time Rate ends; Standby Rate begins until last passenger leaves the vehicle.

7. Round Trip:
a. is from Pick-Up Point to Destination Point to Drop-off Point. There may be multiple Destination Points before reaching the Drop-off Point.

II. SCHEDULE

1. Provide the services on the agreed-upon schedule, generally, Monday through Friday, 9:00 am to 5:00 pm.

2. Note that the dates and times are subject to change or cancellation.

3. Note City will provide advance notice, typically 72 hours or more, for services or cancellations.

III. TYPICAL ANNUAL REQUIREMENTS: (NOT IMPLIED AS A GUARANTEE)

1. The City conducts about 40 - 60 trips a year, which are generally 5 - 65 miles round trip.

2. Approximately two - three trips a week during the:
a. 8 - 10 weeks of Summer (July - August)

3. Approximately two trips a month during the following months:
a. September, October, December, January, February, March, April, May IV. PRICES

1. It shall be understood that the unit prices are firm for the initial year of the contract.

2. An increase or decrease may be made to the bid item prices for subsequent renewals the term of the contract.

3. Pricing must be inclusive of freight.

RFP 24-027
City of Santa Ana

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CITY OF SANTA ANA

4. Additional Charges: not allowed, no fuel surcharges, no mileage rates

PART II – ADDITIONAL REQUIREMENTS

V. BIDDER QUALIFICATIONS

1. Possess the appropriate California Public Utilities Commission (CPUC) licenses for operating the types of vehicles and carrying the number of passengers in conjunction with the service requirements.

2. Must be listed at the CPUC website
http://www.cpuc.ca.gov/PUC/CEC/z_cpucconsumers/e_carriers.htm under Limos, Shuttles, and Buses: Consumer Information Center; Hiring a Limo, Shuttle, or Bus; List of Companies.

VI. SPECIFIC TERMS AND CONDITIONS

1. LEGAL

a. Comply with all legal requirements: federal, state, and local laws, regulations

b. Comply with all CPUC requirements as stated in the CPUC’s Transportation License Section apply unless the company, classificiation, service, etc. are especially excluded therein.

c. Comply with all ADA requirements

2. LICENSING

a. CPUC issues operating authority to companies that are for hire to transport passengers, including charter buses that operate in California. Companies must display their CPUC file number on their vehicles and in advertisements; for example, “PSC 1234” or “TCP 1234.”
b. Drivers must be licensed as required under the California Vehicle Code and must comply with the driver provisions of Title 13, California Code of Regulations.

c. Drivers must be the permit or certificate (CPUC authority) holder or under the complete supervision, direction and control of the operating carrier, and be an employee of the authority holder, or an employee of a sub-carrier, or an independent owner-driver who holds charter-party carrier authority and is operating as a sub-carrier.

VII. CONTROLLED SUBSTANCES AND ALCOHOL

1. Provide for a drug testing program in accordance with General Order 157 Series (TCP) and General Order 158 Series (PSC), whichever is applicable.

RFP 24-027
City of Santa Ana

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2. Do not permit any driver to operate any vehicle, in conjunction with these service requirements that does not conform to all of the applicable drug testing program requirements.

3. Do not permit any Controlled Substances and Alcohol to be used on the vehicle by anyone.

VIII. DMV PULL NOTICE

1. Be enrolled in the DMV Employer Pull Notice Program (EPN).

2. Do not permit any driver to operate any vehicle, in conjunction with these service requirements that does not conform to all DMV requirements.

IX. BACKGROUND CHECKS

1. Note that some passengers may be of minority age.

2. Utilize only the drivers have had Department of Justice criminal background checks completed and had those checks properly screened for these service requirements.

3. Perform background checks at least once every two years on individuals who are utilized in conjunction with these service requirements.

X. PASSENGER INFORMATION

1. Make the following information available immediately to the passengers:

a. Check the license status of the company: Call CPUC at 1-800-877-8867; Access the information from our website at www.cpuc.ca.gov.
b. File a complaint against your CPUC-authorized passenger transportation company: Call CPUC at 1-800-894-9444; Email CPUC at
[email protected]; Write the Passenger Section, California Public Utilities Commission, 505 Van Ness Avenue, San Francisco, CA 94102; Use the complaint form on our website at:
http://www.cpuc.ca.gov/static/forms/complaints/psg+complaint+form.pdf if your complaint is by email or in writing.

XI. SAFETY, FIRST AID, EMERGENCIES

1. Note that other Safety, First Aid, Emergencies requirements are contained in other sections of these specifications.

2. Ensure that all drivers are up-to-date on first aid, CPR, and other related training.

3. Ensure that each vehicle used, in conjunction with these service requirements, has properly stocked first aid kits, fire extinguishers, and other related first aid devices as appropriate for the number of passengers and the expected duration of the trip.

4. Have emergency and critical incident procedures, arrangements and personnel in place to protect passengers and minimize disruption from on-road incidents, vehicle and/or system failures.

RFP 24-027
City of Santa Ana

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5. Provide a list of primary and a secondary point of contact names and phone numbers for emergencies.

XII. VEHICLES

1. Provide the following information for each vehicle that is available for service:

a. The make, model, year, miles, condition, and attributes for each vehicle. b. License plate numbers, VIN numbers, and seating capacities. c. Provide updates within 10 days of adding or deleting any vehicle from this list.

2. Seating

a. Use the appropriate sized-vehicle with the appropriate number of seats for a given Round Trip.

b. Do not carry more passengers than the number of seats unless specifically allowed by law.

c. Ensure that all seats have the appropriate and fully functional restraint devices (seat belts, child safety seats) for the type of vehicle being utilized.

3. Vehicle service requirements shall:

a. Be appropriate for the intended use.

b. Have passenger capacity to accommodate all passengers comfortably.

c. Have the necessary safety equipment.
d. Be fueled to at least 7/8ths of a tank, that other fluids including oil, antifreeze/coolant, power steering, brake fluid, washer fluid, battery fluid, and the like are topped-off before arrival at Pick-up Point.

e. Have had battery performance checked within the last 30 calendar days.

f. Be equipped with fully functional heating, air conditioning, doors, windows, windshield wipers, emergency radios, escapes (where appropriate), tires (spare included) that are in very good condition rated for the type of vehicle and weight loads.

g. Have the appropriate charger for the mobile phones utilized by the driver for contact.

h. Be clean inside and outside prior to scheduled service.

i. Have the appropriate storage/baggage compartments.

j. Be safeguarded at all times during the Round Trip.

k. Be very well-maintained, up-to-date on their maintenance requirements.

RFP 24-027
City of Santa Ana

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CITY OF SANTA ANA

l. Provide replacement transportation to ensure a timely arrival at specified destinations in the event of mechanical malfunctions or breakdowns.

m. Ensure that any backup or replacement vehicles meet the same criteria as the replaced vehicle.

n. Use only Carrier’s company-owned or -leased vehicles unless otherwise approved in advance by CR.

o. Comply with all Department of Transportation Federal Highway Administration (DOT/FHWA) regulations with regard to their service.

p. Make available all vehicle maintenance records utilized in these services for inspection by City within 3 working days’ notice from City.

q. Allow the City reserves the right to inspect the Vendors equipment and to perform such investigations as may be deemed necessary to insure that competent personnel and management will be utilized in the performance of this agreement.

XIII. DRIVERS

Note that the split of responsibilities is provided as a general grouping an does not represent or limit the responsibilities of the Carrier and Drviers

1. Carrier Responsibilities

a. Ensure that only drivers who are in good health (not mentally, emotionally, or physically compromised for operating the vehicles; and not contagious with any disease that might infect the passengers); well-rested; alert; and not under the influence of any illegal substances, substances or chemicals that would detract from their ability to operate the vehicle at optimal levels are utilized for these services.

b. Remove drivers from operating a vehicle in conjunction with these service requirements that do not meet the foregoing requirements.

c. Provide the appropriate number of drivers and relief drivers as required for the expected Round Trip travel time at no additional cost to City.

d. Ensure that drivers are provided the appropriate breaks for meals and the like.

e. Provide a fully-charged, fully-functional mobile phone to the driver to be available for contact at any time during the trip by Carrier or by City.

f. Are trained and regularly evaluated for conformance with all applicable requirements.

2. Driver Responsibilities

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CITY OF SANTA ANA
a. Posses, at all times, a valid State of California Department of Motor Vehicle Driver License qualifying them to operate the vehicles. b. Are professional, courteous, and provide excellent customer service. c. Capable of communicating the English language: understanding, speaking, reading, and writing it.
d. Attend and pass a defensive driver training course at least once every four years. e. Are trained, familiar with, and skilled at the operation of the vehicle to be used for this service.
f. Ensure vehicles and contents are secure at all times.

3. Parking Tolls & Fees
a.

City will reimburse Carrier for the exact amount of all documented parking and toll fees for each Round Trip. These charges may be added onto the monthly invoice.

4. Fines
a.

Carrier is sole responsible for all fines including, but not limited to all DMV fines, towing, storage, etc.

5. Fuel Surcharges:
a.

Not allowed
XIV. LEGAL AND BEST PRACTICE REQUIREMENTS

1. Be self-informed, abide by, and comply with all, current and applicable, local, county, state, federal or other legal requirements and best practices at all times.

2. Do not cause, allow to be caused, or permit the continuance of any violation of any legal requirements or best management practices

3. Be responsible and bear all associated costs should any work be performed in contrary to any laws, ordinances, codes, rules, or regulations.

XV. AUDIT REQUIREMENTS

1. City reserves the right to periodically inspect and audit Contractor’s accounting procedures and supporting documentation in conjunction with the performance of the bid specifications.

2. City will notify Contractor in writing of any such requested audit.

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CITY OF SANTA ANA

3. City will inspect and audit in a reasonable manner and at City’s expense.

4. Contractor must fully cooperate with any such audit(s).

5. City will notify Contractor in writing of any exception taken as a result of an audit.

6. During required audits, in accordance with this article, discloses overcharges (of any nature) by Contractor to the City of the value of that portion of the Agreement that was audited, the actual cost of the City’s audit shall be reimbursed to the City by Contractor for the entirety of the term including all extensions.

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City of Santa Ana

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EXHIBIT B

CONTRACTOR’S PROPOSAL

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1 Coach Max Corp.
500 N Ford Blvd
Los Angeles, CA 90022, USA
Phone: (626) 786-8899
Email: [email protected]
Website: https://www.coachmax.us/

Proposal for Charter
Bus Services
RFP No. 24-027
City of Santa Ana

To:

Timothy Pagano, Deputy Director of Parks, Recreation & Community Services City of Santa Ana – Parks, Recreation & Community Services 20 Civic Center Plaza, Santa Ana, CA 92701

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2 Table of Contents

I. COVER LETTER
II. SERVICES PROVIDED
A. Transportation Services To Be Provided
B. Schedule
C. Typical Annual Requirements
D. Prices
III. AGREEMENT STATEMENT
A. Concurrence
B. Commitment to Compliance and Collaboration
IV. FIRM AND TEAM EXPERIENCE
A. Company Overview
B. Safety Operations
C. Nearest Address Serving Santa Ana
D. Project Manager/Principal Agent Contact
E. Key Staff Profiles
V. PROPOSED WORK PLAN
A. Understanding of Scope of Services
B. Approach and Methodology
C. Deliverables and Implementation Plan
VI. COST PROPOSAL
A. Pricing Model
B. Payment Schedule
C. Inclusions
D. Proposal Validity
VII. CERTIFICATIONS (ATTACHMENTS)
A. Attachment A-1: Proposer’s Certification
B. Attachment A-2: Proposal Item Pricing
C. Attachment B: References
D. Attachment C: Proposer’s Statement
E. Attachment D: Non-Collusion Affidavit
F. Attachment E: Non-Lobbying Certification
G. Attachment F: Non-Discrimination Certification

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4 II. SERVICES PROVIDED
Coach Max Corp. is committed to providing unparalleled charter bus transportation services to meet the City of Santa Ana's needs as outlined in the Request for Proposal (RFP) No. 24-027. Our proposal encompasses a comprehensive approach to ensure the delivery of high-quality, efficient transportation solutions for community activities and events. The following details our proposed services in alignment with the RFP's Scope of Services.

A. Transportation Services To Be Provided

1. Timely Departures and Arrivals
Scheduled Departure Time: Coach Max Corp. will adhere strictly to the City- provided schedule, ensuring that vehicles leave the Pick-Up Point for the Destination Point on time.

Actual Departure Time: We guarantee the accuracy of our departure times, leaving no room for discrepancies.

Late Arrival and Late Show: Our stringent punctuality policy minimizes the risk of late arrivals. In the rare event of a delay, liquidated damages will apply, and in cases of significant delay, contract termination may be considered.

2. Cancellation Policy
City-Initiated Cancellations: Should a service be canceled due to our late arrival or failure to show, no fees will be charged to the City. Additionally, trip charges will be prorated or waived if the cancellation occurs before vehicle dispatch or in the event the vehicle can be rerouted efficiently.

3. Head Count
A thorough roll call will be conducted prior to all departures to ensure the safety and accountability of all passengers.

4. Designated Points
Pick-Up and Drop-Off Points: Designated locations within City limits will be strictly adhered to, with drivers arriving at least 20 minutes before the scheduled

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5 departure time. We understand the importance of these logistics in the smooth execution of each trip.

5. Destination Points
Our services cover destinations both within and just outside City limits, adhering to Southern California boundaries. Multiple destination points within a single trip will be accommodated as per the City's requirements.

6. Round Trip Services
We provide comprehensive round-trip services, from the Pick-Up Point to the Destination Point(s) and back to the Drop-Off Point, ensuring a seamless experience for all passengers.

B. Schedule
Our services are available as per the City's schedule, primarily from Monday through Friday, 9:00 am to 5:00 pm, with the flexibility to adjust to changes or cancellations. We commit to accommodating the City's advance notice for services or cancellations, typically provided 72 hours or more in advance.

C. Typical Annual Requirements
Coach Max Corp. is prepared to meet the City's annual transportation needs, with an estimated 40 - 60 trips annually, 5-65 miles round trip generally. Our planning accounts for the peak summer period as well as the regular scheduling throughout the rest of the year, ensuring readiness and availability to meet the City's diverse transportation needs.

D. Prices
Our pricing strategy is designed with the City's interests in mind, providing firm unit prices for the initial contract year with the possibility of adjustments in subsequent renewals. Our proposal guarantees that pricing will be inclusive of all costs, with no hidden fees, fuel surcharges, or additional mileage rates.

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6 III. AGREEMENT STATEMENT
Coach Max Corp. hereby acknowledges and agrees to the terms and conditions set forth in the Consultant Agreement presented by the City of Santa Ana. We have thoroughly reviewed each section of the agreement, including but not limited to the Scope of Services, Compensation, Term, Independent Contractor status, Ownership of Materials, Insurance requirements, Indemnification clauses, Intellectual Property Indemnification, Confidentiality, Conflict of Interest, Non-Discrimination policies, and all other provisions.

A. Concurrence:

We concur with the provisions as laid out in the agreement and are fully prepared to commit to the standards, terms, and expectations it establishes. We especially appreciate the clarity provided around the Scope of Services, Compensation, and Terms of the agreement, which aligns well with our operational capabilities and business practices. The sections regarding Ownership of Materials and Confidentiality also reflect our mutual interests in protecting intellectual property and sensitive information.

B. Commitment to Compliance and Collaboration:

Coach Max Corp. is committed to full compliance with all applicable laws, regulations, and standards governing our services. We believe that a collaborative approach to addressing the aforementioned concerns will result in a mutually beneficial agreement that facilitates the successful provision of charter bus services for the City of Santa Ana.

We are prepared to engage in further discussions to address these concerns and finalize an agreement that reflects our shared commitment to excellence, safety, and community service. Coach Max Corp. looks forward to the opportunity to serve the City of Santa Ana and contribute positively to its transportation infrastructure.

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7 IV. Firm and Team Experience
A. Company Overview
Coach Max Corp., with over three decades of expertise in the charter bus transportation industry, has established itself as a premier provider within the Greater Los Angeles region and beyond. Our firm has grown to embody the pinnacle of reliability, safety, and customer satisfaction in charter bus services. Our dedication to excellence has seen us partner successfully with numerous city governments, schools, corporations, and private groups, providing a wide range of transportation solutions tailored to each client's unique needs.

At Coach Max Corp., we take pride in our fleet of state-of-the-art vehicles, including 56- seater and 60-seater motorcoaches, as well as versatile minibuses and luxury Mercedes Sprinter Vans, all equipped with modern amenities to ensure a comfortable and enjoyable travel experience. Our focus extends beyond the mere provision of transportation services; we aim to create memorable journeys, emphasizing safety, comfort, and reliability.

Our team comprises seasoned transportation professionals, each bringing a wealth of experience and dedication to excellence. This collective expertise allows us to adapt to and meet the diverse transportation needs of the communities we serve, ensuring we remain at the forefront of the industry.

B. Safety Operations
At Coach Max, we continually strive to improve upon our safety practices day-in and day-out. With over three decades of experience within the industry in complying with Department of Transportation (DOT) guidelines, we have developed a proven track record of safe and efficient transportation services. We want our partners to understand that we place safety as the number one priority in our organization. Below is an overview of our safety operations:

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8 Fleet
Cleanliness Plan

• Our buses are completely sanitized with FDA-approved disinfectants • Buses are sanitized before and after each trip
Response to Vehicle Breakdowns

• Drivers undergo accident training in the incident of such circumstances. In such an event, our drivers’ first method of action is to ensure safety of the passengers & bus, and then immediately notify our dispatch office. Once the severity of the accident is analyzed, we react appropriately by contacting police and/or sending mechanics to repair any breakdowns.

Each of our buses is equipped with GPS so that we can easily monitor and identify their locations at any time
Example exterior & interior of our SPAB-certified tour coach:

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9 • All vehicles are equipped with Samsara GPS and dash-cams that utilize state-of-the-art AI technology to provide alerts for harsh movement & distracted driving.
• All vehicles are located at Coach Max’s private, gated lot located at 500 N.

Ford Blvd, East Los Angeles, CA 90022 with 24/7 surveillance cameras.

Drivers
Driver Hiring, Training & Evaluation

• All our drivers are first screened by our Safety Assistant to ensure they have the proper DOT, DMV & license credentials, work experience, and attitude to be able to be employed under our company. After screening, potential candidates are to undergo a drug & alcohol test at a licensed testing facility.

Once cleared, drivers undergo a road test with our Safety Director. During the road test, we test the driver’s ability to complete pre-trip inspections, familiarity with the vehicle, and operation of the vehicle through a fixed route.

Upon satisfactory passing & the driver is confirmed to be hired, they are given an orientation by our Safety Team through company processes &

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10 safety practices. All new drivers are diligently monitored by our team throughout their first two weeks on duty.

Drug Testing Policy

• As mentioned above, drivers undergo a drug & alcohol test at a local, licensed facility before conducting their first drive-test. Once hired, drivers are enrolled into our drug & alcohol testing program, of which our facility conducts random drug & alcohol tests every year.

Preventive Maintenance Plan

• All drivers are required to perform pre-trip inspections before leaving the fleet yard, and post-trip inspections upon returning.
• Every bus undergoes the required oil changes and 45-day inspections as required by FMCSA/DOT and PUC regulations.
• Any possible maintenance issues found during 45-day inspections are immediately resolved upon by our licensed mechanics.

Compliance
Documentation and Maintenance Records

• Each driver turns in their required pre-trip and post-trip inspection forms, as well as work orders logging their miles and hours driven. Logs that are required for longer trips are turned in as necessary. Every work order and inspection form is reviewed by our safety team and then signed off by our Safety Director.

Safety Team

• All of our operations follow standard FMCSA/DOT & PUC transportation regulations. Our Safety Director is a retired CHP Officer from the Commercial Vehicles division who keep us informed of any new tour bus accidents within California. Within 48 hours of an accident notice, we hold an Accident Analysis Meeting to determine causes and how it could be prevented.

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11 • We conduct Biweekly Safety Meetings where we discuss feedback from our safety inspector who performs random inspections on our drivers and collects performance data. Inspectors analyze whether drivers are following safety regulations in accordance to DOT standards and are accounted for within an internal point system.

C. Nearest Address Serving Santa Ana
Our headquarters and nearest operational location to Santa Ana, ensuring prompt and efficient service, is located at:
500 N Ford Blvd, Los Angeles, CA 90022, USA
This strategic location allows us to effectively serve the City of Santa Ana and the surrounding Southern California region, providing a reliable foundation for our operational excellence.

D. Project Manager/Principal Agent Contact
For this project, Coach Max Corp. designates Christy Yu as the primary contact. Christy brings extensive experience in managing large-scale transportation projects and will oversee all aspects of our service delivery for the City of Santa Ana. Her expertise ensures that all operations run smoothly, from planning and coordination to execution.

Contact Information:

Name: Christy Koizumi
Phone: 626-786-8899
Email: [email protected]
Role: Christy will be responsible for all communications with the City, ensuring transparency, efficiency, and responsiveness throughout the project's duration. She will also represent Coach Max Corp. during presentations and interviews, providing detailed insights into our proposed services and addressing any queries or concerns.

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12 E. Key Staff Profiles
Our proposal includes detailed profiles for key staff members, each selected for their specialized skills and proven track record in delivering exceptional charter bus services.

These profiles highlight their relevant experience, qualifications, and the unique value they bring to this project, ensuring that the City of Santa Ana receives the highest quality of service.
• Kit Soon (Dennis) Wong
o Location: Los Angeles, CA
o Role: CEO
o Experience:
 35+ years owning and running private bus transportation companies
 Main point of contact for all partnered vendors and clients  Exclusive vendor of Homeland Security in arranging private fleet for global political leaders
 Excel in emergency requests for flight diversions/nurse strikes/disaster events

• Ruben Hernandez
o Location: Los Angeles, CA
o Role: Safety Director
o Experience:
 27 years of experience as a California Highway Patrol officer in the Commercial Buses Division; now retired
 Full knowledge of CHP/DOT regulations and safety trends  Screening & onboarding of new drivers and administering road tests

• Christy Koizumi
o Location: Los Angeles, CA
o Role: Strategic Development Director
o Experience:
 18 years of experience as a Strategy Director within
transportation management industry
 Originally worked with top 5 travel agencies in Singapore to resolve emergencies occurring in outbound travels
 Develop new business and maintain relationships with
partners

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13 • Art Chuang
o Location: Los Angeles, CA
o Role: Operations Supervisor
o Experience:
 7 years of experience dispatching VIP shuttles
 Work closely with C-level management in coordinating
interdepartmental operations
Each team member has been carefully chosen for their expertise in operations, customer service, safety compliance, and logistical planning, making our team uniquely qualified to meet the City's transportation needs. Their collective experience and commitment to excellence underpin Coach Max Corp.'s reputation as a leader in the transportation industry.

V. Proposed Work Plan
A. Understanding of Scope of Services
Coach Max Corp. fully understands the scope of services required by the City of Santa Ana as detailed in RFP No. 24-027. Our comprehensive grasp of the project's scope— encompassing timely transportation for various community activities, adherence to scheduled departures and arrivals, a robust cancellation policy, and the execution of head counts—aligns perfectly with our expertise and operational capabilities. With our extensive experience in providing charter bus services, particularly in managing transportation for city governments and large groups, we are uniquely positioned to meet the City’s needs effectively. We recognize the importance of reliable, safe, and comfortable transportation services that accommodate the diverse needs of Santa Ana's community, including senior programs, youth field trips, and other special events.

B. Approach and Methodology
Our proposed method for delivering the required services is rooted in our commitment to operational excellence, customer satisfaction, and technological innovation. Our approach includes:

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14 ● Timely Coordination: Utilizing our advanced dispatch and routing software to ensure punctuality for all scheduled departures and arrivals. This includes real- time tracking of vehicles to anticipate and mitigate potential delays.

● Communication and Flexibility: Establishing a direct line of communication with the City's coordinators to facilitate smooth operations and quick adjustments to service requirements as needed.

● Safety and Compliance: Prioritizing safety by conducting regular maintenance checks on our fleet and ensuring all drivers meet stringent background checks, drug testing, and safety training requirements.

● Innovative Technologies: Incorporating our Samsara GPS to monitor our buses as needed.

C. Deliverables and Implementation Plan
Coach Max Corp. has developed a detailed implementation plan to ensure the successful delivery of charter bus services for the City of Santa Ana, in alignment with RFP No. 24-027. Our plan is designed to meet the project objectives effectively, emphasizing timely execution, comprehensive service coverage, and exceptional service quality. Below are the key deliverables and the timeline for implementation:

Key Deliverables:
● Operational Plan Development: A complete operational blueprint detailing service schedules, route optimization, contingency plans, and communication protocols.
● Fleet Readiness Report: Documentation verifying the readiness of our fleet, including maintenance records, safety inspections, and compliance with all relevant regulations.
● Staff Training Completion: Certification of completed training sessions for all drivers and support staff, focusing on safety, customer service, and operational efficiency.

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15 ● Monthly Performance Reviews: Monthly reports providing insights into service performance, including punctuality, customer feedback, and any incidents or issues resolved.
● Annual Service Evaluation: An in-depth annual review assessing the overall performance, customer satisfaction, and areas for improvement or adjustment.

Implementation Timeline:

Month 1: Planning and Coordination
● Week 1: Finalize contract and prepare all necessary insurance & legal documentation to send to the City.
● Week 2: Completion of staff training sessions, focusing on operational protocols, safety standards, and any other services requested upon by the City.

Month 2: Service Launch and Monitoring
● Week 1: Launch of transportation services, with real-time monitoring to ensure smooth operations from the outset.
● Week 2-4: Continuous evaluation of service delivery, with adjustments made as necessary to optimize performance and efficiency.

Month 3 and Onwards: Ongoing Management and Evaluation
● Quarterly: Review meetings with City coordinators to discuss service performance, upcoming schedule adjustments, and any additional requirements. ● Annually: Conduct the Annual Service Evaluation to review the year’s performance, identify best practices, and outline strategies for continued improvement.

Our implementation plan is designed to be flexible, allowing for adjustments based on real-time feedback and changing needs. Coach Max Corp. is committed to working closely with the City of Santa Ana to ensure that our charter bus services not only meet but exceed the community's expectations, providing safe, reliable, and efficient transportation solutions.

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16 VI. Cost Proposal
Coach Max Corp. presents the following cost proposal for charter bus services as outlined in RFP No. 24-027 by the City of Santa Ana. Our pricing model is designed to offer the City transparent, competitive rates that encompass all necessary costs to ensure high-quality, reliable transportation services without any hidden fees or additional charges.

A. Pricing Model
See page 19 for Proposal Pricing attachment.

Cancellation Policy:
● No charge if cancellation occurs more than 72 hours before scheduled departure. ● Full Minimum Charge if cancellation occurs within 72 hours of scheduled departure.

B. Payment Schedule
Invoices will be issued monthly for services rendered during the previous month.

Payment terms are net 30 days from the invoice date. The City of Santa Ana will have the flexibility to review and dispute any charges within 15 days of invoice receipt, ensuring transparency and satisfaction with the services provided.

C. Inclusions
● Rates are all inclusive of applicable taxes and fees. ● No additional charges for travel-related expenses, including tolls, lodging and parking, will be requested upon by Coach Max.

D. Proposal Validity
This cost proposal will remain valid for a minimum of 180 days following the submission deadline, providing the City of Santa Ana ample time to review and consider our offer without any changes to the proposed rates.

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17 VIII. CERTIFICATIONS (ATTACHMENTS)
I. Attachment A-1: Proposer’s Certification
II. Attachment A-2: Proposal Item Pricing
III. Attachment B: References
IV. Attachment C: Proposer’s Statement
V. Attachment D: Non-Collusion Affidavit
VI. Attachment E: Non-Lobbying Certification
VII. Attachment F: Non-Discrimination Certification

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CITY OF SANTA ANA

Please provide pricing for each type of bus and motor coach. Pricing shall be inclusive of all costs; NO ADDITIONAL CHARGES.

DESCRIPTION HOURLY RATE

MINIMUM

CHARGE DAILY RATE
47 & 55 passenger, Deluxe Tour Coach
(SPAB Certified) w/ restroom facilities

$___________

$___________
47 & 55 passenger, Deluxe Tour Coach
(SPAB Certified) w/ restroom facilities,
Lift Equipped
$___________ $___________ $___________
Regular School Bus Sizes:
48/72, 52/78, & 59 passenger w/ 3 pt
Seat belts
$___________ $___________ $___________
Regular School Bus Sizes:
48/72, 52/78, & 59 passenger w/ 3 pt
Seat belts, Lift Equipped
$___________ $___________ $___________

CANCELLATION RATES/FEES
72 Hour Notice $__________________________________

MISCELLANEOUS CHARGES/FEES NOT REFLECTED ABOVE
Description: ______________________ $__________________________________ Description: ______________________ $__________________________________ Description: ______________________ $__________________________________

THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.

PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.

ATTACHMENT A-2

PROPOSAL PRICING
RFP 24-027
City of Santa Ana

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N/A
N/A
N/A
N/A
N/A
N/A
Full Minimum Charge under 72-Hours
250
1,250
3,000
26 passenger, no restroom, non-SPAB, Lift Equipped
N/A
N/A
N/A
$215 Hourly | $1,100 Minimum | $2,400 Daily

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CITY OF SANTA ANA

List and describe fully the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications. Attach additional pages if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications.

REFERENCE

Customer Name:_________________________Contact Individual: ____________________________

Address: ________________________________Phone Number:

_______________________________ EMAIL: ____________________________________

Contract Amount: ________________________Year: ______________________________________

Description of supplies, equipment, or services provided:

__________________________________________________________________________________

REFERENCE

Customer Name:_________________________Contact Individual: ____________________________

Address: ________________________________Phone Number:

_______________________________ EMAIL: ____________________________________

Contract Amount: ________________________Year: ______________________________________

Description of supplies, equipment, or services provided:

__________________________________________________________________________________

REFERENCE

Customer Name:_________________________Contact Individual: ____________________________

Address: ________________________________Phone Number:

_______________________________ EMAIL: ____________________________________

Contract Amount: ________________________Year: ______________________________________

Description of supplies, equipment, or services provided:

THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.

PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.

ATTACHMENT B

REFERENCES
RFP 24-027
City of Santa Ana

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City of Pasadena
Jayme Filippini
323-896-9947
[email protected]
Open Contract
2010 - Present
Provide shuttle buses for City of Pasadena's ArtNight events City of Pomona
Ruth Alvarado
499 E. Arrow Hwy
Pomona, CA 91767
Pasadena, CA 91101
175 Garfield Ave
909-802-7730
[email protected]
Open Contract
2022 - Present
Provide charter buses for City of Pomona's Neighborhood Services Department Pasadena City College
Peter Benson
1570 East Colorado Blvd
Pasadena, CA 91106
[email protected]
626-585-7223
Open Contract
2000 - Present
Provide charter buses for students of Pasadena City College

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CITY OF SANTA ANA

The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows:

1. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.

2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin.

3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers’ representatives of the Consultant’s commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders.

1. In the event of the Consultant’s non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law.

2. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract

ATTACHMENT F

NON-DISCRIMINATION CERTIFICATION
RFP 24-027
City of Santa Ana

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Agreement_Coach Max Corp (6.18.24 CCM)_FI
NAL_6.5.24-Unsigned
Final Audit Report 2024-06-11
Created: 2024-06-10
By: Julie Hoang ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAAVORLGW2iGRHZpSvk9_C51QWhFo2kqvMU "Agreement_Coach Max Corp (6.18.24 CCM)_FINAL_6.5.24-Un signed" History
Document created by Julie Hoang ([email protected])
2024-06-10 - 2:21:42 PM GMT
Document emailed to Dennis Wong ([email protected]) for signature 2024-06-10 - 2:21:55 PM GMT
Email viewed by Dennis Wong ([email protected])
2024-06-11 - 3:06:56 AM GMT
Document e-signed by Dennis Wong ([email protected]) Signature Date: 2024-06-11 - 3:07:07 AM GMT - Time Source: server Agreement completed.
2024-06-11 - 3:07:07 AM GMT

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CITY OF SANTA ANA

AGREEMENT WITH ELITE EXECUTIVE CHARTER LLC FOR

ON-CALL CHARTER BUS SERVICES

THIS AGREEMENT is made and entered into on this 18th day of June, 2024 by and between Elite Executive Charter LLC , a California limited liability company (“Contractor”), and the C ity of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS

A. On March 19, 2024, the City issued Request for Proposal No. (”RFP”) 24- 027, by which is sought qualified contractors to provide on- call charter bus services for the City’s Parks Recreation and Community Services Agency.

B. Contractor submitted a responsive proposal that was among those se lected by the City.

Contractor represents that it is able and willing to provide the services described in the scope of work that was included in RFP 24-027.

NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:

1. SCOPE OF SERVICES

On an on-call basis, and at the City’s sole discretion, Contractor shall perform the services described in the scope of work that was included in RFP 24-027, which is attached as Exhibit A, and as more specifically delineated in Contractor’s proposal, which is attached as Exhibit B and incorporated in full.

2. COMPENSATION

Contractor is one of two (2) contractors selected to provide charter bus services on an on-call basis under RFP 24- 027. The total compensation for these services provided by all such contractors selected under RFP 24-027 shall not exceed the shared aggregate amount of Five Hundred Thousand Dollars and 00/100 ( $500,000) for the entire term of this Agreement, including any extension periods exercised by the parties. The annual aggregate amount, available to all selected Contractors, shall not exceed $100,000.

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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

4. INDEPENDENT CONTRACTOR

5. OWNERSHIP OF MATERIALS

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drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement (“Docu ments & Data”). Contractor shall require all subcontractors to agree in writing that City is granted a non- exclusive and perpetual license for any Documents & Data the sub contractor prepares under this Agreement.

Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of th e 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

The selected Contractor shall provide the required evidence of insurance coverage as set forth in this Agreement within ten (10) business days after receipt of Notice of Intent to Award.

Contractor shall maintain, for the duration of the Agreement, insurance coverages required by City, as stated below.

Coverage shall be at least as broad as:

a. Minimum Scope and Limit of Insurance

(1) Commercial General Li ability (CGL). Insurance Services Office (“ISO”) 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 $2,000,000 per occurrence and $4,000,000 aggregate.

(2) Automobile Liability (AL). ISO Form Number CA 00 01 covering owned, hired and non- owned autos with a limit of no less than $5,000,000 per occurrence for bodily injury, $3,000,000 for property damage and $10,000,000 aggregate.

(3) Workers’ Compensation . A s 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 for bodily injury or disease.

(4) Sexual Abuse or Molestation Liability (SAML). If the CGL policy referenced above is not endorsed to include affirmative coverage for sexual abuse or molestation, Contractor shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit no less than $1,000,000 per occurrence or claim.

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minimum limits of insurance and coverage shall be available to the City.

b. Self-Insured Retentions. Self-insured retentions must be declared to and approved by City. At the option of City, Contractor shall cause its insurer(s) to reduce or eliminate such self -insured retentions as respects City, its City Council , officers, officials, employees, agents and volunteers; or Contractor shall provide a fi nancial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses.

c. Other Insurance Provisions

The above required insurance policies are to contain or be endorsed to contain the following provisions:

(1) Additional Insured Status . The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL, AL, and SAML policies with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations.

(2) Waiver of Subrogation. Contractor’s insurance company(ies) agree(s) 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 may arise from work performed by Contractor under this Agreement. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

(3) Primary Coverage. For any claims related to this contract, the Contractor ’s insurance coverage shall be primary and a ny insurance or self -insurance maintained by City, its City Council, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.

(5) Notice of Cancellation. Insurance policy(ies) 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.

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(6) Certificate Holder. The Certificate Holder on each Evidence of the Insurance certificate shall be: City of Santa Ana, 20 Civic Center Plaza, Santa Ana, CA 92701.

(2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement.

The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

h. 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

Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal

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injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor , its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City m ay 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 re quired 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

9. RECORDS

Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the cost s incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement.

10. CONFIDENTIALITY

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nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Cont ractor without reference to information disclosed by the City.

11. CONFLICT OF INTEREST CLAUSE

12. NON-DISCRIMINATION

Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.

13. EXCLUSIVITY AND AMENDMENT

This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all o ther agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor . The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein.

14. ASSIGNMENT

Inasmuch as this Agreement is intended to secure the specialized services of Contractor , Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment , transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of the services which are the subject to this

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Agreement performed by City personnel or by other Contractors retained by City.

15. TERMINATION

This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement.

16. WAIVER

No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

17. JURISDICTION - VENUE

This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.

18. PROFESSIONAL LICENSES

Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain s uch 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

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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:

T
o 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
W
ith courtesy copies to:

Executive Director,
Parks, Recreation, and Community Services Agency
City of Santa Ana
20 Civic Center Plaza (M-23)
P.O. Box 1988
Santa Ana, California 92702
Fax:

To Contractor:

Elite
Executive Charter LLC
Attn: Cenk Ozkay
7111 Garden Grove Blvd. STE 220
Garden Grove, CA 92641
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. M

ISCELLANEOUS 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.

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SIGNATURE PAGE FOR

AGREEMENT WITH ELITE EXECUTIVE CHARTER LLC FOR

ON-CALL CHARTER BUS SERVICES

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.

ATTEST: CITY OF SANTA ANA

Jennifer L. Hall Alvaro Nuñez
City Clerk Acting City Manager

APPROVED AS TO FORM:

SONIA R. CARVALHO CONTRACTOR:

City Attorney

By:

Brandon Salvatierra Cenk Ozkay
Deputy City Attorney Principal Agent

RECOMMENDED FOR APPROVAL:

Hawk Scott
Executive Director
Parks, Recreation, and Community Services Agency

Cenk Ozkay (Jun 10, 2024 12:27 PDT)

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EXHIBIT A

SCOPE OF SERVICES

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CITY OF SANTA ANA
P
roposer(s) shall perform the services as set forth below.

All proposals shall include turnkey pricing for all services requested, and the City reserves the right to reasonably increase or decrease the amounts and change specifications upon award.

PART I - SCOPE OF SERVICES
I. TRANSPORT SERVICES TO BE PROVIDED

3. Head Count:
a. Conduct a head count (roll call) prior to all departures.

EXHIBIT I

SCOPE OF SERVICES
RFP 24-027
City of Santa Ana

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