AGREEMENT FOR ELECTRONIC DOCUMENT
MANAGEMENT SYSTEM BETWEEN NAVIANT, LLC
AND THE HOUSING AUTHORITY OF THE CITY OF SANTA ANA
THIS AGREEMENT is made and entered into on this 6th day of October, 2026 by and between Naviant, LLC, Contractor Housing Authority of the City of Santa Ana, a public body, Housing Authority of the City of Santa Ana shall be
Authority
RECITALS
A. On January 8, 2026, the Authority issued a Request for Proposal No. 25- which it sought a contractor for an electronic document management system. The RFP is incorporated herewith as if set forth in full.
B. Contractor submitted a responsive proposal that was selected by the Authority. Contractor represents that Contractor is able and willing to provide services described in the scope of work that was included in the RFP to the Authority.
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 consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Contractor shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference.
2. COMPENSATION
a. Authority agrees to pay, and Contractor agrees to accept as total payment for its services for Authority, the rates and charges identified in Compensation - Exhibit B.
The total amount to be expended during the entire term of this Agreement, including any extensions, shall not exceed $367,762.
b. Payment by Authority shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to Authority accounting procedures. Authority 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 Authority
Authorization and provide required documentation. Upon verification of the data EXHIBIT 1
provided, the Authority will be authorized to deposit payments directly into Contractor
which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by Authority.
3. TERM
This Agreement shall commence on , 2026 for a three (3) year term with the option for the Authority to grant up to two (2) one-year extensions, exercisable by a writing by the City Manager/Executive Director and the City Attorney/General Counsel, unless terminated earlier in accordance with Section 17, below.
4. PREVAILING WAGES
Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., e
the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the Authority, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
5. INDEPENDENT CONTRACTOR
Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the Authority. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the Authority 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 Authority to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor Contractor
shall require all subcontractors to agree in writing that Authority is granted a non-exclusive and EXHIBIT 1
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 Authority. Authority 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 Authority
7. INSURANCE
Insurance requirements attached hereto as Insurance Requirements - Exhibit C.
8. INDEMNIFICATION
Contractor agrees to defend, and shall indemnify and hold harmless the Authority, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the Authority, including fees and costs for special counsel to be selected by the Authority, 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. Authority may make all reasonable decisions with respect to its representation in any legal proceeding.
Notwithstanding the foregoing, to the extent Contractor services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.
9. INTELLECTUAL PROPERTY INDEMNIFICATION
Contractor shall defend and indemnify the Authority, its officers, agents, representatives, letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Contractor to the Authority pursuant to this Agreement.
10. 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 EXHIBIT 1
the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the Authority 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 Authority 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.
11. CONFIDENTIALITY
If Contractor receives from the Authority 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 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 Authority.
12. CERTIFICATIONS
The funds used to pay for this Agreement will be partly comprised of federal grant funds.
Contractor agrees and understands that it will comply with the terms of the Certifications attached collectively hereto as Exhibit D, incorporated by reference into this Agreement. Contractor is referenced as in Exhibit D. Contractor
shall keep itself informed of all Authority, State and Federal laws and regulations which may, in any manner, affect the performance of it services pursuant to this Agreement. Contractor shall at all times, observe and comply with all such laws and regulations. Authority and its officers and employees shall not be liable at law or in equity by reason of the failure of the Contractor to comply with this paragraph.
13. CONFLICT OF INTEREST CLAUSE
a. The Contractor or subrecipient must maintain written standards of conduct covering conflicts of interest and governing the actions of its employees engaged in the selection, award, and administration of contracts. No employee, officer, agent, or board member with a real or apparent conflict of interest may participate in the selection, award, or administration of a contract supported by the Federal award. A conflict of interest includes when the employee, officer, agent, or board member, any member of their EXHIBIT 1
immediate family, their partner, or an organization that employs or is about to employ any of the parties indicated herein, has a financial or other interest in or a tangible personal benefit from an entity considered for a contract. An employee, officer, agent, and board member of the Contractor or subrecipient may neither solicit nor accept gratuities, favors, or anything of monetary value from contractors. However, the Contractor or subrecipient may set standards for situations where the financial interest is not substantial or a gift is an unsolicited item of nominal value. The Contractor's or subrecipient's standards of conduct must also provide for disciplinary actions to be applied for violations by its employees, officers, agents, or board members. b. If the Contractor or subrecipient has a parent, affiliate, or subsidiary organization that is not a State, local government, or Indian Tribe, the Contractor or subrecipient must also maintain written standards of conduct covering organizational conflicts of interest.
Organizational conflicts of interest mean that because of relationships with a parent company, affiliate, or subsidiary organization, the Contractor or subrecipient is unable or appears to be unable to be impartial in conducting a procurement action involving a related organization.
c. 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.
d. No immediate family members of either the Mayor, City Council Member, Authority Member or any appointed City Official, including appointed board and commission Authority shall award or influence the award of this Agreement, or any competing contract or amendment thereof, shall be employed in any capacity by the Contractor or have any other direct or indirect financial benefit or interest in this Agreement. e. The section also prohibits the awarding of any agreement, contract, grant, or any amendment to those awards, to any former full-time employee for one-year from date of employee separation except for any CalPERS retiree as authorized by City Council resolution
f. The Contractor must comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement.
The Contractor warrants that it is not now aware of any facts which conflict with the prohibitions defined above. If the Contractor hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it must immediately make full written disclosure of such facts to the Authority. Full written disclosure must include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph will be a material breach of this Agreement.
g. Contractor covenants that none of its directors, officers, employees, or agents shall EXHIBIT 1
participate in selecting or administrating any subcontract supported (in whole or in part) by Authority funds stemming from the Agreement where the awarding of the subcontract has any direct or indirect financial benefit or interest to any individual, as defined in subsections (d) and (e) above.
14. 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.
15. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the Authority 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 Authority 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 Authority. 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.
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 Authority and any such assignment, transfer, delegation or subcontract without the Authority's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the Authority f the services which are the subject to this Agreement performed by Authority personnel or by other Contractors retained by Authority.
17. TERMINATION
This Agreement may be terminated by the Authority upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the Authority 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 Authority all work product(s) completed as of such date, and in such EXHIBIT 1
case such work product shall be the property of the Authority unless prohibited by law, and Contractor consents to the Authority's use thereof for such purposes as the Authority 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.
18. 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.
19. 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.
20. 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 Authority 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.
21. FEDERAL REGULATIONS
Naviant LLC shall comply with all applicable contractual provisions required by the United States Office of Management and Budget (OMB), as set for the in 2 CRF Part 200, whether or not expressly set forth in this document, including but not limited to those provisions set forth below.
Notwithstanding, anything to the contrary herein, including without limitation , the language in this Agreement, the actual language contained in federal statutes, federal regulations, federally promulgated materials and state statutes, shall control in determining any obligations under federal law in the event of a conflict with any terms, language or provisions contained in this Agreement.
Naviant LLC shall not perform any act, fail to perform any act, or refuse to comply with any requests, which would cause Authority to be in violation of the federal terms and conditions. a. Federal Regulations Contractor must comply with the government cost principles, uniform administrative requirements and audit requirements for federal grant program housed within Title 2, Part 180 of the Code of Federal Regulations.
EXHIBIT 1
b. Debarment and Suspension As required by Executive Orders 12549 and 12689, and 2 CFR §200.214 and codified in 2 CFR Part 200, Contractor 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 Authority, 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/Authority. For a period of three years after final delivery hereunder or until all claims related to this Agreement are finally settled, whichever is later, Contractor shall preserve and maintain all documents, papers and records relevant to the services provided in accordance with this Agreement, including the Attachments hereto. For the same time period, Contractor shall make said documents, papers and records available to Authority and the agency from which Authority received grant funds or their duly authorized representative(s), for examination, copying, or mechanical reproduction on or off the premises of Contractor, upon request during usual working hours.
d. Reports Contractor shall provide to Authority all records and information requested by Authority for inclusion in quarterly reports and such other reports or records as Authority may be required to provide to the agency from which Authority received grant funds or other persons or agencies.
e. Section 504 of the Rehabilitation Act of 1973 (Handicapped) All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified handicapped person shall, solely by reason of handicap be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. The Contractor 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) Contractor must comply with all requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. g. Political Activity None of the funds, materials, property, or services provided directly or indirectly under this agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act".
h. No Lobbying Contractor 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 Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in EXHIBIT 1
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 Contractor 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 Contractor makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against a recipient of funds, the Contractor will forward a copy of the findings to Authority which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. If applicable, Contractor 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 Contractor will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Executive Order 11246 of September 24, October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable.
k. Public Contracts Code Contractor 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. - Contractor will comply, and all its contractors (or subrecipients) will comply, with all require - 40 U.S.C. 3145) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. m. David-Bacon Act Contractor will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Davis-Bacon Act (40 U.S.C. 3141-3144 and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. n. Work Hours and Safety Contractor 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
1. The Contractor agrees to comply with all applicable standards, orders or regulations EXHIBIT 1
issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.
2. The Contractor agrees to report each violation to Authority and understands and agrees that the Authority will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.
3. The Contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA. p. Energy and Conservation Contractor will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Energy Policy and Conservation Act (42 U.S.C. 6201), as applicable.
q. Waste Disposal Contractor will comply, and all its contractors (or subrecipients) will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. r. Patent Rights Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401 and any other implementing regulations, as applicable.
s. Copyright Contractor may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA) and Authority 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 Authority 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 th Authority
rights identified above must be conveyed to the publisher and the language of the 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.
EXHIBIT 1
Such action shall include, but not be limited to the following:
Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
(3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. (4) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.
(6) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive EXHIBIT 1
Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
(8) The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance.
u. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment Contractor will comply, and all its contractors (or subrecipients) will comply, with all requirements under Uniform Guidance 2 CFR §200.216. Contractor will comply with FEMA Policy 405-143-1, Prohibitions on Expending FEMA Award Funds on Covered Telecommunications Equipment or Services (Interim), which prohibits grant recipients and subrecipients from obligating or expending loan or grant funds to procure or obtain, extend or renew a contract to procure or obtain, or to enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system.
As described in Public Law 115-232, section 889, covered telecommunications equipment:
(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). (2) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities).
(3) Telecommunications or video surveillance services produced by such entities or using such equipment.
(4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. v. Domestic Preferences for Procurements/Subcontracts Contractor will comply, and all its EXHIBIT 1
contractors (or subrecipients) will comply, with all requirements under Uniform Guidance 2 CFR §200.322.
Contractor shall comply with the federal and recipient standards in the award of any subcontracts.
For purposes of this Agreement, subcontracts shall include but not be limited to purchase agreements, rental or lease agreements, third party agreements, consultant service contracts and construction subcontracts.
Contractor shall ensure that the terms of this Agreement with the Authority are incorporated into all Subcontractor Agreements. The Contractor shall submit all Subcontractor Agreements to the Authority for review prior to the release of any funds to the subcontractor. The Contractor shall withhold funds to any subcontractor agency that fails to comply with the terms and conditions of this Agreement and their respective Subcontractor Agreement. (1) Recovered Materials
Contractor shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired competitively within a timeframe providing for compliance with the contract performance schedule; Meeting contract performance requirements; or at a reasonable price.
Information about this requirement, along with the list of EPA-designated items, is https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program.
The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.
(2) Domestic Preference for Procurements
Contractor should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products.
For purposes of this clause:
Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.
Manufactured products mean items and construction materials composed in whole or in part of 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.
EXHIBIT 1
w. Termination for Cause and Convenience Should Contractor fail for any reason to comply with the contractual obligations of this agreement within the time specified by this Agreement, the Authority reserves the right to terminate the Agreement, reserving all rights under state and federal law.
x. Contractual/Legal Remedies for Breach of Contract Should Contractor fail for any reason to comply with the contractual obligations of this Agreement and/or willfully, knowingly or negligently breach any term, condition or requirement of the agreement, Authority may impose sanctions including but not limited to damages (liquidated damages and or penalties) and /or any other remedy available pursuant to the Agreement of the laws then in effect.
22. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons:
To Authority:
City Clerk/Recording Secretary
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
With courtesy copies to:
Executive Director/ Secretary
Community Development Agency
City of Santa Ana
20 Civic Center Plaza (M-25)
P.O. Box 1988
Santa Ana, California 92702
To Contractor:
Vince Hanson
Vice President
Naviant, LLC
201 Prairie Heights Drive
Verona, WI 53593
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 EXHIBIT 1
addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded.
23. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify Authority fully, including reasonable costs and Authority in the event that such
authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.
ATTEST: CITY OF SANTA ANA
JENNIFER L. HALL SYLVIA VAZQUEZ
Recording Secretary Acting Secretary/Acting Executive Director/ Deputy City Manager
APPROVED AS TO FORM: CONTRACTOR:
SONIA R. CARVALHO
General Counsel
By:
Andrea N. Garcia By:
Sr. Assistant Counsel Title:
EXHIBIT 1
EXHIBIT A
SCOPE OF SERVICES
EXHIBIT 1
CITY OF SANTA ANA
Electronic Document Management System for Housing Authority The Housing Authority of the City of Santa Ana (SAHA) is seeking proposals from interested and qualified firms (Proposers) experienced in providing an Electronic Document Management System (EDMS) tailored specifically for the management of SAHA’s Housing Choice Voucher (HCV) program tenant files, including Project Based Voucher and Special Purpose Voucher tenants. The project aims to eliminate dependence on physical paper files by shifting core tenant-related documentation processes to a secure, accessible digital environment. This includes enabling real-time scanning and instant management of new tenant files and integrating bulk imports of previously digitized records from an external hard drive. The selected solution must preserve the integrity and organization of SAHA’s tenant data, optimize workflow efficiency, and support compliance with HUD and other applicable requirements throughout the transition to paperless operations.
The selected EDMS shall create, store, manage, and track electronic documents and images of paper-based documents within a single software platform. The system will serve as a centralized document repository so that authorized Housing Authority users can locate, update and review documents easily and efficiently. The Contractor shall provide, implement, maintain, and support a comprehensive, cloud-based EDMS tailored to the management of HCV program tenant files. The EDMS must deliver a comprehensive, paperless workflow for all tenant-related documentation and must be able to successfully and efficiently import approximately 732,000 scanned pages for 1,650 existing physical tenant files using a specific user-defined e-file naming convention, allowing digital access to the existing tenant records.
1. Record Management Capabilities
The EDMS must support management of both digital and hard-copy documents (via scanning) through the full document life cycle, including:
a) Creation
b) Identification
c) Receipt
d) Maintenance
e) Storage
f) Retrieval
g) Disposal
2. Search and Retrieval
Easy-to-use search functions
The EDMS must provide simple, intuitive search capabilities that enable users to quickly find the documents and tenant records they need without extensive training.
Tenant search and access
The EDMS must allow users to:
a) Access tenant files directly and perform detailed searches using first name, last name, or any data field within the tenant record.
b) Run quick searches of document text, fields, names, and annotations across the entire repository or within a selected folder.
EXHIBIT 1 –
SCOPE OF SERVICES
City of Santa Ana RFP No. 25-152A Page 13 of 40
EXHIBIT 1
CITY OF SANTA ANA
c) Use advanced search options (e.g., document creation date, user who checked out a document, other metadata).
d) Locate specific words or phrases within a document text, metadata, annotations, and entry names.
Once a tenant record is located, a single click must take users directly to the tenant profile and provide immediate access to associated documents, minimizing navigation time.
Searchable text / OCR
The EDMS must generate searchable text on scanned and electronic documents using optical character recognition (OCR) and full-text indexing.
3. File Types and Document Handling
Compatibility with different file types
The EDMS must allow users to upload, store, and manage documents in a range of formats, including at minimum: PDF, TIFF, PNG, JPG, and Microsoft Word.
Simple document filing and viewer
The EDMS must:
a) Allow documents to be captured through scanning, uploading, or browsing to an existing file. b) Support importing documents via scanning and via drag-and-drop from a Windows drive or similar environment.
c) Enable editing using criteria such as a user-defined e-file naming convention, date, and other metadata to support retrieval.
d) Display documents in an interactive viewer that allows users to select pages and apply annotations (e.g., highlights, text notes, simple calculations).
e) Allow documents and selections to be printed or exported directly from the viewer. f) Support duplication of existing filing structures where appropriate. g) Provide thumbnail previews to assist in navigating multipage documents.
4. Security, Permissions, and Auditability
Customizable security features and access permissions
The EDMS must include robust security features, including but not limited to:
a) Role-based and/or group permissions on folders and documents. b) Ability to restrict access to specific folders and files so that only authorized users or roles may view or modify them.
c) Password protection and secure authentication mechanisms. d) Support for multi-factor or two-factor authentication.
Document history and version control
The EDMS should include document history and version control capabilities to allow users to view prior versions and, when authorized, revert to an earlier version of a document.
Audit trails
The EDMS must maintain comprehensive audit logs showing, at a minimum, who accessed, viewed, modified, or deleted records and when such actions occurred.
Number of licenses/access points
20-30 licenses are expected to be needed to accommodate Santa Ana Housing Authority staff. This number may be subject to change.
City of Santa Ana RFP No. 25-152A Page 14 of 40
EXHIBIT 1
CITY OF SANTA ANA
5. Collaboration Features
The EDMS must support collaboration by allowing:
a) Multiple authorized users to view, add, and where appropriate, work in the same document in close succession or in real time, subject to configured permissions and check-in/out controls. b) Tracking of user actions sufficient to know who performed which changes. c) Ability for users to add comments, tag colleagues, and manage feedback and amendments within the system.
6. System Implementation
The Contractor shall:
a) Deliver and configure a cloud-based EDMS optimized for HCV program management with browserbased access for all authorized users. b) Support role-based access control, encryption, and audit trails sufficient to ensure confidentiality and regulatory compliance.
c) Specify user licensing options with preference for annual or multi-year subscription models offering flexibility for staff changes or program expansion.
7. Seamless Integration of Existing Data Files
The EDMS must:
a) Provide bulk import capabilities for approximately 1,650 tenant files totaling about 732,000 scanned pages (e.g., PDFs/TIFFs and associated index/metadata files) produced by Iron Mountain or a comparable vendor.
b) Ensure automated and accurate mapping, indexing, and validation of legacy files using OCR and metadata tools to link documents to the correct tenant records, minimizing manual correction. c) Include a post-migration audit report to verify the completeness and accuracy of imported files and their mapping to tenant records.
8. Direct Scanning and Digital Document Creation
The EDMS must:
a) Enable staff to scan new paper documents (e.g., intake, recertification, notices) directly into the appropriate tenant folders, supporting near real-time updates and management. b) Support creation, modification, and organization of new documents (e.g., forms, letters) within the platform, or through seamless integration with common office productivity tools.
9. Integration Capabilities
Integration with MRI’s PHA Pro housing software (optional but preferred) The EDMS may provide full or partial integration with MRI’s PHA Pro system to allow secure data exchange and coordinated access to tenant and document data across both platforms. Proposers offering such integration should describe the degree of integration (e.g., bi-directional, one-way, API-based, filebased), supported data elements, and any additional licensing or services required.
Electronic signature integration (optional but preferred) The EDMS may integrate with DocuSign or a similar certified e-signature platform to support secure, legally compliant electronic signing of leases, contracts, and tenant communications. If offered, the EDMS should ensure that completed e-signed documents are automatically stored in the appropriate tenant records.
10. Automated Indexing and Archiving
The EDMS must
City of Santa Ana RFP No. 25-152A Page 15 of 40
EXHIBIT 1
CITY OF SANTA ANA
a) Provide tools for automated indexing, tenant case matching, document categorization, and secure archiving.
b) Ensure that electronic files are correctly linked to the appropriate tenant case records, minimizing manual intervention.
c) Support configuration of document categories and retention rules consistent with SAHA’s records management requirements and applicable regulations.
11. Email and Digital Communication
The EDMS should:
a) Enable secure emailing or sharing of documents directly from the system, with appropriate tracking, logging, and automatic archiving of sent documents for compliance purposes. b) Provide configurable notifications and alerts to staff (and, if applicable, tenants) regarding new files, forms, or pending actions, where this supports SAHA’s business processes.
12. Accessibility, Compliance, and Hosting
The EDMS must:
a) Support compliance with HUD requirements, Section 504 of the Rehabilitation Act, the Americans with Disabilities Act (ADA), and applicable WCAG 2.1 accessibility standards for staff-facing and any tenant-facing interfaces.
b) Implement role-based access controls, data encryption (in transit and at rest), and comprehensive audit trails to ensure confidentiality and regulatory compliance. c) Provide secure cloud hosting with robust backup and disaster recovery capabilities, including frequent backups and defined recovery time objectives appropriate to SAHA’s operational needs. d) Provide remote access for authorized staff, consistent with SAHA’s security policies.
13. Training and Ongoing Support
The Contractor shall:
a) Deliver comprehensive, hands-on training for all user groups, including staff users and system administrators. Training shall address day-to-day use, document handling, search and retrieval, security practices, and accessibility considerations.
b) Provide user guides and/or online help resources suitable for ongoing reference. c) Offer ongoing technical support and system maintenance for at least three (3) years following implementation, including timely resolution of issues, routine updates, and assistance with configuration adjustments as SAHA’s needs evolve.
14. Custom Form and Template Management (optional)
The EDMS may include a form builder and template management capability that allows SAHA to create, edit, and reuse standard forms for tenant services and internal processes. Proposers offering this functionality should describe available features and any related licensing implications.
City of Santa Ana RFP No. 25-152A Page 16 of 40
EXHIBIT 1
EXHIBIT B
COMPENSATION
Fee Proposal including hourly rates if applicable
EXHIBIT 1
City of Santa Ana Electronic Document Management System for the Housing Authority 10 February 2026 Naviant, LLC - Confidential 16
COST PROPOSAL
Naviant is pleased to present a fixed-rate fee with clearly defined pricing to enable direct comparison and evaluation, including a payment schedule where applicable. All proposed fees are inclusive of all costs required to deliver the services. Our proposal remains valid for a minimum of 180 days, pricing remains firm for the full initial agreement term, and any future pricing adjustments for renewal periods are submitted in writing at least 90 days in advance and do not exceed the applicable CPI w and approval.
Cost Proposal
Hosted Software Subscription
Year 1: $ 50,000.00
Year 2: $ 50,000.00
Year 3: $ 50,000.00
One-Time Professional Services
Project Management $ 21,027.28
Discovery & Design $ 9,639.22
Installation $ 5,508.13
Configuration $ 15,009.65
Workflow Configuration $ 18,865.34
Back File Conversion $ 15,422.76
Testing & User Training $ 8,537.60
Technical Training $ 3,600.00
Go-Live & Support $ 10,190.04
Total Professional Services $ 107,800.00
Total Core Solution $ 157,800.00
Optional Components
Family Self Sufficiency CMS
Professional Services $ 40,520.00
Intelligent Document Processing
Software Subscription $ 19,600.00
- ABBYY Capture up to 350,000 pages
Professional Services $ 60,080.00
Total Intelligent Document Processing $ 79,680.00
Integration to DocuSign eSignature for Forms, Contracts and Processes Professional Services $ 35,160.00
Total Integration to DocuSign eSignature for Forms Contracts and Processes $ 35,160.00 EXHIBIT 1
EXHIBIT C
INSURANCE REQUIREMENTS
EXHIBIT 1
Contractor shall procure and maintain for the duration of the contract insurance against claims for security breaches, system failures, injuries to persons, damages to software, damages to property (including computer equipment), theft, or other misuse of Authority property, invasion of privacy and breach of data, which may arise from or in connection with the performance of the work hereunder by Contractor, its agents, representatives, or employees.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an ty damage, bodily injury and
personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 general aggregate.
2. Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering code 1 (any auto, with limits no less than $1,000,000 combined single limits.
3. Cyber Liability (CL): Insurance, with limits not less than $2,000,000 per occurrence or claim and $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, and release of private information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.
4. (WC): As required by the State of California, with statutory limits, and employee, for
bodily injury or disease.
If Contractor maintains broader coverage and/or higher limits than the minimums shown above for any line of coverage, Authority 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 Authority.
Other Insurance Provisions
The above required insurance policies are to contain or be endorsed to contain the following provisions:
1. The Authority, Authority Members, City of Santa Ana, its City Council, their officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Contractor and AL policies, with respect to any liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, equipment, and personnel furnished in connection with such work or operations.
2. Contractor tion against the Authority,
Authority Members, City of Santa Ana, its City Council, their officers, officials, employees, agents, EXHIBIT 1
and volunteers for losses paid under the terms of Contractor which arise from work performed by Contractor under this Agreement.
3. For any claims related to this contract, Contractor
insurance maintained by the Authority, its Authority Members, and City of Santa Ana, its City Council, their officers, officials, employees, agents, or volunteers shall not contribute with it.
4. A severability of interest provision must apply for all the additional insureds, ensuring that Contractor r suit is
5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to Authority. Ten (10) days prior written notice shall be provided to Authority for policy cancellation or non-renewal due to non-payment of premium.
6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention:
Executive Director, Housing Authority, 2 Civic Center Plaza, M-27, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by Authority. Authority may require Contractor to 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 Authority.
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.
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, Contractor coverage for a minimum of three (3) years after completion of work.
Verification of Coverage
Contractor shall furnish Authority with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause). Failure to obtain the required documents prior to the work beginning shall not waive Contractor Authority reserves the right to require complete, certified EXHIBIT 1
copies of all required insurance policies, including endorsements required by these specifications, at any time.
Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein.
Special Risks or Circumstances
Authority reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
Failure to Maintain Insurance Coverage
If Contractor, for any reason, fails to maintain insurance coverage, which is required pursuant to this Agreement, for the entire term of this contract, the same shall be deemed a material breach of Agreement. Authority, at its sole option, may terminate this Agreement at any time and obtain damages from Contractor resulting from said breach.
EXHIBIT 1
EXHIBIT D
CERTIFICATIONS
EXHIBIT 1
Naviant, LLC - Confidential 5
EXHIBIT 1
Naviant, LLC - Confidential 10
EXHIBIT 1
Naviant, LLC - Confidential 11
EXHIBIT 1
Naviant, LLC - Confidential 12
EXHIBIT 1
Naviant, LLC - Confidential 13
EXHIBIT 1