HomeMy WebLinkAboutC-7837-1 - On-Call PSA for Forensic SNP Profilingt1r)
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ON-CALL PROFESSIONAL SERVICES AGREEMENT
WITH ASTREA FORENSICS, LLC FOR
FORENSIC SNP PROFILING
THIS ON-CALL PROFESSIONAL SERVICES AGREEMENT ("Agreement") is
made and entered into as of the date of signature by all parties in the signature block
below ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California
municipal corporation and charter city ("City"), and ASTREA FORENSICS, LLC, a
Delaware limited liability company ("Consultant"), whose address is 2859 Mission Street,
Santa Cruz, CA 95060, and is made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. In November of 2004, California voters passed Proposition 69, the "DNA
Fingerprint, Unsolved Crime and Innocence Protection Act" ("Proposition 69") to
expand and modify state law regarding the collection and use of criminal offender
DNA samples and palm print impressions, and provide many state and local
agencies with resources to accomplish the law enforcement objectives of
Proposition 69.
C. City desires to engage Consultant to provide Forensic SNP Profiling ("Project").
D. The Orange County District Attorney's Office ("OCDA") met with both Consultant
and City to discuss the Project, and OCDA agreed to utilize Proposition 69
resources to pay for Consultant's services in furtherance of the Project.
E. Consultant possesses the skill, experience, ability, background, and knowledge to
provide the professional services described in this Agreement.
F. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on January 23, 2023, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
2.1 Consultant shall perform the on-call services described in the Scope of
Services attached hereto as Exhibit A which is expressly incorporated herein by reference
("Services" or "Work"). Upon written request from the Project Administrator as defined
herein, Consultant shall provide a letter proposal for Services requested by the City
(hereinafter referred to as the "Letter Proposal"). The Letter Proposal shall include the
following:
2.1.1 A detailed description of the Services to be provided;
2.1.2 The estimated number of hours (for any unit item based on time) and cost
to complete the Services;
2.1.3 The time needed to finish the specific project.
2.2 No Services shall be provided until the Project Administrator has provided
written acceptance of the Letter Proposal. Once authorized to proceed, Consultant shall
use commercially reasonable efforts to perform the duties in the approved Letter
Proposal.
3. TIME OF PERFORMANCE
3.1 Consultant shall use commercially reasonable efforts to perform the
Services in accordance with the schedule included in Exhibit A and the Letter Proposal.
In the absence of a specific schedule, the Services shall be performed to completion in a
commercially reasonable manner.
3.2 Notwithstanding the foregoing, Consultant shall not be responsible for
delays due to causes beyond Consultant's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 For all time periods not specifically set forth herein, Consultant shall
respond by hand -delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 Consultant shall be paid for the Services in accordance with the provisions
of this Section, the Letter Proposal, and the Schedule of Billing Rates attached hereto as
Exhibit B and incorporated herein by reference.
4.2 OCDA shall be solely responsible for paying Consultant for all Work
performed in accordance with this Agreement. Consultant shall submit invoices to OCDA
describing the Work performed. Consultant's invoices shall a brief description of the
Services performed and/or the specific task in the Scope of Services to which it relates,
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the date the Services were performed, the number of hours spent on all Work billed on
an hourly basis, and a description of any reimbursable expenditures.
4.3 City shall only be responsible to compensate Consultant for Work upon
written notice from Consultant that OCDA failed to pay one or more of Consultant's
invoices. Said notice shall include a true and correct copy of each invoice OCDA failed to
pay, specify the amount OCDA paid, if any, and set forth the amount that OCDA failed to
pay. Within thirty (30) calendar days of acceptance of said notice and approval of the
amount due, City shall pay Consultant the approved amount due. Consultant's
compensation paid by the City, for all Work performed in accordance with this Agreement,
including all reimbursable items and subconsultant fees, shall not exceed Twenty Five
Thousand Dollars and 00/100 ($25,000.00), without prior written authorization from City.
No billing rate changes shall be made during the term of this Agreement without the prior
written approval of City.
4.4 Consultant shall be entitled to reimbursement only for those costs or
expenses specifically identified in Exhibit B to this Agreement and the Letter Proposal or
specifically approved in writing in advance by City.
4.5 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the Project,
but which is not included within the Scope of Services and which the parties did not
reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B and the Letter Proposal.
5. PROJECT MANAGER
5.1 Consultant shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant has designated Kelly Harkins Kincaid to be
its Project Manager. City's approval shall not be unreasonably withheld with respect to
the removal or assignment of non -key personnel.
5.2 If Consultant is performing inspection services for City, the Project Manager
and any other assigned staff shall be equipped with a cellular phone to communicate with
City staff. The Project Manager's cellular phone number shall be provided to City.
6. ADMINISTRATION
This Agreement will be administered by the Police Department. Newport Beach
Police Department Detective Lieutenant Steve Rasmussen, or his designee, shall be the
Project Administrator and shall have the authority to act for City under this Agreement.
The Project Administrator shall represent City in all matters pertaining to the Services to
be rendered pursuant to this Agreement.
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7. CITY'S RESPONSIBILITIES
To assist Consultant in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Consultant, one copy of all existing
relevant information on file at City. City will provide all such materials in a timely manner
so as not to cause delays in Consultant's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with community professional standards
and with the ordinary degree of skill and care that would be used by other reasonably
competent practitioners of the same discipline under similar circumstances. All Services
shall be performed by qualified and experienced personnel who are not employed by City.
By delivery of completed Work, Consultant certifies that the Work conforms to the
requirements of this Agreement.
8.2 Consultant represents and warrants to City that it has, shall obtain, and shall
keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Consultant to practice its profession. Consultant shall maintain a City
of Newport Beach business license during the term of this Agreement (applied for on
February 28, 2020, approval pending).
8.3 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Consultant's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers and employees (collectively, the "Indemnified Parties), from and against any
and all claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorneys' fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a Claim; collectively, "Claims"), which relate (directly or indirectly) to the
breach of this Agreement or the negligence, recklessness, or willful misconduct of the
Consultant or its principals, officers, agents, employees, vendors, suppliers,
subconsultants, subcontractors, anyone employed directly or indirectly by any of them or
for whose acts they may be liable, or any or all of them.
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9.2 Notwithstanding the foregoing, nothing herein shall be construed to require
Consultant to indemnify the Indemnified Parties from any Claim arising from the sole
negligence, active negligence or willful misconduct of the Indemnified Parties. Nothing in
this indemnity shall be construed as authorizing any award of attorneys' fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and
liability regardless of whether any insurance policies are applicable. The policy limits do
not act as a limitation upon the amount of indemnification to be provided by the
Consultant.
9.3 Notwithstanding the foregoing, nothing herein shall be construed to require
Consultant to indemnify the Indemnified Parties from any Claim arising solely from the
City's use of the finished work product provided by Consultant to City. City acknowledges
and agrees that Consultant does not guarantee the accuracy of any results, that
Consultant shall not be responsible for the City's use of any results, and that City uses
and relies upon results at City's own risk.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No civil
service status or other right of employment shall accrue to Consultant or its employees.
Nothing in this Agreement shall be deemed to constitute approval for Consultant or any
of Consultant's employees or agents, to be the agents or employees of City. Consultant
shall have the responsibility for and control over the means of performing the Work,
provided that Consultant is in compliance with the terms of this Agreement. Anything in
this Agreement that may appear to give City the right to direct Consultant as to the details
of the performance of the Work or to exercise a measure of control over Consultant shall
mean only that Consultant shall follow the desires of City with respect to the results of the
Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in order
to ensure the Project proceeds in a manner consistent with City goals and policies.
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Consultant is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
14. INSURANCE
Prior to commencement of Work, Consultant shall obtain, provide and maintain at
its own expense during the term of this Agreement or for other periods as specified in this
Agreement, policies of insurance of the type, amounts, terms and conditions described in
the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by
reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred, contracted or
subcontracted out without the prior written approval of City. Any of the following shall be
construed as an assignment: the sale, assignment, transfer or other disposition of any of
the issued and outstanding capital stock of Consultant, or of the interest of any general
partner or joint venturer or syndicate member or co -tenant if Consultant is a partnership
or joint -venture or syndicate or co -tenancy, which shall result in changing the control of
Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five
percent (25%) or more of the assets of the corporation, partnership or joint -venture. In the
event that the City declines to provide such written approval upon request of Consultant,
Consultant shall have the right to immediately terminate the Agreement.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Consultant shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such subcontractor
other than as otherwise required by law. City is an intended beneficiary of any Work
performed by the subcontractor for purposes of establishing a duty of care between the
subcontractor and City. Except as specifically authorized herein, the Services to be
provided under this Agreement shall not be otherwise assigned, transferred, contracted
or subcontracted out without the prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other writing
produced, including but not limited to, websites, blogs, social media accounts and
applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant,
its officers, employees, agents and subcontractors, in the course of implementing this
Agreement, shall become the exclusive property of City, and City shall have the sole right
Astrea Forensics, LLC Page 6
to use such materials in its discretion without further compensation to Consultant or any
other party. Consultant shall, at Consultant's expense, provide such Documents, upon
prior written request.
17.2 Documents, including drawings and specifications, prepared by Consultant
pursuant to this Agreement are not intended or represented to be suitable for reuse by
City or others on any other project. Any use of completed Documents for other projects
and any use of incomplete Documents without specific written authorization from
Consultant will be at City's sole risk and without liability to Consultant. Further, any and
all liability arising out of changes made to Consultant's deliverables under this Agreement
by City or persons other than Consultant is waived against Consultant, and City assumes
full responsibility for such changes unless City has given Consultant prior notice and has
received from Consultant written consent for such changes.
17.3 All written documents shall be transmitted to City in formats compatible with
Microsoft Office and/or viewable with Adobe Acrobat.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept confidential
unless City expressly authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
Consultant shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including costs,
contained in Consultant's Documents provided under this Agreement.
20. RECORDS AND WITHHOLDINGS
Consultant shall keep records and invoices in connection with the Services to be
performed under this Agreement. Consultant shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3) years,
or for any longer period required by law, from the date of final payment to Consultant
under this Agreement. All such records and invoices shall be clearly identifiable.
City may withhold payment to Consultant of any disputed sums until satisfaction of
the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall have
an immediate right to appeal to the City Manager or designee with respect to such
disputed sums. Consultant shall be entitled to receive interest on any withheld sums at
the rate of return that City earned on its investments during the time period, from the date
of withholding of any amounts found to have been improperly withheld.
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21. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the Project.
22. CONFLICTS OF INTEREST
22.1 Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et
seg., which (1) require such persons to disclose any financial interest that may
foreseeably be materially affected by the Work performed under this Agreement, and (2)
prohibit such persons from making, or participating in making, decisions that will
foreseeably financially affect such interest.
22.2 If subject to the Act and/or Government Code §§ 1090 et seg., Consultant
shall conform to all requirements therein. Failure to do so constitutes a material breach
and is grounds for immediate termination of this Agreement by City. Consultant shall
indemnify and hold harmless City for any and all claims for damages resulting from
Consultant's violation of this Section.
23. NOTICES
23.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
23.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at:
Attn: Chief of Police
Police Department
City of Newport Beach
870 Santa Barbara Drive
PO Box 1768
Newport Beach, CA 92660
23.3 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: Kelly Harkins Kincaid
Astrea Forensics, LLC
2859 Mission Street
Santa Cruz, CA 95060
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24. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Consultant shall submit to City, in writing,
all claims for compensation under or arising out of this Agreement. Consultant's
acceptance of the final payment shall constitute a waiver of all claims for compensation
under or arising out of this Agreement except those previously made in writing and
identified by Consultant in writing as unsettled at the time of its final request for payment.
Consultant and City expressly agree that in addition to any claims filing requirements set
forth in the Agreement, Consultant shall be required to file any claim Consultant may have
against City in strict conformance with the Government Claims Act (Government Code
sections 900 at seq.).
25. TERMINATION
25.1 In the event that either party fails or refuses to perform any of the provisions
of this Agreement at the time and in the manner required, that party shall be deemed in
default in the performance of this Agreement. If such default is not cured within a period
of ten (10) business days, or if more than ten (10) business days are reasonably required
to cure the default and the defaulting party fails to give adequate assurance of due
performance within ten (10) business days after receipt of written notice of default,
specifying the nature of such default and the steps necessary to cure such default, and
thereafter diligently take steps to cure the default, the non -defaulting party may terminate
the Agreement forthwith by giving to the defaulting party written notice thereof.
25.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days' prior written notice to Consultant. In the
event of termination under this Section, City shall pay Consultant for Services performed
and costs incurred up to the effective date of termination for which Consultant has not
been previously paid. On the effective date of termination, Consultant shall deliver to City
all reports, Documents and other information developed or accumulated in the
performance of this Agreement, if in final form.
26. STANDARD PROVISIONS
26.1 Recitals. City and Consultant acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference into this Agreement.
26.2 Compliance with all Laws. Consultant shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be subject
to approval of the Project Administrator and City.
26.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach
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of the same or any other term, covenant or condition contained herein, whether of the
same or a different character.
26.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions herein.
26.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
26.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
26.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Consultant and City and approved as to form by the
City Attorney.
26.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
26.9 Controlling Law and Venue. The laws of the State of California shall govern
this Agreement and all matters relating to it and any action brought relating to this
Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
26.10 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because race, religious creed, color, national origin,
ancestry, physical handicap, medical condition, marital status, sex, sexual orientation,
age or any other impermissible basis under law.
26.11 No Attorneys' Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorneys' fees.
26.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: D c 0 n(�
By: Fvr l
Attorney
ATTEST: I. A
Date: 0 p(�
Leilani I.
City Cle
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
Jo ewes
C ief of Police
CONSULTANT: Astrea Forensics, LLC, a
Delaware limited liability company
Date: %1 2F-/ 2-0
By: 21wL
Kelly Harkins Kincaid
Chief Executive Officer
ND OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
Exhibit D — Letter Proposal with Formal Price Quotation ("Quote")
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EXHIBIT A
SCOPE OF SERVICES
The Newport Beach Police Department requires a laboratory to process hair
samples from cold cases and perform DNA analysis for the purpose of genetic genealogy.
Consultant's laboratory specializes in performing DNA extraction and whole genome
sequencing library preparation from minute and difficult samples such as single rootless
hair shafts. Using a proprietary bioinformatics pipeline, DNA sequence information
obtained from these libraries can then be used to generate genotype files suitable for
forensic genetic genealogy. Consultant's team is composed of PhD level scientists with
expertise in the recovery and analysis of DNA derived from ancient, historic and forensic
remains, and in the development of next -generation sequencing assays for Illumina
platforms. Consultant's technology has been successfully applied to obtain DNA from
human hair samples from cold case samples spanning the last 30 years and with different
levels of DNA preservation.
Consultant will apply DNA techniques and direct genome sequencing to assist City
with difficult -to -solve forensic casework and the identification of human remains.
Consultant will use Consultant's proprietary methods to recover genetic profiles from
rootless hair and other highly degraded samples that otherwise would fail traditional
forensic DNA testing. Consultant will utilize technology to best assist City in its mission to
solve cold cases, and determine the identity of unknown individuals, whether days or
decades old. Consultant will employ DNA sequencing methods that have been shown to
only obtain nuclear DNA from rootless hair, where a single strand of hair may harbor
enough DNA for a genetic profile containing hundreds of thousands of markers.
Consultant will make pre -arrangements with City for the handling and disposition
of samples provided by City to Consultant in order to address chain of custody concerns
and prevent the destruction or contamination of samples.
CONSULTANT'S TERMS AND CONDITIONS
The following are our Terms and Conditions ("Terms"). We may change our Terms
from time to time upon thirty (30) calendar days' prior written notice to Customer.
1. Acceptance of Terms. These Astrea Forensics, LLC ("Astrea Forensics") Terms,
any Statement of Work ("SOW"), any Letter Proposal or formal price quotation ("Quote"),
and the Professional Services Agreement (collectively herein, the "Agreement") shall
exclusively govern Astrea Forensics' provision of services ("Services"), to the purchaser
("Customer" and "You"). Our offer to sell services is expressly conditioned upon
Customer's acceptance of the Agreement. BY INDICATING YOUR ACCEPTANCE OF
THIS AGREEMENT, INSTALLING ASTREA FORENSICS ELECTRONIC RESOURCES,
ACCESSING OR USING THE SERVICE, OR PLACING AN ORDER FOR SERVICES,
YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS AND NOTICES
CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE,
PLEASE DO NOT COMPLETE AN ORDER FORM FOR SERVICES, INSTALL ASTREA
FORENSICS ELECTRONIC RESOURCES, OR USE THE SERVICE.
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2. Service Use and Restriction / Disclaimer. The Services are for assisting law
enforcement and other official government agencies in the lawful analysis of samples
according to policies and procedures mandated by the appropriate federal, state, and
local agency. For example, see United States Department of Justice Interim Policy for
Forensic Genetic Genealogical DNA Analysis and Searching, effective November 1,
2019. Notwithstanding the above, the Services are only provided with respect to samples
related to an unsolved, violent felony that has critical public safety implications. Services
and results may only be used by Customer for the generation of investigational leads, or
the identification of human remains. Customer agrees that no arrest or prosecution will
be made based solely on the Services. In addition, Services are not to be used for any
medical, clinical, health, pharmaceutical, or scientific research of any kind, or to obtain
this type of information for any purpose, even for the purposes provided herein. Customer
acknowledges that Astrea Forensics is not certified or accredited as a crime lab in any
jurisdiction. Customer agrees not to release Astrea Forensics' name and/or provision of
Services to any third party without Astrea Forensics' prior written consent, except as may
be required by law.
3. Use of Electronic Resources and Restriction / Disclaimer. Various Services may
include access to Astrea Forensics software, website, or electronic resources
(collectively, "Electronic Resources"). Customer acknowledges that Electronic Resources
may be subject to additional terms and conditions. Customer may not use, copy, modify,
create derivative works of, reverse engineer, decompile, disassemble, distribute, sell,
assign, pledge, sublicense, lease, loan, rent, timeshare or otherwise transfer the
Electronic Resources, nor permit any other party to do any of the foregoing. Customer
may not remove from the Electronic Resources, or alter, any of the trademarks, trade
names, logos, patent or copyright notices or markings, or add any other notices or
markings to the Electronic Resources. Customer may not (and may not attempt to) defeat,
avoid, by-pass, remove, deactivate or otherwise circumvent any protection mechanisms
in the Electronic Resources including without limitation any such mechanism used to
restrict or control the functionality of the Electronic Resources. To the extent third -party
code is included in Electronic Resources and any term or condition of a third -party license
applicable to such third party code directly conflicts with the terms and conditions set forth
herein, the applicable term(s) or condition(s) of that third -party license will be applicable
only to that third -party code and only to the extent necessary to remove the conflict.
4. Orders, Price, and Payment.
(a) Orders are to be placed through Astrea Forensics' customer support or sales
representatives, and Services are subject to availability. Customer is responsible for all
aspects of transfer of samples to Astrea Forensics.
(b) The price(s) for Services will be those provided in a Quote, including access to
Services via a web -based browser for a set period of time. Prices are subject to change
from time to time, but the price(s) for Services will remain for those provided in a Quote,
including access to Services via a web -browser, unless agreed to by both parties in a
duly executed writing. Our prices do not include any taxes (including VAT), duties, levies,
shipping fees, or other government fees that may apply to Customer's order. If they apply,
it will be Customer's responsibility to pay them. If we pay them, we will add them to
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Customer's invoice. Customer is also responsible for standard delivery and handling
charges, if any. We will also add these charges to Customer's invoice.
(c) Invoices shall be paid in U.S. dollars in accordance with the Professional
Services Agreement within 30 days from the invoice date. Each order is a separate
transaction, and Customer may not set-off payments from one order against another. If
Customer is late in making payment, without affecting our other rights, we may suspend
delivery or cancel the order, reject Customer's future orders, and charge Customer a late -
payment charge, from the due date until paid, at the rate of 1 % per month (12% per year)
or, if less, the maximum amount allowed by law.
5. Delivery. Astrea Forensics will use commercially reasonable efforts to deliver
the results as specified in the relevant Statement of Work and/or Quote. Details for
electronic delivery or access to results will be provided in the relevant Statement of Work
and/or Quote.
6. Cybersecurity and Technical Support. Astrea Forensics may store Customer
data on Astrea Forensics servers which may include third -party cloud -based virtual
machines. Any web traffic related to Services is encrypted using industry -standard or
stronger encryption algorithms. In the event that Services are unavailable to Customer
for more than 10% of the time on a monthly basis due to technical reasons under Astrea
Forensics' control, Astrea Forensics will make commercially reasonable efforts to provide
alternative access for Customer. Tech support will be via phone (during business hours)
and email at the contact information provided above.
7. Customer Information.
(a) Customer shall provide all relevant information and samples as described in a
Quote. Customer represents and warrants that Customer owns or otherwise lawfully
controls the information and samples to be submitted to Astrea Forensics, and that
Customer has the right to provide the information and samples to Astrea Forensics for
the purpose described herein. Customer represents and warrants that Customer will only
use the Services and results for the purposes described herein. Customer further
represents and warrants that it has complied with all local, state, and federal requirements
in submitting samples and information to Astrea Forensics, including without limitation all
requirements relating to privacy for the samples and information provided to Astrea
Forensics. Customer shall retain all pre-existing rights and obligations to any information
and samples submitted to Astrea Forensics, subject to these Terms. Customer agrees
not to share the Services as provided by Astrea Forensics with any individual who does
not have a demonstrated need to know.
(b) Astrea Forensics shall use the information and samples submitted by Customer
for the purpose of providing the Services as described herein. Customer acknowledges
that the Services may require destruction of some or all of the samples. In addition, due
to the experimental nature of the Services and the nature of the samples being submitted,
Customer also acknowledges that samples may be destroyed in the course of providing
Services without any useful results being obtained. In the absence of the Quote setting
forth a specific procedure for sample disposition following delivery of results, Astrea
Astrea Forensics, LLC Page A-14
Forensics shall destroy any remaining samples and related information according to its
internal procedures at its sole discretion.
(c) Astrea Forensics may collect non-technical information submitted by Customer
(e.g. email, billing address, first/last name, company, phone, etc.) for the purpose of
establishing and servicing a user account. Employees and agents of Astrea Forensics will
have access to user account information only as needed to provide the Service. User
account information will not be shared outside of Astrea Forensics and its agents without
Customer's approval or pursuant to a legal or regulatory requirement. Astrea Forensics
will not use Customer's information for marketing purposes without providing Customer
the option to opt -out of such uses. Astrea Forensics may collect usage data regarding
Customer's use of the Astrea Forensics' Services, including usage data for electronic
resources and software for the purpose of improving Astrea Forensics' provision of such
Services.
(d) Customer shall own the exclusive rights and obligations to all results. Following
delivery or electronic access to results by Customer, Astrea Forensics may maintain the
results for a limited time before removal of the results from Astrea Forensics servers
according to its internal procedures unless Customer has given a specific procedure for
sample disposition following delivery of results in their Quote. Following delivery of
results, Astrea Forensics assumes no responsibility for maintaining samples, results, or
any information not provided according to the relevant Quote or Statement of Work.
8. Intellectual Property.
(a) All intellectual property rights in the Services and in any Astrea Forensics
technology, intellectual property and know-how used to make or useful for the
performance or use of the Services will at all times remain vested in Astrea Forensics and
its licensors.
(b) Customer shall own the exclusive rights to all results to be delivered as
specified in a Quote or SOW.
(c) Customer agrees to keep confidential any non-public technical information,
commercial information (including prices, without limitation) or instructions received from
Astrea Forensics as a result of discussions, negotiations and other communications
between us in relation to our services unless required by law.
9. Compliance with Law. Customer agrees that it will comply with all applicable
United States laws and the laws of any other jurisdiction, including all laws related to the
export or re-export of any results or accompanying documentation. Customer represents
and warrants to us that Customer will not, directly or indirectly, (a) sell, export, reexport,
transfer, divert, or otherwise dispose of any products, software, or technology (including
products derived from or based on such technology) received from us to any destination,
entity, or person prohibited by the laws or regulations of the U.S., or (b) use the Service
for any use prohibited by the laws or regulations of the U.S. and/or Customer's state or
local jurisdiction, without obtaining prior authorization from the competent government
authorities as required by those laws and regulations.
Astrea Forensics, LLC Page A-15
10. No Warranty. THE SERVICES INCLUDING RESULTS AND ANY
ACCOMPANYING DOCUMENTATION ARE PROVIDED "AS IS." ASTREA FORENSICS
MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE
WITH RESPECT TO THE SERVICES AND EACH PARTY EXPRESSLY DISCLAIMS
ALL REPRESENTATIONS AND WARRANTIES THAT ARE NOT SET FORTH IN THIS
AGREEMENT INCLUDING IMPLIED WARRANTIES, THE WARRANTIES OF
MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR
PURPOSE. Any use of results by Customer or third parties is the sole responsibility and
liability of Customer. Customer acknowledges that Astrea Forensics is not certified or
accredited as a crime lab in any jurisdiction, and that Astrea Forensics makes no
warranties with respect to admissibility of evidence in a court proceeding. Astrea
Forensics' representatives are not authorized to enter into agreements outside these
Terms or to make any warranties or representations of any kind with respect to the
Services.
11. Indemnification. Except to the extent of Astrea Forensics' negligence or willful
misconduct, Customer shall indemnify, defend, and hold Astrea Forensics, its officers,
employees, shareholders, affiliates, and agents harmless from and against any and all
losses, damages and expenses (including reasonable attorneys' fees and other costs of
defending any action) that such parties may incur as a result of i) Customer's use, reliance
on, resale, or other transfer (authorized or unauthorized) of Services or results or
Electronic Resources, or ii) by reason of Customer's breach of or failure to perform any
of its obligations hereunder, including without limitation Customer's use of Astrea
Forensics Services or reliance on results generated with Astrea Forensics Services in
conjunction with Customer's use of results, or iii) Customer's provision of samples and
information related to such samples to Astrea Forensics, whether or not such provision
of samples and information is in violation of a federal, state, or local regulation or policy.
Customer hereby waives any federal, state, or local statute or regulation including
sovereign immunity that would preclude indemnification. Customer shall fully cooperate
with Astrea Forensics in any investigation relating to any such claims and, at no charge
to Astrea Forensics, make available to Astrea Forensics all related statements, reports
and tests available to Customer. Customer agrees that a knowing false representation
and warranty (for example, regarding Customer's ownership or control of samples or of
privacy requirements relating to samples) is willful misconduct and a material breach of
the Agreement.
12. Termination. Astrea Forensics may terminate this Agreement without cause
upon thirty (30) days written notice. Astrea Forensics may terminate this Agreement with
immediate suspension of access upon a breach of this Agreement by Customer. Any
action by Customer that may interfere with electronic access to Astrea Forensics' website,
storefront, or servers, will be considered as breach of terms and will cause access to be
revoked. For avoidance of doubt, such actions include attempts to tamper with source
code or attempts to provide access to hackers.
13. Unforeseen Events. Astrea Forensics shall not be liable for delay or failure in
performance of any obligations if performance is rendered impracticable, inadvisable,
illegal, or impossible by any condition beyond Astrea Forensics' reasonable control. Such
conditions include without limitation natural disasters, war, terrorism or threats of
Astrea Forensics, LLC Page A-16
terrorism, civil disorder, labor strikes or disruptions, fire, disease or medical epidemics or
outbreaks. In the event of delay, Astrea Forensics shall have additional necessary time
to perform its obligations and shall have the right to apportion the Services then available
for delivery among its various customers in such manner as Astrea Forensics considers
appropriate.
14. Choice of Law. This Agreement shall be governed by and construed according
to the laws of California, without regard to conflicts of law provisions. In any legal action
commenced to enforce or interpret this Agreement, each party shall bear its own
attorneys' fees and costs.
15. Miscellaneous. We understand that certain local, state, and federal institutions
are subject to specific jurisdictional laws, which may be in conflict with these terms and
conditions. Customer shall inform Astrea Forensics of any conflicts of which it is aware.
In the event a conflict, these terms and conditions are hereby modified only to the extent
necessary to conform to those laws, with the proviso that the intent of the original terms
is honored to the extent allowable under those laws. In the event that any provision of this
Agreement or portion thereof is found to be illegal or unenforceable, the Agreement shall
be construed without the unenforceable provision or portion thereof. Time is not of the
essence for Astrea Forensics' obligations herein. Customer may not assign this
Agreement, and any change of control of Customer shall be deemed to be an assignment.
Sections 8 through 12 and all attached Addenda shall survive termination. Headings are
for convenience only and will not be used in the interpretation of these Terms.
Astrea Forensics, LLC Page A-17
EXHIBIT B
SCHEDULE OF BILLING RATES
Description
Unit
Unit Price
PHASE 1
Case Setup
EACH
$200.00
First DNA Extraction
EACH
$400.00
Additional DNA Extractions
EACH
$100.00
First Library Prep
EACH
$500.00
Additional Library Prep
EACH
$150.00
QC Sequencing and Setup
EACH
$300.00
QC Sequencing - Additional Reads
EACH
$100.00
Data Analysis and Reporting (per
hour)
EACH
$100.00
Customer Discount Phase 1
To be
provided in Letter
Proposal (Quote)
PHASE 2
HiSeq Sequencing, Pool
Preparation and Shipping
EACH
$1,600.00
Data Analysis and Report
EACH
$5,000.00
Customer Discount Phase 2
To be provided in
Letter Proposal
(Quote)
Astrea Forensics, LLC Page B-1
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Consultant's indemnification of City, and
prior to commencement of Work, Consultant shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Consultant
agrees to provide insurance in accordance with requirements set forth here. If
Consultant uses existing coverage to comply and that coverage does not meet
these requirements, Consultant agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury by
disease in accordance with the laws of the State of California, Section 3700
of the Labor Code.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its City Council, boards
and commissions, officers, agents, volunteers, employees and any person
or entity owning or otherwise in legal control of the property upon which
Consultant performs the Project and/or Services contemplated by this
Agreement.
B. General Liability Insurance. Consultant shall maintain commercial general
liability insurance, and if necessary, umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) general aggregate. The policy
shall cover liability arising from premises, operations, personal and
advertising injury, and liability assumed under an insured contract (including
the tort liability of another assumed in a business contract).
C. Automobile Liability Insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Consultant
arising out of or in connection with Work to be performed under this
Astrea Forensics, LLC Page C-1
Agreement, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
D. Professional Liability (Errors & Omissions) Insurance. Consultant shall
maintain professional liability insurance that covers the Services to be
performed in connection with this Agreement, in the minimum amount of
one million dollars ($1,000,000) per claim and two million dollars
($2,000,000) in the aggregate. Any policy inception date, continuity date,
or retroactive date must be before the Effective Date of this Agreement and
Consultant agrees to maintain continuous coverage through a period no
less than three years after completion of the Services required by this
Agreement.
E. Cyber Liability Insurance. Consultant shall maintain cyber liability insurance
with limits of not less than one million dollars ($1,000,000) per occurrence
and two million dollars ($2,000,000) annual aggregate covering (1) all acts,
errors, omissions, negligence, infringement of intellectual property. (2)
network security and privacy risks, including but not limited to unauthorized
access, failure of security, breach of privacy perils, wrongful disclosure,
collection, or negligence in the handling of confidential information, privacy
perils, including coverage for related regulatory defense and penalties. (3)
data breach expenses payable whether incurred by City or Consultant,
including but not limited to consumer notification, whether or not required
by law, computer forensic investigations, public relations and crisis
management firm fees, credit file or identity monitoring or remediation
services in the performance of services for City or on behalf of City
hereunder.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation against
City, its City Council, boards and commissions, officers, agents, volunteers,
employees and any person or entity owning or otherwise in legal control of
the property upon which Consultant performs the Project and/or Services
contemplated by this Agreement or shall specifically allow Consultant or
others providing insurance evidence in compliance with these requirements
to waive their right of recovery prior to a loss. Consultant hereby waives its
own right of recovery against City, and shall require similar written express
waivers from each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but not
including professional liability, shall provide or be endorsed to provide that
City, its City Council, boards and commissions, officers, agents, volunteers,
employees and any person or entity owning or otherwise in legal control of
the property upon which Consultant performs the Project and/or Services
Astrea Forensics, LLC Page C-2
contemplated by this Agreement shall be included as insureds under such
policies.
C. Primary and Non Contributory. All liability coverage shall apply on a primary
basis and shall not require contribution from any insurance or self-insurance
maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days' notice of cancellation (except for nonpayment for which ten
(10) calendar days' notice is required) or nonrenewal of coverage for each
required coverage.
Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance certificates
and endorsement must be approved by City's Risk Manager prior to
commencement of performance. Current certification of insurance shall be
kept on file with City at all times during the term of this Agreement. The
certificates and endorsements for each insurance policy shall be signed by
a person authorized by that insurer to bind coverage on its behalf. At least
fifteen (15) days prior to the expiration of any such policy, evidence of
insurance showing that such insurance coverage has been renewed or
extended shall be filed with the City. If such coverage is cancelled or
reduced, Consultant shall, within ten (10) days after receipt of written notice
of such cancellation or reduction of coverage, file with the City evidence of
insurance showing that the required insurance has been reinstated or has
been provided through another insurance company or companies. City
reserves the right to require complete, certified copies of all required
insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Consultant sixty (60) calendar days' advance
written notice of such change. If such change results in substantial
additional cost to Consultant, City and Consultant may renegotiate
Consultant's compensation.
C. Enforcement of Agreement Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Consultant of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
D. Requirements not Limiting. Requirements of specific coverage features or
limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided
Astrea Forensics, LLC Page C-3
by any insurance. Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue and is not
intended by any party or insured to be all inclusive, or to the exclusion of
other coverage, or a waiver of any type. If the Consultant maintains higher
limits than the minimums shown above, the City requires and shall be
entitled to coverage for higher limits maintained by the Consultant. Any
available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
E. Self-insured Retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
F. City Remedies for Non -Compliance. If Consultant or any subconsultant fails
to provide and maintain insurance as required herein, then City shall have
the right but not the obligation, to purchase such insurance, to terminate this
Agreement, or to suspend Consultant's right to proceed until proper
evidence of insurance is provided. Any amounts paid by City shall, at City's
sole option, be deducted from amounts payable to Consultant or reimbursed
by Consultant upon demand.
G. Timely Notice of Claims. Consultant shall give City prompt and timely notice
of claims made or suits instituted that arise out of or result from Consultant's
performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies. City assumes no
obligation or liability by such notice, but has the right (but not the duty) to
monitor the handling of any such claim or claims if they are likely to involve
City.
H. Consultant's Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of the
Work.
Astrea Forensics, LLC Page C-4
EXHIBIT D
LETTER PROPOSAL WITH FORMAL PRICE QUOTATION ("QUOTE")
The Work pursuant to this Agreement shall commence with the following approved
letter proposals (attached hereto). Additional letter proposals with price quotes may
be requested by City and prepared by Consultant, and upon approval by both Parties,
shall be governed by this Agreement.
• Quote #: AST -1000
• Quote#: AST -1002
Additionally, notwithstanding Section 4 of this Agreement, the following invoice shall
be paid directly by the City as a one-time annual pass through cost, and shall not be
billed to, nor paid, by OCDA.
• Quote#: AST -1036
Astrea Forensics, LLC Page D-1
Astrea Forensics, LLC Page D-2
Astrea Forensics
2801 Missions Street
Suite 2859
Santa Cruz. CA 95060
(415) a81 -5D02
astrea
Forensics Quotation
Quote #:
AST -1000
Reference #: DR# 13-01785
Date:
02-27-2020
Valid Until:
03-27-2020
Bill Orange County District Attorney Office
Ship
Depweg, William
to 401 West Civic Center Dr. West
to
Newport Beach Police Department,
Santa Ana, CA, CA 927D1
870 Santa Barbara Drive
Newport Beach. CA 92880
Description
Unit
Qty Unit Price
Amount
Case Setup
Each
1 $200.00
$200.00
First DNA Extraction
Each
1 $4D0.00
$400.00
Additional DNA Extractions - 2nd - 8th
Each
8 $1DD.DD
$800.00
First Library Prep
Each
1 $500.00
$500.00
Additional Library Prep - 2nd - 18th
Each
8 $150.00
$1200.00
OC Sequencing and Setup
Each
1 $300.00
$300.00
OC Sequencing -Additional reads
Each
8 $1DD.00
$8D0.00
Data Analysis and Reporting (per hour)
Each
3 $100.00
$300.00
Customer Discount
&1,175.00
$-1.175.00
Phase 1
$3,325.00
Astrea Forensics, LLC Page D-2
HSeq Sequenc% Pool Preparation and Shipping
Data Analysis and Report
Customer Discount
Each 1 $ 1.800.00
$ 1.600.00
Each 1 $5.000.00
$5.000.00
5-500.00
¢500.00
Phase 2
$6.100.00
SUBTOTAL
$9.425.00
TOTAL
59.425.00
2
Astrea Forensics, LLC Page D-3
1
Astrea Forensics, LLC Page D-4
Astrea Forensics
2801 Missions Street
Suite 2859
Santa Cruz, CA 95060
(415) 881-5002
astrea
Forensics Quotation
Quote #:
AST -1002
Reference #: DR# 80-12482
Date:
02-25-2020
Valid Until:
03-27-2020
Bill Orange County District Attorney Office
Ship
Dep". William
to 401 West Civic Center Dr. West
to
Newport Beach Police Department, 870
Santa Ana, CA, CA 92701
Santa Barbara OriveNewport Beach, CA
92880
Descriptian
Unit
Qty Unit Price
Amount
Case Setup
Each
1 $200.00
$20D.00
First DNA Extraction
Each
4 $400.00
51,800.00
Additional DNA Extractions - 2nd - 81h
Each
20 $100.00
52,000.00
First Library Prep
Each
2 $5DD.00
S1,00.00
Additional Library Prep - 2nd - loth
Each
22 $150.00
S3,300.00
QC Sequencing and Setup
Each
1 $30D.00
$300.00
QC Sequencing - Additonal reads
Each
23 $100.00
52.300.00
Data Analysis and Reporting (per hour)
Each
4 $100.00
$400.00
Customer Discount
$-3.240.00
$-3.240.00
Phase 1
$7,860.00
1
Astrea Forensics, LLC Page D-4
HSeq Sequencing, Pool Preparation and Shipping Each
1 $1.800.00
51.8DO.OD
Data Analysis and Report Each
1 55.000.00
$5.000.00
Customer Discount
5-500.Oo
S-5DO.00
Phase 2
$6,100.00
SUBTOTAL
$13,960.00
TOTAL
$13,960.00
Astrea Forensics, LLC Page D-5
astrea
Forensics Quotation
Bill City of Newport Beach
to 100 Civic Center Drive
Newport Beach, CA 92660
Description
Cyber Liability ($2,000,000 aggregate)
Astrea Forensics
2801 Missions Street
Suite 2859
Santa Cruz, CA 95060
(415) 881-5002
Quote #: AST -1036
Reference #: n/a
Date: 02/26/20
Unit
Qty
Unit Price
Amount
1 year
1
$3007.04
$3007.04
Pass through costs for required cyber liability, 1 year premium.
Astrea Forensics, LLC Page D-6
CERTIFICATE OF INSURANCE
CHECKLIST
City of Newport Beach
This checklist is comprised of requirements as outlined by the City of Newport Beach. *
Date Received: 3/30/2020
Department: PD
Dept./Contact Received From: Court Depweg
Sent to: Marissa By: Court
Company/Person required to have certificate:
Type of contract:
Astrea Forensics
Professional Services Agreement
I. GENERAL LIABILITY
EFFECTIVE/EXPIRATION DATE: 1/31/2020-1/31/2021
A.
INSURANCE COMPANY: Continental Casualty Company
B.
AM BEST RATING (A-: VII or greater): A XV
C.
ADMITTED Company (Must be California Admitted):
Is Company admitted in California?
❑✓ Yes
❑ No
D.
LIMITS (Must be $1 M or greater): What is limit provided?
$1 M occur / $21VI agg
E.
ADDITIONAL INSURED ENDORSEMENT- please attach
❑ Yes
0 No
F.
ADDITIONAL INSURED WORDING TO INCLUDE (The City
its officers, officials, employees and volunteers): Is it
included?
❑ Yes
0 No
G.
PRIMARY & NON-CONTRIBUTORY WORDING (Must be
included): Is it included?
❑ Yes
0 No
H.
PRODUCTS AND COMPLETED OPERATIONS (Must
include): Is it included? (completed Operations status does
not apply to Waste Haulers or Recreation)
❑✓ N/A ❑ Yes
❑ No
H.
AUTOMOBILE LIABILITY
EFFECTIVE/EXPIRATION DATE: 1/31/2020-1/31/2021
A. INSURANCE COMPANY: Continental Casualty Company
AM BEST RATING (A-: VII or greater) A XV
ADMITTED COMPANY (Must be California Admitted):
Is Company admitted in California?
LIMITS - If Employees (Must be $1M min. BI & PD and $500,000
UM, $2M min for Waste Haulers): What is limits provided?
PRIMARY & NON-CONTRIBUTORY WORDING
ENDORSEMENT - please attach
HIRED AND NON -OWNED AUTO ONLY:
B.
C.
D.
E.
F.
G. ADDITIONAL INSURED ENDORSEMENT - please attach
H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its
officers, officials, employees and volunteers): Is it included?
I. SIGNED AUTOMOBILE INSURANCE EXEMPTION FORM:
❑✓ Yes ❑ No
$1M
❑ Yes ❑✓ No
❑✓ N/A ❑ Yes ❑ No
[-]Yes ❑✓ No
❑ Yes ❑✓ No
❑✓ N/A E] Yes ❑ No
WORKERS' COMPENSATION
EFFECTIVE/EXPIRATION DATE: 7/1/2019/-7/112020
A. INSURANCE COMPANY: ACE American Insurance Company
B. AM BEST RATING (A-: VII or greater): A++xV
C. ADMITTED Company (Must be California Admitted):
D. WORKERS' COMPENSATION LIMIT: Statutory
E. EMPLOYERS' LIABILITY LIMIT (Must be $1M or greater)
F. WAIVER OF SUBROGATION (To include): Is it included?
G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM
ADDITIONAL COVERAGES THAT MAYBE REQUIRED
❑✓ Yes ❑ No
❑✓ Yes ❑ No
$2M
❑✓ Yes ❑ No
❑ N/A ❑✓ Yes ❑ No
❑✓
PROFESSIONAL LIABILITY
EFFECTIVE/EXPIRATION DATE:
1/17/2020-1/17/2021
A. INSURANCE COMPANY:
Landmark American Insurance Co. admitted, A+ XIV, $1M/occur
❑
POLLUTION LIABILITY
EFFECTIVE/EXPIRATION DATE:
A. INSURANCE COMPANY:
❑
BUILDER'S RISK
EFFECTIVE/EXPIRATION DATE:
A. INSURANCE COMPANY:
❑✓
Cyber Liability
EFFECTIVE/EXPIRATION DATE:
3/11/2020-3/11/2021
A. INSURANCE COMPANY:
Hudson Excess Insurance Company, non -admitted, AXV, $2M/$2M
GL & Auto Liability - endorsements waived as this agreement involves work based on a lab -
remote work only. Main exposure of this agreement is professional/cyber.
Cyber Liability - non -admitted carrier approved as surplus lines carrier
Approved:
M" i-;- G $l r,{" 4/15/2020
Risk Management Date