Loading...
HomeMy WebLinkAboutC-8246-1 - PSA for Fire Control 3B Traininge4r--o g N PROFESSIONAL SERVICES AGREEMENT WITH ADVANCED FIRE CONTROL FOR V FIRE CONTROL 31B TRAINING THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 29th day of September, 2016 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City'), and ADVANCED FIRE CONTROL, a California corporation ("Consultant'), whose address is 10472 Kamuela Drive, Huntington Beach, California 92646, 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. City desires to engage Consultant to provide Fire Control 3B Training for the Fire Department Recruit Academy ("Project'). C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. 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 December 31, 2016, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). City may elect to delete certain Services within the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 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 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand -delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Nine Thousand Eighty Three Dollars and 10/100 ($9,083.10), 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. 4.2 Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant's bills shall include the name of the person who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, 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. City shall pay Consultant no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement or specifically approved in writing in advance by City. 4.4 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. Advanced Fire Control Page 2 Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 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 Timothy Adams to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 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 Fire Department. City's Fire Administrative Manager or 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. 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 Advanced Fire Control Page 3 conforms to the requirements of this Agreement, all applicable federal, state and local laws, and legally recognized professional standards. 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. 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, 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 -(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 may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Consultant's presence or activities conducted on the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them). 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 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 Consultant. Advanced Fire Control Page 4 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. 13. PROGRESS 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 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 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 Advanced Fire Control Page 5 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 cotenant 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. 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 to use such materials in its discretion without further compensation to Consultant or any other party. Additionally, all material posted in cyberspace 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 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, including all logins and password information to City 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. Advanced Fire Control Page 6 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 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. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 21. WITHHOLDINGS 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 not discontinue Work as a result of such withholding. 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. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be Advanced Fire Control Page 7 borne by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST 24.1 Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 24.2 If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES 25.1 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. 25.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Angela Velazquez, Administrative Manager Fire Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 25.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Timothy Adams Advanced Fire Control 10472 Kamuela Drive Huntington Beach, CA 92646 Advanced Fire Control Page 8 26. 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 et seq.). 27. TERMINATION 27.1 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 two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar 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. 27.2 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 satisfactorily 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, whether in draft or final form. 28. STANDARD PROVISIONS 28.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 28.2 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. Advanced Fire Control Page 9 28.3 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 of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 28.4 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. 28.5 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. 28.6 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. 28.7 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. 28.8 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. 28.9 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. 28.10 Egual Opportunitv 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. 28.11 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. 28.12 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] Advanced Fire Control Page 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTOR EY' f gFFICE Date: a a6 �b By: 5��g Aar n C. Harp City Attorney e" ATTEST:�O l� 110/_ Date:_ By: da4 � J, i 4 Leilani I.'Brown City Clerk -- CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Scott L. Poste Fire Chief CONSULTANT: Advanced Fire Control, a California corporation Date: 10 - c>-; ' %- By: Timothy Adams Chief Executive Officer/President [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Advanced Fire Control Page 11 EXHIBIT A SCOPE OF SERVICES Consultant shall supervise Fire Control 313 training provided by Lead Fire Control 3B instructor trainees from the Newport Beach Fire Department. The training will be conducted during the Newport Beach Fire Department Recruit Academy for probationary firefighters. Consultant's services will serve two purposes: provide Fire Control 3B training to probationary Newport Beach Firefighters and fulfill components of the Fire Control 313 task book for instructor trainees. Training shall meet the following criteria: 1. Lecture 1 Day - 8 Hours One state certified primary or senior Fire Control 313 will supervise the (8) lecture hours presented by Newport Beach Fire Department instructor trainees. Training includes the following lectures: • Air track management • Transitional fire attack • Rule of air management The facilitation will be based on the requested topics that break down the studies and data provided by National Institutes of Standards and Technology ("NIST"), Underwriter's Laboratory ("UL"), and our modern updates in fire behavior. It will be correlated in to real world application during fire ground operations. The conclusion of this training series will yield the necessary understanding and importance of knowing the human behavior of firefighters, training patterns, and philosophy in how we should be responding to and combating fires. Overall, it will increase situational awareness by processing visual clues, building features, and a new knowledge of what is actually going on. We can then have the ability to adjust our actions in providing service, safely and mitigation. Lecture 1: Air Track Management (ATM) This lecture will break down flow path, ventilation profiles, and survivability profiles. It will assess how to safely take over and control the flow path as to obtain air track management. Firefighters will understand the need to control air movement in order to control the fire building. This will take the latest NIST and UL studies, understand what is going on based on the natural physics and safely apply tactics in task management that aid in rescue, incident stabilization and mitigation of the emergency. We bring it all together in order to prioritize firefighting operations based on profiles, job function, and emotion control. Team efforts, coordination and choreographed tasks under good communication are the demanded management style at all organization levels; this is achieved through knowledge and composed leadership. Advanced Fire Control Page A-1 Lecture 2: Transitional Fire Attack This lecture will provide firefighters an understanding of how fire chemistry, physics and tactics can increase safety, fire ground operations and applying risk benefit analysis through appropriate water application from the safest location. We will cover stages of fire, water application/attack methods, fire chemistry, and tactical actions to control temperature, heat release rate, and ventilation profiles. A true understanding of coordinated actions will become evident. These facts all will be based on the observed physics and how our tactics/tasks affect fire behavior conditions; nothing should be a surprise and actions should provide incident stabilization in all fire ground operations. This should also have a positive outcome to safety, rescue and property conservation. The tactic will be explained so first responders understand the need and application in its use. Lecture 3: Rule of Air Management (ROAM) The National Fire Protection Association ("NFPA") and the National Institute of Safety and Health ("NIOSH") acknowledge that exit time, or escape time as some call it, is a serious issue facing the fire service. Yet, there has been a lack of tangible action to address this problem. Most solutions revolve around standards and recommendations that call for the fire service to improve "situational awareness" and "air management' procedures. Situational awareness is a concept that has long been applied to the military, aerospace, and other high-risk fields. The Naval Aviation School Command defines as "the degree of accuracy by which one's perception of his current environment mirrors reality." Your reality is affected by your view of the situation, incoming information, and expectations and biases. Situational awareness can be reduced by things like insufficient communication, fatigue/stress, task overload or underload, and degraded operating conditions. It is easy to see how situational awareness is so easily applicable to our job. The key to air management is knowing that air needs vary according to the occupancy. The time needed to exit the structure should be part of our size -up, along with hoseline considerations and tool selection. However, this solution may be too idealistic. We work in complex environments; all the information we need to know to avert a tragedy may not be apparent. Buildings have secrets that are not always evident when we do our size -up. There are unknowns: fire loads, construction hazards, human error, and many others. The lecture will enhance situational awareness by outlining fire ground hazards, the need for air management, and case studies. Students will learn the principles of air management to enhance safety while operating in the Immediately Dangerous to Life and Health ("IDLH") environment. Didactic Services Advanced Fire Control Page A-2 All student handouts, learning materials, printing, CD burning, electronic storage devices, notebooks, facility contracts, and insurance can be provided and are managed by Consultant as specified in the proposal. A copy of the PowerPoint(s) will be provided to our training division/section for future training and updates. The lecture shall be held at Fire Station No. 7 (20401 Acacia Street), unless otherwise directed by the City. 2. Manipulative Exercises — North Net Training Campus 1 Day - 8 Hours One state certified primary and one state certified senior Fire Control 3B will supervise the (8) hours of manipulative exercises presented by Newport Beach Fire Department instructor trainees. The facilitation will be based on the re -enforcement of the didactic lecture that broke down the studies and data provided by NIST, UL, and modern updates in fire behavior. It will be correlated in to real world application during fire ground operations so each participant can apply what has been learned. The conclusion of this training series will yield the necessary understanding and importance of knowing the human behavior of firefighters, training patterns, and philosophy in how we should be responding to and combating fires. Overall, it will increase ones situational awareness by processing visual clues, building features, and a new knowledge of what is actually going on. We can then have the ability to adjust our actions in providing service, safely and appropriately under IDLH conditions. Exercise 1 and 2 - Air Track Management This exercise will break down flow path, ventilation profiles, and survivability profiles. It will assess how to safely take over and control the flow path as to observe air track management. Firefighters will understand the actions to take in controlling air movement in order to control the fire building and fire behavior. This will take the latest NIST and UL studies, understand what is going on based on the natural physics and safely apply tactics in task management that aid in rescue, incident stabilization and mitigation of the emergency while on the fire ground. This will be conducted in manipulative exercises that are formatted during the 360, exterior observations, and interior observations while conducting tasks that provide a thorough to the tasks of flow path and air track management for safer operations in combating todays structure fires. Exercise 3 - Flow Path Control and Transitional Fire Attack This exercise will provide firefighters the ability to apply learned Knowledge, Skills and Abilities ("KSA's") during a working structure fire scenario with IDLH conditions. The evaluation of how fire chemistry, physics and tactics can change fire ground operations and applying risk benefit analysis through appropriate water application from the safest Advanced Fire Control Page A-3 location. Crews will control temperature, heat release rate, and ventilation profiles. A true understanding of coordinated actions will become evident in these newly understood tactics. Manipulative Services All learning materials, facility contracts, and insurance can be provided and are managed by Consultant as specified in the proposal. A full report of continued education credits ("CE"), data analysis, and records of documentation will be provided within 14 days of the completion of training. This includes a master binder with all Incident Action Plan ("IAPs"), site maps, 214s, and certification copies, with originals to be provided to participants, when applicable or negotiated. These records are required in many areas under NFPA and Occupational Safety and Health Administration ("OSHA"). This portion of manipulative exercises will be held at the North Net Training Campus in the City of Anaheim. It will be the responsibility of Consultant to secure the facilities. The Newport Beach Fire Department will provide the lumber, wooden pallets, equipment, rehabilitation supplies, and apparatus necessary to conduct live fire training. 3. Manipulative Exercises - Ben Clark Training Center 2 Days - 16 Hours One state certified primary and one state certified senior Fire Control 3B will supervise the (16) hours of manipulative exercises presented by Newport Beach Fire Department instructor trainees. The facilitation will be based on the re -enforcement of the didactic lecture that broke down the studies and data provided by NIST, UL, and modem updates in fire behavior. The exercises will build on the air track management, flow path control, and transitional fire attack exercises performed at North Net Training Campus. It will be correlated in to real world application during fire ground operations so each participant can apply what has been learned. The conclusion of this training series will yield the necessary understanding and importance of knowing the human behavior of firefighters, training patterns, and philosophy in how we should be responding to and combating fires. Overall, it will increase ones situational awareness by processing visual clues, building features, and a new knowledge of what is actually going on. We can then have the ability to adjust our actions in providing service, safely and appropriately under IDLH conditions. The manipulative exercises will be conducted under live fire conditions and will focus on the following subjects: • Ventilation • Rule of Air Management (ROAM) • Search and rescue Advanced Fire Control Page A-4 • Forcible entry • Interior fire attack • Transitional fire attack • Firefighter safety and survival The hours dedicated to each subject area will be determined by Newport Beach Fire Department instructor trainees and Consultant's Staff. Manipulative Services All learning materials, facility contracts, and insurance can be provided and are managed by Consultant as specified in the proposal. A full report of continued education credits (CE), data analysis, and records of documentation will be provided within 14 days of the completion of training. This includes a master binder with all IAPs, site maps, 214s, and certification copies, with originals to be provided to participants, when applicable or negotiated. These records are required in many areas under NFPA and OSHA. This portion of manipulative exercises will be held at the Ben Clark Training Center in the City of Riverside. It will be the responsibility of Consultant to secure the facilities. In addition, Consultant will provide (9) rooms for (1) night at the Ben Clark Training Center barracks to accommodate Consultant's staff and Newport Beach Fire Department Personnel. The Newport Beach Fire Department will provide the lumber, wooden pallets, equipment, rehabilitation supplies, and apparatus necessary to conduct live fire training. Advanced Fire Control Page A-5 EXHIBIT B SCHEDULE OF BILLING RATES Description Quantity Price Amount Due Training Package: 1 $5,687.50 $5,687.50 One Primary Coordinator — Didactic Series Three Days — Live Fire: FC3B-Senior and Primary Coordinator Fire Attack/VoF/Search & TIC with IDLH Facility Contracts: Additional Insured, Props, Air Filling 1 2,600.00 2,600.00 Station North Net x 1 Day Ben Clark x 2 Days Lodging/Rooms: 9 88.40 795.60 Reservations, Taxes & Cleaning Fees The total cost of the training course is $9,083.10. Advanced Fire Control 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 employee 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 Advanced Fire Control 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. 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 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. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: Advanced Fire Control Page C-2 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. City reserves the right to require complete, certified copies of all required insurance policies, at anytime. 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 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. Advanced Fire Control Page C-3 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 Contract, 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. Advanced Fire Control Page C-4 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 10/17/16 Dept./Contact Received From: Angela Date Completed: 10/17/16 Sent to: Angela By: Alicia Company/Person required to have certificate: Advanced Fire Control LLC Type of contract: GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 8/1/16-8/1/17 A. INSURANCE COMPANY: General Star Indemnity 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 $1M or greater): What is limit provided? 1,000,000/2,000,000 E. ADDITIONAL INSURED ENDORSEMENT—please attach ® Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does not apply to Waste Haulers or Recreation) ❑ Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND COMPLETED OPERATIONS ENDORSEMENT (completed Operations status does not apply to Waste Haulers) ❑ Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? ® Yes ❑ No I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? ® Yes ❑ No J. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence" wording? ❑ Yes ®No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): ® N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No H. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 6/21/16-12/21/16 A. INSURANCE COMPANY: State Farm Mutual Automobile Insurance 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 - If Employees (Must be $1 M min. BI & PD and $500,000 250/500/100 + 1M UM, $2M min for Waste Haulers): What is limits provided? Umbrella E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) (What is limits provided?) N/A F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste Haulers only): ® N/A ❑ Yes ❑ No G. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A ❑ Yes ® No H. NOTICE OF CANCELLATION: ❑ NIA ® Yes ❑ No III. WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: A. INSURANCE COMPANY: WC Exemption Form signed 9127116 B. AM BEST RATING (A-: VII or greater): C. ADMITTED Company (Must be California Admitted): D. WORKERS' COMPENSATION LIMIT: Statutory E. EMPLOYERS' LIABILITY LIMIT (Must be $1 M or greater) F. WAIVER OF SUBROGATION (To include): Is it included? G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: H. NOTICE OF CANCELLATION: ❑ Yes ❑ No ❑ Yes ❑ No ❑ Yes [-]No ® N/A ❑ Yes ❑ No ❑ NIA ® Yes ❑ No ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED W. PROFESSIONAL LIABILITY EFF: 8/1/16-8/1/17 SAME AS GL: CARRIER ❑ N/A ® Yes ❑ No V POLLUTION LIABILITY V BUILDERS RISK HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? Approved: ( I Agent of Alliant Insurance Services Broker of record for the City of Newport Beach 10/17/16 Date ® NIA ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® Yes ❑ No RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No Reason for Risk Management approval/exception/waiver: Risk Management approval needed due to GL carrier being non -admitted. Sheri Approved 10/13/16. Approved: Risk Management x Subject to the terms of the contract. Date . 1.. R CERTIFICATE OF LIABILITY INSURANCE �"� 610/12/2016 10/12/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorseme s . PRODUCER CONTACTAME: Revine Harkins N Firefighter Insurance Services PHONE d'.323-550-4963 FAX N -323-550-1939 VOESS: kharkins@firefighterinsuranceservices. coat RR 815 Colorado Blvd INSURERS) AFFORDING COVERAGE NAIL q INSURERA:General Star Indemnity Company Los Angeles CA 90041 INSURED INSURER B; Advanced Fire Control LLC INSURERC: 10472 Ramuela Drive INSURERD: INSURER E: Huntington Beach CA 92646 INSURER F: COVERAGE5 CERTIFICATE NIIMRFR-CL1572903246 RFVISIf1M MIIMRGC• THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSR LTR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF M DD POLICYEXP LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR EACH OCCURRENCE $ 1,000,000 TO RENTED DAMAGE 100,000 PREMISES Ea c rr n $ MED EXP (Any we person) $ 5,000 IYG420978 8/1/2016 8/1/2017 PERSONAL S ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY E PRO- ❑ JECT LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE $ Ea a id n BODILY INJURY (Per person) $ ANY AUTO ALLAUTOS OWNED SCHEDULED BODILY INJURY (Per accident) $ NON -OWNED HIRED AUTOS AUTOS PROPERTY DAMAGE (Per n $ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS -MADE AGGREGATE $ DED I ETENTION $ WORK ERSCOMPENSATION PER OTH- AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? F] NIA STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ (Mandatory In NH) ff yae describe under DE SCRIFTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ A Professional Liability IYG420978 8/1/2016 8/1/2017 EACH OCCURRENCE 1,000,000 GENERAL AGGREGATE 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more apace Is required) The City of Newport Beach, its officers, officialis, employees and volunteers SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CITY OF NEWPORT BEACH, FIRE DEPARTMENT THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 100 CIVIC CENTER DRIVER ACCORDANCE WITH THE POLICY PROVISIONS. NEWPORT BEACH, CA 92660 © 19aa-2n1A ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD INS0250014nf1 All rinhtq GENERAL STAR INDEMNITY COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement # 0012 , effective August 1, 2015 forms a part of Policy # IYG420978 issued to Advanced Fire Control LLC by General Star Indemnity Company. COMMERCIAL GENERAL LIABILITY PLUS COVERAGE ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE OF GENERAL LIABILITY COVERAGE ENHANCEMENTS Additional Insured(s) — Automatic Status In Writing In A Contract, Agreement, Request or Insurance Specifications: A. Additional Insured —Vendors B. Additional Insured—Trade Event Additional Insured(s) — Automatic Status When Required In Writing In A Contract Or Agreement With You: C. Additional Insured —Managers Or Lessors Of Premises D. Additional Insured —Mortgagee, Assignee, Or Receiver E. Additional Insured — Lessors Of Leased Equipment 2. Additional Insured — Primary And Non -Contributory Clause — Automatic Status When Required In Writing In A Contract or Agreement With You 3. Waiver Of Transfer Of Rights Of Recovery Against Others To Us — Automatic Status When Required In Writing In A Contractor Agreement With You 4. Employment — Related Practices — Defense Expense Reimbursement: Limit of Insurance: $5,000 Aggregate Limit 1. The person(s) or organization(s) qualifying as an additional insured under this endorsement is an additional insured on the later of the following dates: (a) The effective date of this endorsement. (b) The agreed upon date in the written contract or written agreement that such person or organization be an additional insured on your policy provided you execute in writing the contract or agreement prior to the agreed upon date; (c) The date the written contract or written agreement is executed; or (d) The date the written request or written insurance specifications are received by you and with respect to (b), (c) and (d) above is executed or received prior to any damages to which this insurance applies. You must retain a written copy of any contract, agreement or request. A. ADDITIONAL INSURED — VENDORS SECTION 11 — WHO IS AN INSURED is amended to include as an additional insured any of your vendors located in the United States of America (including its territories and possessions), Puerto Rico and Canada with whom you have agreed in writing in a contract or agreement or received a written request or written insurance specifications, including email or fax, to add them as an additional insured on your policy, but only with respect to 'bodily injury' or "property damage" arising out of "your PC 24 0060 09 14 © General Star Management Company, Stamford, CT 2014. Page 1 of 5 Includes copyrighted material of Insurance Services Office, Inc., with its permission. products", which are distributed or sold in the regular course of the vendor's business, covered by this policy. However: (1) The insurance afforded to such vendor only applies to the extent permitted by law; and (2) The insurance afforded to such vendor will not be broader than that which you are required, by the written contract or agreement, written request or written insurance specifications, including email or fax, to provide; and (3) Is subject to the following additional exclusions: Insurance afforded to the vendor does not apply to: (a) 'Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a written contract or written agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the written contract or written agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury' or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: 1) The exceptions contained in Sub -paragraphs (d) or (f); or 2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (4) This insurance also does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. B. ADDITIONAL INSURED —TRADE EVENT SECTION II — WHO IS AN INSURED is amended to include as an additional insured any person or organization acting as the Trade Sponsor or Organizer and for whom you are participating in a Trade Event or Show when you and such person or organization have agreed in writing in a contract or agreement or received a written request or written insurance specifications, including email or fax requiring that such person(s) or organization(s) be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury', 'property damage" or "personal and advertising injury' caused, in whole or in part, by your participation in a Trade Event or Show. However: (1) The insurance afforded to such Trade Sponsor or Organizer only applies to the extent permitted by law; and PC 24 0060 09 14 © General Star Management Company, Stamford, CT 2014. Page 2 of 5 Includes copyrighted material of Insurance Services Office, Inc., with its permission. (2) The insurance afforded to such Trade Sponsor or Organizer will not be broader than that which you are required, by the written contract or agreement, written request or written insurance specifications, including e-mail or fax, to provide. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" which takes place after your participation in the Trade Event or Show has ended. C. ADDITIONAL INSURED— MANAGERS OR LESSORS OF PREMISES SECTION II — WHO IS AN INSURED is amended to include as an additional insured your managers or lessors of premises with whom you have agreed in writing in a contract or agreement to add as an additional insured on your policy, but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and covered by this policy. However: (1) The insurance afforded to such managers or lessors of premises only applies to the extent permitted by law; and (2) The insurance afforded to such managers or lessors of premises will not be broader than that which you are required to provide by the written contract or agreement; and (3) Is subject to the following additional exclusions: Insurance afforded to the managers or lessors of premises does not apply to: (a) Any "occurrence" which takes place after you cease to be a tenant in that premises. (b) Structural alterations, new construction or demolition operations performed by or on behalf of the additional insured(s). D. ADDITIONAL INSURED — MORTGAGEE ASSIGNEE OR RECEIVER SECTION II — WHO IS AN INSURED is amended to include as an additional insured any mortgagee, assignee, or receiver with whom you have agreed in writing in a contract or agreement to add as an additional insured on your policy, but only with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance, or use by you of your premises which are covered by this policy. However: (1) The insurance afforded to such mortgagee, assignee or receiver only applies to the extent permitted by law; and (2) The insurance afforded to such mortgagee, assignee or receiver will not be broader than that which you are required to provide by the written contract or agreement; and (3) Is subject to the following additional exclusions: Insurance afforded to the mortgagee, assignee or receiver does not apply to: (a) Structural alterations, new construction and demolition operations performed by, or on behalf of, the additional insured(s). E. ADDITIONAL INSURED —LESSOR OF LEASED EQUIPMENT SECTION II — WHO IS AN INSURED is amended to include as an additional insured any lessor from whom you lease equipment and with whom you have agreed in writing in a contract or agreement to add as an additional insured but only with respect to liability for "bodily injury", "property damage' or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such lessor. However: (1) The insurance afforded to such lessor only applies to the extent permitted by law, and (2) The insurance afforded to such lessor will not be broader than that which you are required to provide by the written contract or agreement; and (3) The lessor's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends; and PC 24 0060 09 14 ® General Star Management Company, Stamford, CT 2014. Page 3 of 5 Includes copyrighted material of Insurance Services Office, Inc., with its permission. (4) Is subject to the following additional exclusions: Insurance afforded to the lessor does not apply to: (a) Any "occurrence" which takes place after the equipment lease expires. With respect to the insurance afforded to the additional insureds in paragraphs A though E above, the following is added to Section III -Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: (1) Required by the contract or agreement; or (2) Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This provision will not increase the applicable Limits of Insurance shown in the Declarations. 2. ADDITIONAL INSURED —PRIMARY AND NON—CONTRIBUTORY CLAUSE —AUTOMATIC STATUS WHEN REQUIRED IN WRITING IN A CONTRACT OR AGREEMENT A. For any additional insured(s) added by endorsement to this policy, any other insurance available to such additional insured(s) shall be excess of this insurance and this insurance shall be primary. B. This endorsement applies to an additional insured only if you have agreed, in writing in a contract or agreement, to provide primary insurance to such additional insured on a non-contributory basis. You must retain a written copy of any contract or agreement. C. When this endorsement applies, it is effective on or after the later of the following dates: (1) The date the written contract or written agreement is executed; or (2) The effective date of this endorsement. D. If, however, the additional insured has other insurance available as an additional insured on any other insurance policy, this endorsement shall not apply and this insurance shall apply on an excess basis. 3. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US — AUTOMATIC STATUS WHEN REQUIRED IN WRITING IN A CONTRACT OR AGREEMENT The Transfer Of Rights Of Recovery Against Others To Us Condition (SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: We waive any right of recovery we may have against a person or organization because of payments we make for injury or damages arising out of your ongoing operations or "your work' done under a written contract or written agreement with that person or organization and included in the "products -completed operations hazard". This waiver applies only: (1) To a person or organization with whom you have entered into a written contract or written agreement prior to a loss; and (2) When such waiver is effective on or after the later of the following dates: (a) The date specified in the written contract or written agreement; or (b) The effective date of this endorsement. 4. EMPLOYMENT—RELATED PRACTICES — DEFENSE EXPENSE REIMBURSEMENT The following Supplementary Payments are added to the policy: A. We agree to reimburse you, up to a total aggregate amount of $5,000, without regard to the deductible, for the sum of all "employment-related practices liability claims expenses' incurred by you only if: (1) The "employment-related practices liability claim(s)" against an insured takes place in the "coverage territory"; (2) The "employment-related practices liability claim(s)" against an insured did not commence before the effective date of this policy or after the end of this policy period and provided further that prior to the effective date of this policy, no Insured listed under Clause 1. of SECTION 11 — WHO IS AN INSURED, and no "employee" authorized by an Insured to give or receive notice of PC 24 0060 09 14 © General Star Management Company, Stamford, CT 2014, Page 4 of 5 Includes copyrighted material of Insurance Services Office, Inc., with its permission. an "employment-related practices liability claim(s)" knew of an "injury", or any event, situation or transaction that may reasonably be expected to give rise to an "employment- related practices liability claim(s)" being made against any Insured. If such a listed Insured or authorized "employee" had such knowledge, then any continuation or resumption of such circumstances during or after the policy period will be deemed to have been known prior to the policy period; (3) The "employment-related practices liability claims expenses" are incurred within one year of the date the "employment-related practices liability claim(s)" against an insured was initiated; and (4) The "employment-related practices liability claims expenses" are reported to us within one year of the date the "employment practices liability claims expenses" are incurred. B. For the purposes of the EMPLOYMENT — RELATED PRACTICES — DEFENSE EXPENSE REIMBURSEMENT provision of this endorsement the following definitions are added to SECTION V — DEFINITIONS of the Commercial General Liability Coverage Form: (1) "Employment- related practices liability claim(s)" means: (a) Any oral or written demand or notice received by you; (b) Any arbitration, other alternative dispute resolution or other civil legal proceedings; or (c) Any administrative proceedings or hearing conducted by a governmental agency (federal, state or local) having the proper legal authority over the matter by any person seeking damages arising out of one or more of the following offenses: 1) Refusal to employ that person; 2) Termination of that person's employment; or 3) Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination, or malicious prosecution directed at that person. (2) "Employment - related practices liability claims expenses" — means fees, costs and expenses, which result from the investigation, adjustment, and defense of an "employment-related practices liability claim(s)". "Employment - related practices liability claims expenses" does not include any of the following: (a) Settlements or judgments: (b) Civil fines or penalties; (c) Criminal fines or penalties; (d) Administrative or other fines or penalties; (e) Sanctions; (f) Any portion of any judgment, award of verdict that represents a multiple of the compensatory amounts; or (g) Salaries and expenses of our "employees", you, your "employees", or of any insured. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED PC 24 0060 09 14 ® General Star Management Company, Stamford, CT 2014. Page 5 of 5 Includes copyrighted material of Insurance Services Office, Inc., with its permission. f+c vrcu mTEttuvDavYrn �.. CERTIFICATE OF LIABILITY INSURANCE 09/27/2016 THIS CERTIFICATE I5 ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTENO OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(Sj AUTHORIZED REPRESENTATNE OR PRODUCER, AND THE CERTIFICATE HOLDER; IMPORTANT: 1111e cartiRcale holder Le an AODITIONAI.IN teens and condi8ons of the SURED, the PolicY(les) must be andoreatl. N SUBROGATION IS WAIVED, subject to the polk y, w.riein po6dles may regulm an endorsement. A sWtomenx on this certificate does. not confer rights to the Dertifkate holds' M Geu M suchendmrsemenl(s). PI n --'RIC OPDAHL, STATE FARM AGENT E:_ERIc,QPDAHL - 3548 SEAGATE WAY ST 130 PHONE ..750-..760- - IC0PD..___.— F 9 - '�� _- OCEANSIDE, CA 92056 A�(L :SERVICE ERICOPDAHLCOM •'. .-,_,. INSURERS) AFFOROINOCOVERAGE _ _ NA INSURED'rim—Adams --- INSURER .State Farm 0.+luatal AUtCmobil¢ I(A�ranc¢ CCmoallV ..I� 3118 Tim Adams TwsuRER e: State Farm General Insurenoe COmnally , 761 Charleston Way INSIVRER¢: — Brea CA 92821 (NsuaEA D: - _ ..... 3 ANY RI OR MAY OF SUCH CLAIM6•MADE J OCCUR LEGATE OMIT APPLIES PER A IwV IVMp91rE LU98BY -- ANY AUTO UA�TDSP�ED X:SCHEDULED AUTOS HIRSDALTOS NON-0YMEO AUTOS I D X UMBREt1ADAn K .00CUR.. X FACeSSUAa 1 1— .... .. City of Newport Beach 100 Civic Center Dr Newport Beach CA 92660 ACORD 25 (2010105) IcK- UK UUNNTT ION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHI THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT To ALL THE CHERMTHIS TS, LIMITS SHOWN MAY HAVE BEEN REOUCED RY PAI, c, Aw, 1649452421-56c ON21p2016112i2laGi6 fP Pawn) 77-1¢4630- 0&21!20161.06121!2017 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVI6 ONS. ®19611-2010 ACORD d RPORATION. AH The ACORD mum , and 1090 are registered marks of ACORrights reserved D 10D1466 132849.8rights 01 -23 -ed CITY OF NEWPORT BEACH CERTIFICATE OF EXEMPTION FROM WORKERS' COMPENSATION INSURANCE I hereby certify that in the performance of the work for which this Agreement is entered into, I shall not employ any person in any manner so as to become subject to the Workers' Compensation Laws of the State of California. Executed on this 2-4 day of `aiP'i'wt.-rh Z •.- ZOIC, at Newport Beach, California.. (Contractor'. Signature (Print Contractor's name and titl