HomeMy WebLinkAboutC-6194 - On-Call PSA for Emergency Medical Services (EMS) Nurse Educator Training Servicescr
AMENDMENT NO. FOUR TO
ON-CALL PROFESSIONAL SERVICES AGREEMENT
WITH LAUREN K. LEE FOR EMERGENCY MEDICAL SERVICES (EMS)
v NURSE EDUCATOR TRAINING SERVICES
THIS AMENDMENT NO. FOUR TO ON-CALL PROFESSIONAL SERVICES
AGREEMENT ("Amendment No. Four") is made and entered into as of this 30th day of
June, 2017 ("Effective Date'), by and between the CITY OF NEWPORT BEACH, a
California municipal corporation and charter city ("City'), and LAUREN K. LEE, a sole
proprietor ("Contractor'), whose address is 38 Carnoustie Way, Coto De Caza, CA 92679,
and is made with reference to the following:
RECITALS
A. On June 10, 2015, City and Contractor entered into a Professional Services
Agreement ("Agreement") for Emergency Medical Services (EMS) Nurse Educator
Training Services ("Project").
B. On September 28, 2015, City and Contractor entered into Amendment No. One to
the Agreement ("Amendment No. One") to modify compensation.
C. On December 14, 2015, City and Contractor entered into Amendment No. Two to
the Agreement ("Amendment No. Two") to modify compensation.
D. On March 30, 2017, City and Contractor entered into Amendment No. Three to the
Agreement ("Amendment No. Three") to increase the total compensation and
update City's contract information for notices.
E. The parties desire to enter into this Amendment No. Four to extend the term of the
Agreement to September 30, 2017 and to increase the total compensation.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
Section 1 of the Agreement is amended in its entirety and replaced with the
following: "The term of this Agreement shall commence on the Effective Date, and shall
terminate on September 30, 2017, unless terminated earlier as set forth herein."
2. COMPENSATION TO CONTRACTOR
Section 4.1 of the Agreement is amended in its entirety and replaced with the
following: "City shall pay Contractor 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. Contractor's
compensation for all Work performed in accordance with this Agreement, including all
reimbursable items and subcontractor fees, shall not exceed One Hundred Twenty
Thousand Dollars and 001100 ($120,000.00), without prior written authorization from
Lauren K. Lee Page 1
City. No billing rate changes shall be made during the term of this Agreement without the
prior written approval of City."
The total amended compensation reflects Contractor's additional compensation for
additional Services to be performed in accordance with this Amendment No. Four,
including all reimbursable items and subcontractor fees, in an amount not to exceed
Twenty Thousand Dollars and 001100 ($20,000.00).
3. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
Lauren K. Lee Page 2
IN WITNESS WHEREOF, the parties have caused this Amendment No. Four to
be executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:
By:
Aaron arp
Cllo
ATTEST:
Date: ��� �•
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: 1 I i oA-n
By:
�4rn�t Dave Ciff
drd City Manager
CONSULTANT: Lauren K. Lee, a sole
proprietor
Date: 7 15117
By: /&'z'e2) k,>v
Lauren K. Lee
Sole Proprietor
[END OF SIGNATURES]
Lauren K. Lee Page 3
CERTIFICATE OF INSURANCE
CHECKLIST
City of Newport Beach
This checklist is comprised of requirements as outlined by the City of Newport Beach. *
Date Received:
5/28/15 Dept./Contact Received From:
Angela
Date Completed:
6/24/15 Sent to: Angela By:
Renee/Alicia
Company/Person required to have certificate: Lauren Lee
Type of contract:
All Other
I. GENERAL LIABILITY
EFFECTIVE/EXPIRATION DATE: 12/01/14 to 12/01/15
A.
INSURANCE COMPANY: American Casualty Company of Reading
PA
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?
1,000,000/2,000,000
E.
ADDITIONAL INSURED ENDORSEMENT — please attach
❑ Yes ❑ No
N/A F.
PRODUCTS AND COMPLETED OPERATIONS (Must
include): Is it included? (completed Operations status does
not apply to Waste Haulers or Recreation)
❑ Yes ❑ No
N/A 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 N No
K.
ELECTED SCMAF COVERAGE (RECREATION ONLY):
N N/A ❑ Yes ❑ No
L.
NOTICE OF CANCELLATION:
❑ N/A E Yes ❑ No
11. AUTOMOBILE LIABILITY
EFFECTIVE/EXPIRATION DATE: 5/07/15 TO 11/07/15
A.
INSURANCE COMPANY: USAA Casualty Insurance Company
B.
AM BEST RATING (A-: VII or greater) A++; XV
C.
ADMITTED COMPANY (Must be California Admitted):
Is Company admitted in California?
N Yes ❑ No
D.
LIMITS - If Employees (Must be $1 M min. BI & PD and $500,000
UM, $2M min for Waste Haulers): What is limits provided?
100/300/100
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 N/A ❑ Yes ❑ No
G.
HIRED AND NON -OWNED AUTO ONLY:
❑ N/A ❑ Yes N No
H.
NOTICE OF CANCELLATION:
❑ NIA E Yes ❑ No
WORKERS' COMPENSATION
EFFECTIVE/EXPIRATION DATE: EXEMPT
A. INSURANCE COMPANY:
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 $t M or greater)
F. WAIVER OF SUBROGATION (To include): Is it included?
G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM:
H. NOTICE OF CANCELLATION:
ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED
IV. PROFESSIONAL LIABILITY
V POLLUTION LIABILITY
V BUILDERS RISK
HAVE ALL ABOVE REQUIREMENTS BEEN MET?
IF NO, WHICH ITEMS NEED TO BE COMPLETED?
Apa;lt�
prroved:
6/24/15
Agent of Alliant Insurance Services Date
Broker of record for the City of Newport Beach
❑ Yes ❑ No
❑ Yes ❑ No
❑ Yes ❑ No
❑ N/A ® Yes ❑ No
❑ N/A ® Yes ❑ No
® N/A ❑ Yes ❑ No
® N/A ❑ 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 if unable to Provide primary/non-contributory endorsement.
Sheri approves use of personal auto limits and approves malpractice coverage without orimarV/non-contributory
Approved:
Risk Management Date
* Subject to the terms of the contract.
HEALTHCARE PROVIDERS SERVICE
Policy Number Policy Period
CNAORGANIZATION PURCHASING GROUP
®n [1
(Fertificate of Insurance
O
Lauren Lee
nur service organizaien-
OCCURRENCE POLICY FORM
Print Date: 11/17/2016
Producer Branch Prefix
Policy Number Policy Period
018098 970 HPG
0310358869 from 12101/16 to 12/01117 at 12:01 AM Standard Time
Named Insured and Address:
Program Administered by:
Lauren Lee
Nurses Service Organization
38 Carnoustie Way
159 E. County Line Road
Trabuco Cyn, CA 92679-5025
Hatboro, PA 19040.1218
1-800-247-1500
www.nso.com
Medical Specialty:
Code: Insurance is provided by:
Registered Nurse
80964 American Casualty Company of Reading, Pennsylvania
333 S. Wabash Avenue, Chicago, IL 60604
Professional Liability
$1,000,000 each claim $ 6,000,000 aggregate
Your professional liability limits shown above include the following:
• Good Samaritan Liability
" Malplacement Liability Personal Injury Liability
" Sexual Misconduct Included in the PL limit shown above subject to $ 25,000 aggregate sublimit
Coverage Extensions
License Protection
$ 25,000 per proceeding $ 25,000 aggregate
Defendant Expense Benefit
$ 1,000 per day limit $ 25,000 aggregate
Deposition Representation
$ 10,000 per deposition $10,000 aggregate
Assault
$ 25,000 per incident $ 25,000 aggregate
Includes Workplace Violence Counseling
Medical Payments
$ 25,000 per person $100,000 aggregate
First Aid
$10,000 per incident $10,000 aggregate
Damage to Property of Others
$10,000 per incident $10,000 aggregate
Information Privacy (HIPAA) Fines
and Penalties $ 25,000 per incident $ 25,000 aggregate
Workplace Liability
Workplace Liability
Included in Professional Liability Limit shown above
Fire & Water Legal Liability
Included in the PL limit shown above subject to $150,000 aggregate sublimit
Personal Liability
$1,000,000 aggregate
Total: $ 126.00
Base Premium $126.00
Premium reflects Employed , Full Time
Policy Forms & Endorsements(Please see attached list for a general description of many common policy forms and
endorsements.)
G -121500-D G -121503-C
GSL15564 GSL15565
G-123846-DO4 CNA81753
G -121501-C1 G -145184-A
GSL17101 GSI -113424
CNA81758 CNA82011
G -147292-A GSL15563
CNA80051 CNA80052
GSL -5587
Medical Speciality is amended to include Consulting Services (GSL -5587) Keep this document in a safe place.lt
and proof of payment are your proof of
pr coverage. There is no coverage in force
unless the premium is paid in fuJl.ln order
Chairman of the Board Secretary to activate your coverage, please remit
premium in fuff by the effective date of
this Certificate of Insurance.
Master Policy # 188711433
G -141241-B(0312010) Coverage Change Date: Endorsement Change Date:
POLICY FORMS & ENDORSEMENTS
The list below contains general descriptions of the policy fors and endorsements that may or may not apply to your
professional liability insurance policy. Please refer to your Certificate of Insurance for the policy forms &
endorsements specific to your state and your policy period. Coverages, rates and limits may differ or may not be
available in all states. All products and services are subject to change without notice.
Think Green -expanded definitions and copies of these policy fors and endorsements are available online at
www. n so. co m/po I i cyf o r s
COMMON POLICY FORMS & ENDORSEMENTS
FORM #
DESCRIPTION
G -121500-D
Common Policy Conditions
G -121503-C
Workplace Liability For
G -121501-C1
Occurrence Policy Form - California
G -145184-A
Policyholder Notice - OFAC Compliance Notice
G -147292-A
Policyholder Notice - Silica, Mold & Asbestos Disclosure
GSL15563
Information Privacy Coverage Endorsement HIPAA Fines, Penalties & Notification Costs
GSL15564
Sexual Misconduct Sublimits of Liability Professional Liability & Sexual Misconduct Exclusion
GSL15565
Healthcare Providers Professional Liability Assault Coverage
GSL17101
Exclusion of Specified Activities Reuse of Parenteral Devices and Supplies
GSL13424
Services to Animals
CNA80051
Amended Definition of Personal Injury Endorsement
CNA80052
Distribution or Recording of Material or Information in Violation of Law Exclusion Endorsement
G-123846-Do4
California Cancellation and Non -Renewal
CNA81753
Coverage & Cap on Losses from Certified Acts Terrorism
CNA81758
Notice - Offer of Terrorism Coverage & Disclosure of Premium
CNA82011
Related Claims Endorsement
OPTIONAL ENDORSEMENTS
FORM # DESCRIPTION
GSL -5587 Consulting Services Liability Endorsement
PLEASE REFER TO YOUR CERTIFICATE OF INSURANCE FOR THE POLICY FORMS & ENDORSEMENTS SPECIFIC
TO YOUR STATE AND YOUR POLICY PERIOD.
For NJ residents: The PLIGA surcharge shown on the Certificate of Insurance is the NJ Property & Liability Insurance
Guaranty Association.
For KY residents: The Surcharge shown on the Certificate of Insurance is the KY Firefighters and Law Enforcement
Foundation Program Fund and the KY LGPT is the KY Local Government Premium Tax which
includes charges at a municipality and/or county level.
For WV residents: The surcharge shown on the Certificate of Insurance is the WV Premium Surcharge.
For FL residents: The FIGA Assessment shown on the Certificate of Insurance is the FL Insurance Guaranty Association
- 2012 Regular Assessment.
For#:G-141241-B (03/2010) Named Insured:Lauren Lee
Master Policy#: 188711433 Policy#: 0310358869
T
AMENDMENT NO. THREE TO
ON-CALL PROFESSIONAL SERVICES AGREEMENT
t WITH LAUREN K. LEE FOR EMERGENCY MEDICAL SERVICES (EMS)
�J NURSE EDUCATOR TRAINING SERVICES
THIS AMENDMENT NO. THREE TO ON-CALL PROFESSIONAL SERVICES
AGREEMENT ("Amendment No. Three") is made and entered into as of this 30th day of
March, 2017 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a
California municipal corporation and charter city ("City'), and LAUREN K. LEE, a sole
proprietor ("Contractor"), whose address is 38 Carnoustie Way, Coto de Caza, California
92679, and is made with reference to the following:
RECITALS
A. On June 10, 2015, City and Contractor entered into a Professional Services
Agreement ("Agreement') for Emergency Medical Services (EMS) Nurse Educator
Training Services ("Project").
B. On September 28, 2015, City and Contractor entered into Amendment No. One to
the Agreement ("Amendment No. One") to modify compensation.
C. On December 14, 2015, City and Contractor entered into Amendment No. Two to
the Agreement ("Amendment No. Two") to modify compensation.
D. Since entering into the Agreement, the volume of work needed by the City covered
by the Agreement is higher than originally anticipated. Such work includes
providing Emergency Medical Services (EMS) Nurse Educator Training Services.
E. The parties desire to enter into this Amendment No. Three to increase the total
compensation for the Agreement to account for the increased volume of work not
anticipated at the time of executing the Agreement and to update the City's contact
information for notices.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. COMPENSATION TO CONTRACTOR
Section 4.1 of the Agreement is amended in its entirety and replaced with the
following: "City shall pay Contractor for the Services on a time and expense not -to -exceed
basis in accordance with the provisions of this Section and the Letter Proposal and the
Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by
reference. Contractor's compensation for all Work performed in accordance with this
Agreement, including all reimbursable items and subcontractor fees, shall not exceed
One Hundred Thousand Dollars and 00/100 ($100,000.00), 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."
The total amended compensation reflects Contractor's additional compensation for
additional Services to be performed in accordance with this Amendment No. Three,
Lauren K. Lee Page 1
including all reimbursable items and subcontractor fees, in an amount not to exceed
Twenty Five Thousand Dollars and 001100 ($25,000.00).
2. NOTICES
Section 25.2 of the Agreement is amended in its entirety and replaced with the
following: "All notices, demands, requests or approvals from Contractor to City shall be
addressed to City at:
Attn: Kristin Thompson, EMS Division Chief
Fire Department
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
3. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
Lauren K. Lee Page 2
IN WITNESS WHEREOF, the parties have caused this Amendment No. Three to
be executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: ",/ Z ?1// 7
By: (=
Aaro(.Harp n32.3i�
y At rney e4n?k
ATTEST:
Date:
By:
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: 3] 2-�iyl
Dave Iff
City Manager
CONTRACTOR: Lauren K. Lee, a sole
proprietor
Date: '7
By:
Lauren K. Lee
Sole Proprietor
[END OF SIGNATURES]
Lauren K. Lee Page 3
['1
Vim.}
v
AMENDMENT NO. TWO TO
.� ON-CALL PROFESSIONAL SERVICES AGREEMENT
WITH LAUREN K. LEE FOR EMERGENCY MEDICAL SERVICES (EMS)
NURSE EDUCATOR TRAINING SERVICES
THIS AMENDMENT NO. TWO TO ON-CALL PROFESSIONAL SERVICES
AGREEMENT ("Amendment No. Two") is made and entered into as of this 14th day of
December, 2015 ("Effective Date'), by and between the CITY OF NEWPORT BEACH, a
California municipal corporation and charter city ("City'), and LAUREN K. LEE, a sole
proprietor ("Contractor"), whose address is 38 Carnoustie Way, Coto De Caza,
California 92679, and is made with reference to the following:
RECITALS
A. On June 10, 2015, City and Contractor entered into a Professional Services
Agreement ("Agreement') for Emergency Medical Services (EMS) Nurse
Educator Training Services ("Project').
B. On September 28, 2015, City and Contractor entered into Amendment No. One
to the Agreement ("Amendment No. One") to modify compensation.
C. The parties desire to enter into this Amendment No. Two to modify
compensation.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. COMPENSATION TO CONTRACTOR
Exhibit B-1 of the Agreement shall be amended in its entirety and replaced with
Exhibit B-2, attached hereto and incorporated herein by reference.
2. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
IN WITNESS WHEREOF, the parties have caused this Amendment No. Two to
be executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 17/11 t) 1
By:
Aaron C. Harp��
City Attorney
ATTEST: P.
Date: /
By:
Leilani I. B
City Cle `y J%T '
Attachments:
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
U LU IJ
By:
_ 6 —
Scott Poster
Fire Chief
CONTRACTOR: Lauren K. Lee, a sole
proprietor
Date: ice') to 115 -
By: 4 1&6a�2
Lauren K. Lee
Owner
[END OF SIGNATURES]
Exhibit B-2 – Schedule of Billing Rates
Lauren K. Lee Page 2
EXHIBIT B
SCHEDULE OF BILLING RATES
Contractor shall provide the training services described in Exhibit A and be
compensated in the amount of Fifty Dollars and 00/00 ($50.00), per training hour.
For purposes of this agreement, a "training hour" shall be defined as sixty (60) minutes
of actual training time, excluding lunch breaks and other breaks. Lunches and breaks
shall be determined and mutually agreed upon by the City and Contractor.
Compensation for mileage in accordance with the IRS Standard Mileage Rates for intra-
facility travel (City Hall, Fire Stations, and other approved locations) when traveling in
fulfillment of approved training services. As with the hourly services, mileage submitted
on invoices shall clearly identify date, quantity and rate. Mileage to and from home shall
not be reimbursed.
Compensation for the following cards and certificates:
• BLS-HCP: $6.00 per card
• ACLS: $15.00 per card
• PALS: $15.00 per card
• CEU Certificates: $5.00 each
Lauren K. Lee Page B-1
T
AMENDMENT NO. ONE TO
ON-CALL PROFESSIONAL SERVICES AGREEMENT
WITH LAUREN K. LEE FOR EMERGENCY MEDICAL SERVICES (EMS)
NURSE EDUCATOR TRAINING SERVICES
THIS AMENDMENT NO. ONE TO ON-CALL PROFESSIONAL SERVICES
AGREEMENT ("Amendment No. One') is made and entered into as of this 28th day of
September, 2015 ("Effective Date'), by and between the CITY OF NEWPORT BEACH,
a California municipal corporation and charter city ("City"), and LAUREN K. LEE, an
individual ("Contractor"), whose address is 38 Carnoustie Way, Coto De Caza,
California 92679, and is made with reference to the following:
RECITALS
A. On June 10, 2015, City and Contractor entered into a Professional Services
Agreement ("Agreement") for Emergency Medical Services (EMS) Nurse
Educator Training Services ("Project").
B. The parties desire to enter into this Amendment No. One to modify
compensation.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. COMPENSATION TO CONTRACTOR
Exhibit B of the Agreement is amended in its entirety and replaced with Exhibit B-
1, attached hereto and incorporated herein by reference.
2. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to
be executed on the dates written below.
APPROVED AS TO FORM:
CITY TORI EY'S OFFICE
Date: ton
By:
Aaron C. Harp
City Attorney
ATTEST: rD y�,�
Date:
By: 0uv
bw--
Leilani I. Brown
City Clerk r"„�
CITY OF NEWPORT BEACH,
a California �,r�,yVnbwrporation
Date:UU��
By:
Scott Poster
Fire Chief
CONTRACTOR: Lauren K. Lee, an
individual
Date:
Lauren K. Lee
[END OF SIGNATURES]
Attachments: —"Exhibit B-1 – Schedule of Billing Rates
Lauren K. Lee Page 2
EXHIBIT B-1
SCHEDULE OF BILLING RATES
Contractor shall provide the training services described in Exhibit A and be
compensated in the amount of Fifty Dollars and 00/00 ($50.00), per training hour.
For purposes of this agreement, a "training hour" shall be defined as sixty (60) minutes
of actual training time, excluding lunch breaks and other breaks. Lunches and breaks
shall be determined and mutually agreed upon by the City and Contractor.
Compensation for mileage in accordance with the IRS Standard Mileage Rates for intra-
facility travel (City Hall, Fire Stations, and other approved locations) when traveling in
fulfillment of approved training services. As with the hourly services, mileage submitted
on invoices shall clearly identify date, quantity and rate. Mileage to and from home shall
not be reimbursed.
Lauren K. Lee Page B-1
CCo
+� ON-CALL PROFESSIONAL SERVICES AGREEMENT
V WITH LAUREN K. LEE FOR EMERGENCY MEDICAL SERVICES (EMS)
NURSE EDUCATOR TRAINING SERVICES
THIS ON-CALL PROFESSIONAL SERVICES AGREEMENT ("Agreement') is
made and entered into as of this 10th day of June, 2015 ("Effective Date'), by and
between the CITY OF NEWPORT BEACH, a California municipal corporation and
charter city ("City"), and LAUREN K. LEE, a sole proprietor ("Contractor"), whose
address is 38 Carnoustie Way, Coto De Caza, California 92679, 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 Contractor to provide Emergency Medical Services (EMS)
nurse educator training services ("Project').
C. Contractor 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 Contractor, has reviewed the
previous experience and evaluated the expertise of Contractor, and desires to
retain Contractor 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:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on June 30, 2017, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
2.1 Contractor shall perform the on-call services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services'
or "Work"). Upon written request from the Project Administrator as defined herein,
Contractor 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 position of each person to be assigned to perform the
Services, and the name of the individuals to be assigned, if available;
2.1.3 The estimated number of hours and cost to complete the Services;
and
2.1.4 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, Contractor shall
diligently perform the duties in the approved Letter Proposal.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this
Agreement and Contractor shall 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 diligent and timely manner. The failure
by Contractor to strictly adhere to the schedule set forth in Exhibit A and the Letter
Proposal, 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, Contractor shall not be responsible for
delays due to causes beyond Contractor'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 Contractor 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 Contractor's control.
3.4 For all time periods not specifically set forth herein, Contractor shall
respond in the most expedient and appropriate manner under the circumstances, by
hand-delivery or mail.
4. COMPENSATION TO CONTRACTOR
4.1 City shall pay Contractor for the Services on a time and expense not-to-
exceed basis in accordance with the provisions of this Section and the Letter Proposal
and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein
by reference. Contractor's compensation for all Work performed in accordance with this
Agreement, including all reimbursable items and subcontractor fees, shall not exceed
Seventy Five Thousand Dollars and 001100 ($75,000.00), 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.
4.2 Contractor shall submit monthly invoices to City describing the Work
performed the preceding month. Contractor's bills shall include the name of the person
Lauren K. Lee Page 2
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 Contractor no later than
thirty (30) calendar days after approval of the monthly invoice by City staff.
4.3 City shall reimburse Contractor 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.
4.4 Contractor 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 Contractor 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. Contractor has designated Lauren K. Lee to be its
Project Manager. Contractor 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 Contractor, 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.
Contractor 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 Contractor 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 EMS
Division Chief 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.
Lauren K. Lee Page 3
7. CITY'S RESPONSIBILITIES
To assist Contractor in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Contractor, 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 Contractor's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Contractor or under Contractor's
supervision. Contractor 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 the highest professional
standards. For purposes of this Agreement, the phrase "highest professional
standards' shall mean those standards of practice recognized by one (1) or more first-
class firms performing similar work under similar circumstances.
8.2 All Services shall be performed by qualified and experienced personnel
who are not employed by City. By delivery of completed Work, Contractor certifies that
the Work conforms to the requirements of this Agreement, all applicable federal, state
and local laws, and the highest professional standard.
8.3 Contractor 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 Contractor to practice its profession. Contractor shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.4 Contractor shall not be responsible for delay, nor shall Contractor 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 Contractor'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, Contractor 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 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 Contractor's presence or
activities conducted on the Project (including the negligent, reckless, and/or willful acts,
Lauren K. Lee Page 4
errors and/or omissions of Contractor, its principals, officers, agents, employees,
vendors, suppliers, Contractors, 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 Contractor 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
Contractor.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Contractor on an independent contractor basis
and Contractor is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Contractor, 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 Contractor or its
employees. Nothing in this Agreement shall be deemed to constitute approval for
Contractor or any of Contractor's employees or agents, to be the agents or employees
of City. Contractor shall have the responsibility for and control over the means of
performing the Work, provided that Contractor is in compliance with the terms of this
Agreement. Anything in this Agreement that may appear to give City the right to direct
Contractor as to the details of the performance of the Work or to exercise a measure of
control over Contractor shall mean only that Contractor shall follow the desires of City
with respect to the results of the Services.
11. COOPERATION
Contractor 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 Contractor on the Project.
12. CITY POLICY
Contractor 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
Contractor 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.
Lauren K. Lee Page 5
14. INSURANCE
Without limiting Contractor's indemnification of City, and prior to commencement
of Work, Contractor 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 Contractor, or of the interest of any
general partner or joint venturer or syndicate member or cotenant if Contractor is a
partnership or joint-venture or syndicate or co-tenancy, which shall result in changing
the control of Contractor. 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 and the Letter Proposal. Contractor 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
Contractor, 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 Contractor or any other party. Additionally, all material posted in
cyberspace by Contractor, 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
Lauren K. Lee Page 6
compensation to Contractor or any other party. Contractor shall, at Contractor'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 Contractor
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
Contractor will be at City's sole risk and without liability to Contractor. Further, any and
all liability arising out of changes made to Contractor's deliverables under this
Agreement by City or persons other than Contractor is waived against Contractor, and
City assumes full responsibility for such changes unless City has given Contractor prior
notice and has received from Contractor 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
Contractor 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 Contractor's Documents provided under this Agreement.
20. RECORDS
Contractor shall keep records and invoices in connection with the Services to be
performed under this Agreement. Contractor shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3)
years, or for any longer period required by law, from the date of final payment to
Contractor under this Agreement. All such records and invoices shall be clearly
identifiable. Contractor shall allow a representative of City to examine, audit and make
transcripts or copies of such records and invoices during regular business hours.
Contractor 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 Contractor under this Agreement.
21. WITHHOLDINGS
City may withhold payment to Contractor of any disputed sums until satisfaction
of the dispute with respect to such payment. Such withholding shall not be deemed to
Lauren K. Lee Page 7
constitute a failure to pay according to the terms of this Agreement. Contractor shall not
discontinue Work as a result of such withholding. Contractor shall have an immediate
right to appeal to the City Manager or designee with respect to such disputed sums.
Contractor 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 Contractor which result in expense to City greater than what would have
resulted if there were not errors or omissions in the Work accomplished by Contractor,
the additional design, construction and/or restoration expense shall be borne by
Contractor. 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 CONTRACTORS
City reserves the right to employ other Contractors in connection with the Project.
24. CONFLICTS OF INTEREST
24.1 Contractor 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, Contractor 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. Contractor shall indemnify and hold harmless
City for any and all claims for damages resulting from Contractor'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 Contractor to City shall
be addressed to City at:
Lauren K. Lee Page 8
Attn: Cathy Ord, EMS Division Chief
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 Contractor shall
be addressed to Contractor at:
Attn: Lauren K. Lee
38 Camoustie Way
Coto De Caza, CA 92679
26. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Contractor shall submit to City, in
writing, all claims for compensation under or arising out of this Agreement.
Contractor'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 Contractor in writing as unsettled at the time of its final request
for payment. Contractor and City expressly agree that in addition to any claims filing
requirements set forth in the Agreement, Contractor shall be required to file any claim
Contractor 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 Contractor. In the
event of termination under this Section, City shall pay Contractor for Services
satisfactorily performed and costs incurred up to the effective date of termination for
which Contractor has not been previously paid. On the effective date of termination,
Lauren K. Lee Page 9
28. STANDARD PROVISIONS
28.1 Recitals. City and Contractor acknowledge that the above Recitals are
true and correct and are hereby incorporated by reference into this Agreement.
28.2 Compliance with all Laws. Contractor 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 Contractor 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.
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 Contractor 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 Equal Opportunity Employment. Contractor represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
Lauren K. Lee Page 10
or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex, 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]
Lauren K. Lee Page 11
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORN Y'S OFFICE
Date:
By:
Aarott
Harp U P<'
City Attorney Vj
ATTEST: /
Date:
By: '
Leilani I. Brown
City Clerk,
0��� .`
\lam �R
�f Fo1�N
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: J1IN 10 2015
By:
Scott Poster
Fire Chief
CONTRACTOR: Lauren K. Lee, a sole
proprietor
Date:
Signed in Counterpart
Lauren K. Lee
Sole proprietor
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
Lauren K. Lee Page 12
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTOF N Y'S OFFICE
Date://
By:
Aaron C Harp
City Attorney
ATTEST:
Date:
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California "njcyM1�orporation
Date:
By:_ 1-----
Scott Poster
Fire Chief
CONTRACTOR: Lauren K. Lee, a sole
proprietor
Date: / p
10 By: A—, �7
Lauren K. Lee
Sole proprietor
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
Lauren K. Lee Page 12
EXHIBIT A
SCOPE OF SERVICES
As this is an on-call agreement, the City makes no guarantees to Contractor regarding
any minimum number of hours that Contractor shall be retained to provide training
services. Prior to the commencement of training, Contractor shall submit to the City the
training topic, a list of days encompassing each training course, the number of hours of
each training day and the total amount to be compensated. Training shall not
commence unless authorized by the City.
1. CONTRACTOR RESPONSIBILITIES/PROVISIONS
Contractor shall:
1.1 Develop and present Emergency Medical Services (EMS) -related education
programs and materials compliant with the City of Newport Beach Fire
Department's continuing education program and Orange County EMS Agency
policies and procedures.
1.1.1 Education programs and materials may be developed by the City and
Contractor will be relied upon to present said programs and
materials;
1.1.2 Contractor may be called upon by the City to develop education
programs and materials. In these instances the City must approve
any programs and materials before they are to be presented;
1.2 Participate in the provision of basic Emergency Medical Technician (EMT)
and paramedic training programs;
1.3 Assist in the development and implementation of Continuous Quality
Improvement (CQI) programs;
1.4 Participate in field observation ride-alongs for the purpose of education and
training needs analyses;
1.5 Establish classes and CQI service programs in accordance with schedules
approved by the City;
1.6 Shall be responsible for providing any and all necessary training equipment
and supplies. With authorization from the City, Contractor may utilize City -
owned equipment and supplies available at the designated training location.
Contractor shall not be reimbursed for the purchase of any equipment or
supplies; and
1.7 Training shall be conducted at a location designated by the City.
2. LICENSE AND CERTIFICATION REQUIREMENTS
Through the term of this Agreement, Contractor shall maintain the following license
and certification:
2.1 California's Registered Nurse License; and
American Heart Association (AHA) Basic Life Support (BLS) Provider Certification
Lauren K. Lee Page A-1
EXHIBIT B
SCHEDULE OF BILLING RATES
Contractor shall provide the training services described in Exhibit A and be
compensated in the amount of Fifty Dollars and 00/00 ($50.00), per training hour.
For purposes of this agreement, a "training hour' shall be defined as sixty (60) minutes
of actual training time, excluding lunch breaks and other breaks. Lunches and breaks
shall be determined and mutually agreed upon by the City and Contractor.
Lauren K. Lee Page B-1
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Contractor's indemnification of City, and
prior to commencement of Work, Contractor 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. Contractor
agrees to provide insurance in accordance with requirements set forth here. If
Contractor uses existing coverage to comply and that coverage does not meet
these requirements, Contractor 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. Contractor 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.
Contractor shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its officers, agents,
employees and volunteers.
B. General Liability Insurance. Contractor 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. Contractor 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 Contractor
arising out of or in connection with Work to be performed under this
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.
Lauren K. Lee Page C-1
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 elected or appointed officers, agents, officials, employees
and volunteers or shall specifically allow Contractor or others providing
insurance evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Contractor hereby waives its own right of
recovery against City, and shall require similar written express waivers
from each of its subcontractors.
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 and its officers, officials, employees, and agents 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:
A. Evidence of Insurance. Contractor 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 any time.
B. City's Riqht 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 Contractor sixty (60) calendar days advance
written notice of such change. If such change results in substantial
additional cost to Contractor, City and Contractor may renegotiate
Contractor's compensation.
C. Enforcement of Agreement Provisions. Contractor acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Lauren K. Lee Page C-2
Contractor 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
Contractor maintains higher limits than the minimums shown above, the
City requires and shall be entitled to coverage for higher limits maintained
by the Contractor. Any available insurance proceeds in excess of the
specified minimum limits of insurance and coverage shall be available to
the City.
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 Contractor or any subcontractor
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 Contractor'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 Contractor or
reimbursed by Contractor upon demand.
G. Timely Notice of Claims. Contractor shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Contractor'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. Contractor's Insurance. Contractor 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.
Lauren K. Lee Page C-3
CERTIFICATE OF INSURANCE
CHECKLIST
City of Newport Beach
This checklist is comprised of requirements as outlined by the City of Newport Beach.
Date Received: 5/28/15 Dept./Contact Received From: Angela
Date Completed: 6/24/15 Sent to: Angela By: Renee/Alicia
Company/Person required to have certificate: Lauren Lee
Type of contract: All Other
I. GENERAL LIABILITY
EFFECTIVE/EXPIRATION DATE: 12/01/14 to 12/01115
A. INSURANCE COMPANY: American Casualty Company of Reading PA
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? 1,000,000/2,000,000
E. ADDITIONAL INSURED ENDORSEMENT-please attach ❑ Yes ❑ No
N/A F. PRODUCTS AND COMPLETED OPERATIONS(Must
include): Is it included? (completed Operations status does
not apply to Waste Haulers or Recreation) ❑ Yes ❑ No
N/A 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: 5/07/15 TO 11/07/15
A. INSURANCE COMPANY: USAA Casualty 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 $11M min. BI &PD and $500,000
UM, $2M min for Waste Haulers): What is limits provided? 100/300/100
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: ❑ N/A ®Yes ❑ No
III. WORKERS'COMPENSATION
EFFECTIVE/EXPIRATION DATE: EXEMPT
A. INSURANCE COMPANY:
B. AM BEST RATING (A- : VII or greater):
C. ADMITTED Company(Must be California Admitted): ❑ Yes ❑ No
D. WORKERS' COMPENSATION LIMIT: Statutory ❑ Yes ❑ No
E. EMPLOYERS' LIABILITY LIMIT(Must be$1M or greater)
F. WAIVER OF SUBROGATION (To include): Is it included? ❑Yes ❑ No
G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: ❑ N/A ®Yes ❑ No
H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No
ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED
IV. PROFESSIONAL LIABILITY
® N/A ❑ Yes ❑ No
V POLLUTION LIABILITY
® N/A ❑ Yes ❑ No
V BUILDERS RISK
® N/A ❑Yes ❑ No
HAVE ALL ABOVE REQUIREMENTS BEEN MET? ®Yes ❑ No
IF NO,WHICH ITEMS NEED TO BE COMPLETED?
Approved:
6/24/15
Agent of Alliant Insurance Services Date
Broker of record for the City of Newport Beach
---- ---- -- -------- --------- -- -- ---------- --------
RISK
------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 if unable to provide orimary/non-contributory endorsement.
Shen approves use of personal auto limits and approves malpractice coverage without primary/non-contributory
on 6-23-15.
Approved:
Risk Management Date
* Subject to the terms of the contract.
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 /5 day of #all 20%f at Newport Beach,
California..
Si ii/�� �t7 lav
(Contractor's Signature)
La urerl I ee.,
(Print Contractor's name and title)