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HomeMy WebLinkAboutC-6251(A) - PSA for Air Track Management and Transition Fire Attack Training rS r.l PROFESSIONAL SERVICES AGREEMENT WITH ADVANCED FIRE CONTROL FOR AIR TRACK MANAGEMENT AND TRANSITION FIRE ATTACK TRAINING THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement') is made and entered into as of this 10th day of August, 2015 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("Newport Beach"), the CITY OF COSTA MESA, a California municipal corporation ("Costa Mesa"), (hereinafter collectively referred to as "Cities') 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. Newport Beach is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to cant' on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. Cities desire to engage Consultant to provide air track management and transitional fire attack training to City of Newport Beach and City of Costa Mesa Fire Operations Staff("Project'). C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. Cities have solicited and received a proposal from Consultant, have 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. E. Newport Beach shall act as the administrator of the Agreement; however, Consultant shall invoice Cities separately for their respective allocation in accordance with the provisions of Section 4. 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 December 31, 2015, 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"). Cities may elect to delete certain Services within the Scope of Services at their 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 Cities. 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 The total cost of the Project shall not exceed Twenty-Seven Thousand Six Hundred and Twelve Dollars and 00/100 ($27,612.00) and will be shared by Cities as set forth herein. 4.2 Newport Beach 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 Eighteen Thousand Four Hundred and Eight Dollars and 00/100 ($18,408.00), without prior written authorization from Cities. No billing rate changes shall be made during the term of this Agreement without the prior written approval of Cities. 4.3 Costa Mesa 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 Advanced Fire Control Page 2 Thousand Two Hundred and Four Dollars and 00/100 ($9,204.00), without prior written authorization from Cities. No billing rate changes shall be made during the term of this Agreement without the prior written approval of Cities. 4.4 Consultant shall submit separate monthly invoices to both Cities 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. Cities shall pay Consultant no later than thirty (30) calendar days after approval of the monthly invoice by City's staff. 4.5 Cities 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 Cities. 4.6 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of Cities. As used herein, "Extra Work" means any Work that is determined by Cities 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. 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 Cities 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 Cities. 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 Cities, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of Cities. 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 Cities, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City's staff. The Project Manager's cellular phone number shall be provided to Cities. Advanced Fire Control Page 3 6. ADMINISTRATION This Agreement will be administered by the Newport Beach Fire Department. Newport Beach's Administrative Manager or designee shall be the Project Administrator and shall have the authority to act for Cities under this Agreement. The Project Administrator shall represent Cities in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. RESERVED 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 the highest professional standards. All Services shall be performed by qualified and experienced personnel who are not employed by Cities. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and the highest professional standard. 8.2 Consultant represents and warrants to Cities 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 Cities to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by Cities, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless Cities, its City Councils, 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 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, Advanced Fire Control Page 4 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. 10. INDEPENDENT CONTRACTOR It is understood that Cities retain Consultant on an independent contractor basis and Consultant is not an agent or employee of Cities. 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 Cities. 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 Cities 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 Cities with respect to the results of the Services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with Newport Beach's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. Cities agree to cooperate with the Consultant on the Project. 12. CITIES POLICY Consultant shall discuss and review all matters relating to policy and Project direction with Newport Beach's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with Cities 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. Advanced Fire Control Page 5 14. INSURANCE Without limiting Consultant's indemnification of Cities, 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 Cities. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or 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 Cities, if any, to perform Work on this Project are identified in Exhibit A. Consultant shall be fully responsible to Cities for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between Cities and any subcontractor nor shall it create any obligation on the part of Cities to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. Cities are intended beneficiaries of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and Cities. 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 Cities. 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 Cities , and Cities 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 Cities, and Cities shall have the sole right to use such materials in its discretion without further Advanced Fire Control Page 6 compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents, including all logins and password information to Cities upon prior written request. 17.2 All written documents shall be transmitted to Cities 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 Cities expressly authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY Consultant shall defend and indemnify Cities, 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 Cities, 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 Cities 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 Cities 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 their respective 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 Cities earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. Advanced Fire Control Page 7 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 Cities 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 borne by Consultant. Nothing in this Section is intended to limit Cities rights under the law or any other sections of this Agreement. 23. CITIES RIGHT TO EMPLOY OTHER CONSULTANTS Cities reserve 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 Cities. Consultant shall indemnify and hold harmless Cities 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 Newport Beach shall be addressed to Newport Beach at: Attn: Angela Crespi, 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 Consultant to Costa Mesa shall be addressed to Costa Mesa at: Advanced Fire Control Page 8 Attn: Dan Stefano, Fire Chief Fire Department City of Costa Mesa 77 Fair Drive Costa Mesa, CA 92626 25.4 All notices, demands, requests or approvals from Cities to Consultant shall be addressed to Consultant at: Attn: Timothy Adams Advanced Fire Control 10472 Kamuela Drive Huntington Beach, CA 92646 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 Cities, 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 Cities 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 Cities 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, Cities 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, Cities 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 Cities all reports, Documents and other information Advanced Fire Control Page 9 developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. STANDARD PROVISIONS 28.1 Recitals. Cities 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 Cities. 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 Cities and approved as to form by their City's respective 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. Advanced Fire Control Page 10 28.10 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 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 11 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S QFFICE Date: /6 / By: C ff-L Aa on . Harp City Attorney, Newport Beach ATTEST: PO Date: J Z rgLI FORS By: Leilani I. Brown City Clerk, Newport Beach APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: Tom Duarte City Attorney, Costa Mesa ATTEST: Date: in CITY OF NEWPORT BEACH, a California m nicipal corporation Date: I fit, l Chip Duncan Acting Fire Chief CONSULTANT: Advanced Fire Control, a California corporation Date: By: Timothy Adams Chief Executive Officer/President CITY OF COSTA MESA, a California municipal corporation Date: Bv: Dan Stefano Fire Chief Brenda Green City Clerk, Costa Mesa [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Advanced Fire Control Page 12 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTO�NEY'S ?,F-FICE Date: / By: Aaf on . Harpy' City Attorney, Newport Beach CITY OF NEWPORT BEACH, a California municipal corporation Date:—,,. j _ fd /. Bv:..' - - Chip Duncan Acting Fire Chief ATTEST: CONSULTANT: Advanced Fire Control, a Date.: Califomia corporation Date: %/I";-/ -:.- i 0 Leilani I. Brown City Clerk, Newport Beach APPROVED AS TO FORM: CITY ATTORNE'Y'S OFFICE Date: By: Tom Duarte City Attorney, Costa Mesa ATTEST: Date: Y: L'S- � � i Timothy Adams Chief Executive Officer/President C17YOF COSTA MESA, a California municipal corporation Date: By: Dan Stefano Fire Chief Brenda Green City Clerk, Costa Mesa [END OF SIGNATURES] Attachments: Exhibit A - Scope of Services Exhibit B - Schedule of Billing Rates Exhibit C - Insurance Requirements Advanced Fire Control ------------------,-- page 1 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S ��FICE Date: Y/6 / , : BYC -L Aa on . Harp City Attorney, Newport Beach ATTEST: Date: By: Leilani I. Brown City Clerk, Newport Beach APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: tS 13115 By. ( ( Tom Duajtd City Attorney, Costa Mesa ATTPcr• . Da c CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Chip Duncan Acting Fire Chief CONSULTANT: Advanced Fire Control, a California corporation Date: By: Timothy Adams Chief Executive Officer/President CITY OF COSTA MESA, a California municipal corporation Date: P�'/ r '7,/ 4J Brenda Green u City Clerk, Costa Mesa Fire Chief [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Advanced Fire Control Page 12 EXHIBIT A SCOPE OF SERVICES Contractor shall provide Air Track Management and Transitional Fire Attack training for Fire Operations staff from the City of Newport Beach and the City of Costa Mesa. Training shall meet the following criteria: 1. In-Service Training: Lecture Series 6 Day — AM / PM format/ 12 sessions - 3.5 hours per session Training includes twelve (12) sessions of lecture that are approximately 3.5 hours in duration. The facilitation will be based on the requested topics that break down the studies and data provided by NIST, UL, and our modern updates in fire behavior. It will be correlated in to real world application during fire ground operations in the months to come. 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 mitigation. Lecture 1: ATM — 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. It does not matter if you are a firefighter or the Incident Commander. Team efforts, coordination and choreographed tasks under good communication is the demanded management style; this is achieved through knowledge and emotion control as a leader. Lecture 2: Transitional Fire Attack — will provide firefighters the 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, understanding 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. 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. Advanced Fire Control Page A-1 Daily Operation/Didactic: AM Session Travel to facility 0745-0830 Set up and preparation /Administrative / Introductions 0830-1200 Air Track Management /Transitional Fire Attack Lectures 1200-1300 Lunch PM Session 1300-1630 Air Track Management /Transitional Fire Attack Lectures Travel to home base Didactic Services: All student handouts, learning materials, printing, CD burning, electronic storage devices, notebooks, facility contracts, and insurance can be provided and are managed by Advanced Fire Control, LLC., 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 in-class lectures shall be held at Fire Station No. 7 (20401 Acacia Street, Newport Beach), unless otherwise directed by Cities. 2. Introduction to Air Track Management and Transitional Fire Attack 6 Day—AM / PM format / 12 sessions— 3 hour per session Training includes six (6) sessions of lecture that are approximately 3 hours in duration. The facilitation will be based on the re-enforcement of the didactic lecture series 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— 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 Advanced Fire Control Page A-2 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 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 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. Daily Operation/Manipulative: AM Session Travel to facility 0730-0830 Set up and preparation / Administrative / Introductions 0830-0900 NFPA 1403 walk through / Safety Briefing 0900-0945 Exercise 1 ATM Exterior Observation 0945-1030 Exercise 2 ATM Interior Observations 1030-1200 Exercise 3 Live Fire Attacks - Debrief/ Lessons Learned after each exercise PM Session 1300-1330 NFPA 1403 walk through / Safety Briefing 1330-1415 Exercise 1 ATM Exterior Observation 1415-1500 Exercise 2 ATM Interior Observations 1500-1630 Exercise 3 Live Fire Attacks - Debrief/ Lessons Learned after each exercise 1630-1730 Drill ground preparation and clean up Travel to home base Manipulative Services: All learning materials, facility contracts, and insurance can be provided and are managed by Advanced Fire Control, LLC., 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 IAP's, site maps, 214's, 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. The manipulative series will be held at the North Net Training Campus in the City of Anaheim. It will be the responsibility of the participating agencies to secure the facilities. Advanced Fire Control Page A-3 EXHIBIT B SCHEDULE OF BILLING RATES The total cost of the training course is $27,612.00 and will be shared by the City of Newport Beach and the City of Costa Mesa. The City of Newport Beach will be responsible for $18,408.00 and the City of Costa Mesa will be responsible for $9,204.00. The City of Newport Beach will be responsible for: $18,408.00; The City of Costa Mesa will be responsible for: $ 9,204.00 TOTAL: $27,612.00 Advanced Fire Control will invoice each agency separately for their respective allocation. Advanced Fire Control Page B-1 EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1 . Provision of Insurance. Without limiting Consultant's indemnification of Newport Beach and Costa Mesa (hereinafter collectively referred to as "Cities") 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 Cities. 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 Cities' Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Consultant shall submit to Newport Beach, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of Cities, its officers, agents, employees and volunteers. 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 Agreement, including coverage for any owned, hired, non-owned or rented Advanced Fire Control Page C-1 vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. 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 Cities, its elected or appointed officers, agents, officials, employees and volunteers 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 Cities, 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 Cities 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 Cities. D. Notice of Cancellation. All policies shall provide Cities 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. Consultant shall provide certificates of insurance to Cities 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 Cities' Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with Cities at all times during the term of this Agreement. Cities reserve the right to require complete, certified copies of all required insurance policies, at any time. B. Cities' Right to Revise Requirements. Cities 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, Cities and Consultant may renegotiate Consultant's compensation. Advanced Fire Control Page C-2 C. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of Cities to inform Consultant of non-compliance with any requirement imposes no additional obligations on Cities 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 Cities require 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 Cities. E. Self-insured Retentions. Any self-insured retentions must be declared to and approved by Cities. Cities reserve 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 Cities. F. Cities Remedies for Non-Compliance. If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then Cities 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 Cities shall, at Cities' sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. G. Timely Notice of Claims. Contractor shall give Cities 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. Cities 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 Cities. 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-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: 8/11/15 Dept./Contact Received From: Angela Date Completed: 8/12/15 Sent to: Angela By: Chris/Alicia Company/Person required to have certificate: Advanced Fire Control LLC Type of contract: All Other I. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 8/1/15-8/1/16 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$1 M 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 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 II. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 6/21/15-6/21/16 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+ IM 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: ❑ N/A ® Yes ❑ No III. WORKERS'COMPENSATION EFFECTIVE/EXPIRATION DATE: WC Exemption Form signed 6/30/15 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$11M or greater) F. WAIVER OF SUBROGATION (To include): Is it included? ❑ Yes ❑ No G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: ® NIA ❑ Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY ® NIA ❑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: 36-x 8/12/15 Agent of Alliant Insurance Services Date Broker of record for the City of Newport Beach ------------------------------------------------------------------------------------------------------------------------------------ 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: Approved: Risk Management Date * Subject to the terms of the contract. A�a CERTIFICATE OF LIABILITY INSURANCE DATE(MM DDWYY) 7/29/2015 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 endorsement(s). PRODUCER N ACT vine Harkins Firefighter Insurance ServicesPHONE . 323-550-4963 FA% N :323-550-4939 •MAIL ,kharkins@fire£ighterinsuranceservices.coal 915 Colorado Blvd INSURERS AFFORDING COVERAGE NAIC 0 Los Angeles CA 90041 INSURERA12isk Placement SpNscialists INSURED INSURER S; Advanced Fire Control LLC INSURERC: 10472 Ramuela Drive INSURER D: INSURER E: Huntington Beach CA 92646 INSURER F: ]Ed COVERAGES CERTIFICATE NUMBER:CL1572903246 REVISIONNUMBER: 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 D POLICY NUMBER MMUpV EFF POLICY EXP LIMITS COMMERCIAL GENERAL LABILITY EACH OCCURRENCE $ 1,000,000 A CLAIMS-MADE 7 OCCUR DAMAGE EMI TORENTED $ 100,000 IYG420978 8/1/2015 8/1/2016 MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GEN-L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 2,000,000 POLICY JEC F-1 LOC PRODUCTS-COMNOPAGG $ 2,000,000 OTHER: $ AUTOMOBILE LABILITY Ea dent MBINSIN LE LIMIT $ a� ANYAUTO BODILY INJURY(Per person) S ALLOWNED SCHEDULED BODILY INJURY(Peracodent) $ AUTOS AUTOS NONAWNED PROPERTY DAMAGE $ HIREDAUTOS AUTOS Per accident) $ UMBRELLA LIAR HOCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS'LIABIUTY STATUTE ER YIN ANY PROPRIETOWPARTNERIEXECUTIVE E.L.EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? NIA (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ K s,descdbeunder DESCRIPTION OF OPERATIONS be law E.L.DISEASE-POLICY OMIT $ A Professional Liability. IYG420978 8/1/2015 8/1/2016 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 space Is required) The City of Newport Beach, its officers, officials, employees and volunteers and The City of Costa Mesa, its officers, officials, employees and volunteers CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Newport Beach and City Of THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Costa Mesa ACCORDANCE WITH THE POLICY PROVISIONS. 77 Fair Drive Costa Mesa, CA 92626 AUTHORIZED REPRESENTATIVE / l e(/L/ f lyla ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD INS025 r9nldnn 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 1. 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 Contractor Agreement With You 3. Waiver Of Transfer Of Rights Of Recovery Against Others To Us—Automatic Status When Required In Writing In A Contract or 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 II — 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 O 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 11 — 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 m 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 0 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. ACG)Ri .r3� .� . r 4A�t,P�1N1(DD/'ivnt�.- �'✓ '--"-.`- CERTIFICATE LACI t `'i� 4 fiNS ` 1 07;'i012015 THIS CERTIFIC:A' T is 1S IS8?, EO A; A ATTER OF INFORMATION ONLY AND C011.4FPRS IN* RIGHTS UPON THE CERTIFICATE HOLDER- THIS CERTIFICArE DOES iN*T AFFIRPilATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. TH a CER-71FICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT S :I`AJEEiNd THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the cs ifRea#e balder is an ADDITIONAL INSURED, the policy(ies) mus* t:e eruorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions Oi the policy, Certain pONCIBS May require an Bndorsament. A Statement on this certificate does not confer rights t0 the cetiticate holder in lieu of such sndersernent(s). PRODUCER ERIC OPLDAHI . STATE FARM AGENT NAME T ERIC 0PcAHL _ 3548 SEAGATE WAY ST 1.30 (a c NF.Ex1t; 766-9d5-4900 _.------_ u1t��;-7sa� �gss----- SMAIL OCEt;VS{Dt, CA 92058 ADDRESS. SERVICEa.tRIC0i`DAHL.001Vt INSURED - - - —------.—.. Tim Adams 751 Chsdestt)s V11ay Brea CA 92521 COVERAnFS -- --- - –. _. _. - --- .-- INSURERS) AFFORDING COVERAGE MAIC /r _.- _-- 1PlsuM� A _S#ate Farb-Mutuai utomobile Insurailce Comuany_ INSURER B Sts; ar .:_;,eraral insurance Com pan _-- 251x1 INSURER C: INSURER D ( r-0TI9:U'-ATC K111RAMEm. MCvI tvr4 Plumt3t K. THIS IS TO CERTIFY 'HAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED T^ THE INSURED NAMED ABOVE FOR THE POLICY lINDICATED. NO-DIATHSTANDING ANY REQUIREMENT, PERIOD TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO NfHICH 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 NAY HAVE BEEN REDUCED BY PAID CLAIMS. /NSR LTR TYPE OF INSURANCE tADDL':SUBR POLICY cPF POLICY EXPT- -- -- POLICY NUMBER ` GENERAL LIABILITY .MwDI JMINDDP LiMrrS ! I❑ ❑� i I EACH OCCURRENCE g I COMMERCIAL GENERAL LIABILIT`! l �t MAULT6R�F1`P£6—`�--- -- -- MISF tA CDWS-MADE ' OCCIiR Eaeu�atcef t— --- �_ ---..._- --- MED EXP (Any aria person) 13 - - -- - PERSONAL & ADV INJURY i - - - --- ' --- -- GENERAL AGGREGATE ; $ .,E` L •AGGREGATE MI Puca'ER _ -'- - - - - - POLICY Jc C PRODUCTS-COMPIOP.AGO3 � 5 AUTOMOBILE LIAEIL.'TY Tt 9 - r OMHINED SINGLc LIA911 �. L-1 154 9452-f2. 5,.r 06/2' ! o .5 1213'112015 UO BIKED SI $ ANY AUTc _ s I ALL „V/KED :BODILY INJURY {Perpersont 250,000 c.SCHEDULEDIS_ AUTOS „!T -S — -- - BODILY INJURYaccident ! Per ( ). , .. t I HIREDRTOS aL^'OS s 540 000 j PROPERTYOAA1iAGE _ f _ -- _..: ;Per ac�ICentL-- a-- 100,000 >C UMBRELLA L IAB :.X : OCCUR X EXCESS UAB 7749-4630-5 77-f9-463(3-5 05/2?/2015 06/2112016 EACH OCCURRENCE g - 4. 000,000 --- -- AGGREGATE ! 3 1,000,000 i, j DED RGTEn 10Pt S N10RKERS COMIPENSATION $ AND GUIPLOY5RS• UA@IUTV r t N ✓uC STATU- OTH . t Ts tLr sdfnsr�:,—�R ANY PROPRIETOR/PA.RTrlEPJEXEC;;TIVF , ' OFFiCEt.'AEMBEP, EX Cu,DED^ - _ - N ! A. - E L EACH ACCIDENT r5 �, I (Mandatory in NH) {{I yes, deembe under Ij - - - -- -- --- - - --- E.L. DISEASE_ EA EMPLOYES 5 --f ( IPT.-O 7O FF 6a E.L. DISEASE - POUC1' LIMIT ❑i i! i I DEaI,RIP TION OF O?ERAT!OhfS ! LOOATIONS i VEHICLES (Attach ACORD 101. Additional Remnr<s Schedule, if mora space !s required) City of Newport eea h 100 Civic Conner Dr NeWpOrt Seacb CA 92660 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESEiJTAb,PJE li 9 988-201 A€;7F?L� 25 2D1!3fOS) The ACORD name alld logo ars rsglstare?d marks of AC —i — CORPORATION. Ali rights reserved. CITY OF NEWPORT BEACH CERTIFICA'T'E 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 SO day of —\XOrs 20L,at Newport Beach, California.. (Contractor's Si tore) r (Print Contractor's name and title) i i I i