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HomeMy WebLinkAboutC-7566-2 - Agreement Regarding Supervised Filed Experience Training for EMS Program Trainees2 15 AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH, AND r OCEMT CORP DBA ORANGE COUNTY EMERGENCY MEDICAL TRAINING AND U EDCUATION, REGARDING SUPERVISED FIELD EXPERIENCE TRAINING FOR EMS PROGRAM TRAINEES THIS AGREEMENT ("Agreement") is made and entered into as of this 1st day of July 2022 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and OCEMT CORP, a California corporation, doing business as ORANGE COUNTY EMERGENCY MEDICAL TRAINING AND EDUCATION ("College"), whose address is 26429 Rancho Parkway South, Suite #150, Lake Forest, California 92630, 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. College maintains an Emergency Medical Services Program ("EMS Program") for students studying in the fields of Emergency Medical Technician Basic, Emergency Medical Technician Intermediate, and Emergency Medical Technician Paramedic ("Trainees"). C. The EMS Program has certain requirements for Trainees to gain supervised field experience while enrolled in the EMS Program. D. The City, through its Fire Department, supplies emergency medical services to the community which lends the City, through its Fire Department, to the provision of supervised field experience for Trainees of the EMS Program. E. College desires that City provide supervised field service experience for the College's EMS Program Trainees. ("Training"). F. The City shall retain complete authority and control for fire protection, disaster preparedness and response, fire prevention, rescue, hazardous materials mitigation, technical rescue response, emergency medical services, public service assists, and all other duties and responsibilities delegated to the City's Fire Department (hereinafter called "Fire Services"). G. Trainees shall be restricted from performing any Fire Services that are not EMS Program related. H. The Training will provide Trainees with observation opportunities of the day to day responsibilities of the City's Fire Department as well as provide the required hours and field experience in emergency medical patient care in accordance with the pertinent sections of Division 9 of Title 22 of the California Code of Regulations and Division 2.5 of the California Health and Safety Code. The City will retain ultimate responsibility at all times for the care of all patients receiving emergency medical services treatment. 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, 2027, unless terminated earlier as set forth herein. 2. TRAINING City and College acknowledge that the above Recitals are true and correct and are hereby incorporated by reference. The parties agree to diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Work" or "Services"). In the event of a conflict between, on the one hand, the Services, the needs of the EMS Program, the Training, or the Trainees, and on the other hand, the City's authority, control, responsibility, and duty to provide emergency services to the community, the latter shall supersede and control. 3. TIME OF PERFORMANCE 3.1 The Services shall be performed in a diligent and timely manner. The failure of either party to perform the Services in a diligent and timely manner may result in termination of this Agreement by the other party. 3.2 Notwithstanding the foregoing, City and College shall not be responsible for delays due to causes beyond City's or College'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. 4. COMPENSATION 4.1 Neither party shall be entitled to receive any compensation from the other party arising out of this Agreement. 5. PROJECT MANAGER 5.1 College 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. College has designated Corey Gremel to be its Project Manager. College 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 OCEMT CORP Page 2 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 College, at the sole discretion of City, shall remove from the Training any of its personnel, Trainees, or agents assigned to the Training upon written request of City. 6. ADMINISTRATION This Agreement will be administered by the City's Fire Department. Fire Department's Administrative Manager or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 8. STANDARD OF CARE 8.1 All of the Services to be performed by College shall be performed by College or under College's supervision. College represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards. All Services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. College shall conform to the requirements of this Agreement and all applicable federal, state and local laws and the professional standard of care. 8.2 College represents and warrants to City that it has, shall obtain, and shall keep in full force in 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 College to practice its profession. 7. HOLD HARMLESS 7.1 To the fullest extent permitted by law, College 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"), and which relate (directly or indirectly) to the negligence, recklessness, or willful misconduct of the College, or its Trainees, principals, officers, agents, employees, vendors, suppliers, subconsultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them. 7.2 Notwithstanding the foregoing, nothing herein shall be construed to require College to indemnify the Indemnified Parties from any Claim arising from the sole OCEMT CORP Page 3 negligence, active negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the College. 8. INDEPENDENT CONTRACTOR 8.1 It is understood, acknowledged, and agreed that neither party is an agent or employee of the other party. The manner and means of conducting the Work are under the control of each respective party, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to constitute approval for one party's employees or agents to be the agents or employees of the other party. Each party shall have the responsibility for and control over the means of performing its Work, provided that it is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give one party the right to direct the other party as to the details of performance, or to exercise a measure of control over the other party's Work, shall mean only that the other party shall follow the desires of the first party with respect to the results of the Services. No civil service status or other right of employment shall accrue to the College, its Trainees, employees, officers, volunteers, or agents. 8.2 The Parties agree that the Trainees and staff of the College participating in the Training are not employees or agents of the City, nor shall they become employees or agents of the City by virtue of their participation in the Training, but shall be subject to and shall abide by all City rules, regulations, and policies, including, but not limited to: those governing professional conduct, confidentiality, discrimination, affirmative action, substance abuse, and Blood Borne Pathogen Control Plan. In the event a Trainee fails or refuses to do so, the City reserves the right to deny the use of its facilities and services by such Trainee. 8.3 For purposes of this Agreement, College agrees that Trainees shall be considered agents of College. 8.4 College agrees and acknowledges that no Trainee engaging in Training pursuant to this Agreement shall: work full-time for more than six (6) months; work regular part-time service of at least an average of twenty (20) hours per week for one year or longer; work nine hundred sixty (960) hours in any fiscal year; or already be a CalPERS member. 8.5 Trainees engaging the in the Training must submit to and pass a criminal background investigation by providing a complete set of fingerprints to City prior to commencing or performing Training. College is required to submit any fees for the criminal background investigation according to the City's most current administrative fee schedule or successor document. Fingerprints may be required to be updated every five (5) years. OCEMT CORP Page 4 9. COOPERATION College 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 Training. City agrees to cooperate with the College in the Training. 10. CITY POLICY College shall discuss and review all matters relating to policy and Training direction with City's Project Administrator in advance of all critical decision points in order to ensure the Training proceeds in a manner consistent with City goals and policies. 11. PROGRESS College is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Training, activities performed and planned, and any meetings that have been scheduled or are desired. 12. INSURANCE Without limiting College's indemnification of City, and prior to commencement of Work, College 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 B, and incorporated herein by reference. 13. 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 the other party. 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 College, or of the interest of any general partner or joint venturer or syndicate member or cotenant if College is a partnership or joint -venture or syndicate or co -tenancy, which shall result in changing the control of College. 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. 14. OWNERSHIP OF DOCUMENTS 14.1 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 College, its Trainees, 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 compensation to College or any other party. Additionally, all material posted in cyberspace by College, its Trainees, OCEMT CORP Page 5 its officers, employees, and agents, 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 compensation to College or any other party. College shall, at College's expense, provide such Documents, including all logins and password information to City upon prior written request. 14.2 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. 15. 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. College, its Trainees, principals, officers, employees, and agents must abide by all federal, state, and local laws pertaining to patient privacy. 16. INTELLECTUAL PROPERTY INDEMNITY College 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 College's Documents provided under this Agreement. 17. NON -EXCLUSIVITY Nothing herein is intended nor shall be construed as creating any exclusive arrangement between the parties. This Agreement shall not restrict the parties from entering into agreements for similar, equal, or like services from other entities or sources. 18. CONFLICTS OF INTEREST 18.1 College or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et sea., which (1) require such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibit such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 18.2 If subject to the Act and/or Government Code §§ 1090 et seq., College shall conform to all requirements therein. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. College shall indemnify and hold harmless City for any and all claims for damages resulting from College's violation of this Section. OCEMT CORP Page 6 19. NOTICES 19.1 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. 19.2 All notices, demands, requests or approvals from College to City shall be addressed to City at: Attn: Administrative Manager Fire Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 19.3 All notices, demands, requests or approvals from City to College shall be addressed to College at: Attn: Corey Gremel OCEMT CORP 26429 Rancho Parkway South, Suite 150 Lake Forest, CA 92630 20. TERMINATION 20.1 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. 20.2 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 College. On the effective date of termination, College shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. OCEMT CORP Page 7 21. STANDARD PROVISIONS 21.1 Recitals. City and College acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 21.2 Compliance with all Laws. College 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 Training requirements and standards prepared by College 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. 21.3 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. 21.4 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. 21.5 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. 21.6 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. 21.7 Amendments. This Agreement may be modified or amended only by a written document executed by both College and City and approved as to form by the City Attorney. 21.8 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. 21.9 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. 21.10 Equal Opportunity Employment. College 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, OCEMT CORP Page 8 ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 21.11 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. 21.12 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] OCEMT CORP Page 9 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 0;- 0- By - Aaron C. Harp jn�•W.ti City Attorney ATTEST: ��Y �� �l� Date: CITY OF NEWPORT BEACH, a California municipal corporation Date: By: _ in —' Gr . Leung anager COLLEGE: OCEMT CORP, a California corporation, doing business as ORANGE COUNTY EMERGENCY MEDICAL TRAINING AND EDUCATION Date: 11 �,�',,,''11 Signed in Counterpart By: O �/VWd - By: Leilani I. Brown Corey Gremel City Clerk �EWP�R Chief Executive Officer and Chief T Financial Officer O c4 m z - a U_ S [END OF SIGNATURES] C'"/-IF0RN�P Attachments: x ibit A — Scope of Services Exhibit B — Insurance Requirements OCEMT CORP Page 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: Aaron C. Harp X141J City Attorney ATTEST: Date: Leilani I. Brown City Clerk Attachments CITY OF NEWPORT BEACH, a California municipal corporation Date: El Grace K. Leung City Manager COLLEGE: OCEMT CORP, a California corporation, doing business as ORANGE COUNTY EMERGENCY MEDICAL TRAINING AND EDUCATION Date: By: _490-1- Corey Gremel Chief Executive Officer and Chief Financial Officer [END OF SIGNATURES] Exhibit A — Scope of Services Exhibit B — Insurance Requirements OCEMT CORP Page 10 EXHIBIT A SCOPE OF SERVICES College shall: • Assume full responsibility for the training, preparation, and qualification of instructors for positions in EMS Program. • Be responsible for the development organization and implementation of the EMS Program curriculum under the direction of a qualified EMS Program Director. • Select test and supervise the Trainees admitted to the EMS Program at the time of admittance and throughout the period of time prescribed for the Trainee's completion of the EMS Program. • Provide certified instructors to teach all prescribed courses in the EMS Program, including any instruction or training which may be carried on or at the City. The instructors and the Director of the EMS Program shall be named, appointed, and assigned by the College in accordance with its established procedures for employment of instructional personnel. • Require each instructor participate in an orientation conducted by the City. Such orientations shall be scheduled through mutual agreement of the College and the City. • Provide all instructional supplies and equipment as needed for the EMS Program, except those which the City hereinafter specifically agrees to provide. • Provide administrative functions, including admission, counseling, scheduling, attendance, accounting, and achievement records in connection with the EMS Program. • Furnish copies of class schedules and Trainee rotation assignments to the City, prepared by the EMS Program Director after consultation with the City. • Provide documentation confirming that the EMS Program meets national standards and is an accredited program through the Commission on Accreditation of Allied Health Education Programs (CAAHEP) and the Committee on Accreditation of Educational Programs for Emergency Medical Services Professions (CoAEMSP). • Provide City a copy of the Emergency Notification Form for each Trainee prior to that Trainee's participation in the Training. • Not use the Official Seal of the City of Newport Beach, as defined in Newport Beach Municipal Code Chapter 1.16, without prior consent of the Newport Beach City Council. OCEMT CORP Page A-1 The City shall: • The cooperation and supervision of the City to help aid in the successful completion of the EMS Program by the Trainees assigned to the City. • As broad an experience as possible with opportunities for observation and participation involving day to day responsibilities of emergency medical patient care through the program offered by the City. • Retain complete control and responsibility of victim/patient care as well as supervision and oversight of Trainee participation at all times. Should emergency treatment be necessary for Trainees in the event of accident or sudden illness, while placed on a City unit shift, the cost of such treatment shall be covered by the Trainee. It will be the duty and obligation of the College to ensure that a claim is properly filed with the College's Risk Management Department. Irrespective of any insurance carried by College for the benefit of City, and to the fullest extent permitted by law, College shall indemnify, defend, assume all responsibility for, and hold harmless City, its elected or appointed officers, agents, officials, employees, and volunteers (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, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a "Claim" and, collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to the Training conducted under this Agreement or the implementation hereof and for any damages to property or injuries to persons, including accidental death, which may be in any way related to or caused by any of College's or Trainees' activities under this Agreement, whether such activities or performance thereof be (i) by College, or (ii) College's Trainees or agents and whether such damage shall accrue or be discovered before or after termination of this Agreement. College's indemnification of Indemnified Parties shall extend to any claims made by College's Trainees against City due to an occurrence which directly or indirectly related to the Trainee's participation in the Training Program. Notwithstanding the foregoing, nothing herein shall be construed to require College to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties or by City's failure to comply with the terms and conditions of this Agreement. Nothing in this indemnity shall be construed as authorizing any award of attorney's 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 College. The parties agree that the standards of the EMS Program shall be maintained at a level equal to or exceeding those required by the State of California as outlined in Chapter 3, Division 9, Title 22 of the California Code of Regulations. OCEMT CORP Page A-2 The Parties agree that the Trainees and staff of the College participating in the EMS Program are not employees or agents of the City, nor shall they become employees or agents of the City by virtue of their participation in the EMS Program, but shall be subject to and shall abide by all City rules, regulations, and policies, including, but not limited to: those governing professional conduct, confidentiality, discrimination, affirmative action, substance abuse, and Blood Borne Pathogen Control Plan. In the event a Trainee fails or refuses to do so, the City reserves the right to deny the use of its facilities and services by such Trainee. Each Trainee in the EMS Program, prior to beginning field training with the City, shall have on file, documentation of health status with the College EMS Program Director including: documentation of negative Tuberculosis test within the previous year, and current Hepatitis B vaccination. This documentation shall be provided to City upon request. The number of Trainees participating in the EMS Program who are assigned to the City shall be determined by mutual agreement of the Parties. Per Division 9 of Title 22 of the California Code of Regulations; no more than one (1) Trainee, of any level, shall be assigned to a response vehicle at any one time during the Trainee's field training. Trainees are not authorized to drive any City vehicle, but may ride in such vehicles during their participation in this program when driven by a City employee. Prior to participating in the program, Trainees must sign the Newport Beach Fire Department Ride -Along Program Passenger Waiver, which shall cover all rides taken by the Trainee during his or her participation in the Training. Should a Trainee refuse to sign the Newport Beach Fire Department Ride -Along Program Passenger Waiver, he or she shall be denied approval to participate in the Training under this Agreement. A strict code of confidentiality of victim/patient information shall be maintained by all participants in the EMS Program. • Trainees will sign a Statement of Confidentiality as part of the Orientation. This signature binds the Trainee to maintain patient confidentiality throughout the field experience. No copies of patient records shall be made, and no records or copies thereof shall be removed from the City. • The discussion, transmission, or narration in any form by Trainees of any individually identifiable client/patient information, medical or otherwise, obtained in the course of the EMS Program is forbidden. Trainees shall use de -identified information only in any discussions about the clinical experience with the College, its employees, or agents as a necessary part of the practical experience. • In the event of an individual's failure to comply with the confidentiality requirements states herein, or his/her refusal to enter into a confidentiality agreement hereinafter required to be entered into with the City's resources, OCEMT CORP Page A-3 as applicable, he or she shall be denied approval to participate under this Agreement. The College employees, agents, and Trainees accessing City resources hereunder shall not discriminate in the provision of services, allocation of benefits, accommodation in facilities, or employment of personnel on the basis of race, religion, medical condition, disability, marital status, sex, age, or sexual orientation and shall comply with all other requirements of law regarding nondiscrimination and affirmative action including those laws pertaining to the prohibition of discrimination against qualified handicapped persons in all programs or activities. For the purposes of this Agreement, distinction on the grounds of race, religion, medical condition, disability, marital status, sex, age, or sexual orientation include, but not limited to, the following: • Denying an eligible person or providing to an eligible person any service or benefit which is different, or is provided in different manner or at a different time from that provided to other eligible persons under this Agreement; • Subjecting an eligible person to segregation or separate treatment in any manner related to his/her receipt of any service or benefit, except when necessary for infection control; • Restricting an eligible person in any way in the enjoyment of any advantage or privilege enjoyed by others receiving a similar service or benefit; • Treatment of an eligible person differently from others in determining whether he/she has satisfied any eligibility, membership, or other requirement or condition which individuals must meet in order to be provided the same or similar service or benefit; • The assignment of times or places for the provision of services on the basis of race, religion, medical condition, disability, marital status, sex, age or sexual orientation of the eligible person to be served. OCEMT CORP Page A-4 EXHIBIT B INSURANCE Provision of Insurance. Without limiting College's indemnification of City, and prior to commencement of services, College 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. College agrees to provide insurance in accordance with requirements set forth here. If College uses existing coverage to comply and that coverage does not meet these requirements, College 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. College 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. College shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its City Council, boards and commissions, officers, agents, volunteers, and employees. B. General Liability Insurance. College 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, three million dollars ($3,000,000) 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). Sexual abuse/molestation coverage shall be included under Commercial OCEMT CORP Page B-1 General Liability or obtained in a separate policy with a limit no less than $1,000,000 per occurrence and $3,000,000 in the aggregate. C. Automobile Liability Insurance. College 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 College arising out of or in connection with activities 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. D. Professional Liability (Errors & Omissions) Insurance. College shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($2,000,000) per occurrence and four million dollars ($4,000,000) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and College agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which College performs the Project and/or Services contemplated by this Agreement or shall specifically allow College or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. College hereby waives its own right of recovery against City, and shall require similar written express waivers from its participating students. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which College performs the Project and/or Services contemplated by this Agreement shall be included as insureds under such policies. OCEMT CORP Page B-2 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. College shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, College shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving College sixty (60) calendar days' advance written notice of such change. If such change results in substantial additional cost to College, City and College may renegotiate College's compensation. C. Right to Review Subcontracts. College agrees that upon request, all agreements with subcontractors or others with whom College enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees. College shall require and verify that all subcontractors maintain insurance meeting all the requirements stated OCEMT CORP Page B-3 herein, and College shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format at least as broad as CG 20 38 04 13. D. Enforcement of Agreement Provisions. College acknowledges and agrees that any actual or alleged failure on the part of City to inform College of non- compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. E. 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 College maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the College. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. F. 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. G. City Remedies for Non -Compliance. If College or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend College's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by College upon demand. H. Timely Notice of Claims. College shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from College's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. OCEMT CORP Page B-4 College's Insurance. College 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. OCEMT CORP Page B-5 City of Newport Beach Insurance Compliance PO Box 100085 - FV Duluth, GA 30096 November 14, 2022 Orange County Emergency Medical Training 26429 Rancho Parkway South Suite 15 Lake Forest, CA 92630 Reference Number: FV00000775 This Account has moved from non -compliant to COMPLIANT status and currently in compliance for certificate of insurance requirements. As of the date above, your insurance meets City of Newport Beach insurance requirements. We appreciate your efforts and those of your insurance agent in working with our insurance representatives. Please call us at (951) 766-2285 if you have any questions. Sincerely, City of Newport Beach Compliant Notice [CA1]