Loading...
HomeMy WebLinkAboutDPREP INC.-2016IN&URANClr ON FILF WORK MAY PSOCE cpn � t A -2Q96,242 'i " AGREEMENT TO PROVIDETRAINING G COURSES AND EXERCISES FOR THE ANAHEIM 1 SANTA ANA URBAN AREA ON AN AS -NEEDED BASIS THIS AGREEMENT is made and entered into this 16th day of August, 2016 by and between D -PREP, Inc. ("Contractor'), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On June 6, 2016, the Santa Ana Police Department ("SAPD") issued Request for Qualifications No. 16-068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security -related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management, B. These courses are in support of the Anaheim/Santa Ana Urban Area ("ASAUA") Homeland Security Regional Training and Exercise Program and will be funded by a grant awarded to the City by the United States Department of Homeland Security's Urban Areas Security Initiative ("UAST) and administered by SAPD, The ASAUA consists of the incorporated cities in Orange County and the police departments of the University of California, Irvine, and Cazfornia State University, Fullerton. C. Through SAPD, the training and exercise programs will be made available to agencies in the ASAUA on an as -needed basis to enhance domestic preparedness for acts of terrorism. D. Contractor submitted a responsive proposal that was among those selected by the City. E, In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES On an as -needed basis, and at the sole discretion of City, Contractor shall conduct the training and/or exercise programs described in Exhibit A to this Agreement. Contractor's proposal is incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply with the technical specifications provided in Section III of RFQ No. 16-068, which are incorporated by reference and attached as Exhibit B. 2. CHANGE ORDERS To maintain flexibility that allows first responders to address emerging and unforeseeable threats, the ASAUA Homeland Security Regional Training acid Exercise Program will utilize a Change Order provision to request other training and exercise courses at the City's request. Change Orders wi]I be used to approve training and/or exercises and can modify the existing scope of work for specialty and other ad - hoe training and exercises on an as needed, basis. Change Orders will be drafted by the UASI Grant Coordinator, reviewed and approved by the Contractor, then forwarded to the Chief of Police and the City Manager for the City of Santa Ana or their designees for approval. 3. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Contractor tinder this Agreement. Contractor shall be paid only for actual services performed under this Agreement (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above -referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RPQ No. 16-068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The tern of this Agreement may be extended for a single (1) one-year period upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire tern of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services, Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single hrnit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C, Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in fiill force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a frilly executed additional insured endorsement. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to famish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City, 8. INDEMNIFICATION Contractor agrees to and shall indemnify, defend, and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligence or willful misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of., or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Contractor's indemnification obligations in this section shall survive expiration of this Agreement. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Contractor under this Agreement. 10. CONFORMITY WITH LAW AND SAFETY In performing any services under this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes, and regulations of governmental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over the scope of services, including all provisions of the California Occupational Safety and Health Act. Contractor shall indeint ify, defend, and hold harmless City from any and all liability, fines, penalties, and consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and regulations. 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable, Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 12. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own in£onnation of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor an obligation of confidentiality; (d) is required to be. disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 13. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with the performance of services specified under this Agreement. 14. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714-647-6956 With courtesy copies to: Brad Hadley, Sergeant UASI Grant Coordinator Homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 To Contractor: D -PREP, LLC 705 East Bidwell, Suite 2-357 Folsom, Ca 95630 A party may change its address by giving notice in writing to the other party. Thereafter, any comrmmication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, comimmication shall be effective or deemed to have been given twenty4bur (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 15. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subj ect matter therein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terns or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terns and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 17. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. Asa condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 19. NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement, Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be detennined and governed by the laws of the State of California. Both parties farther agree that Orange County, California, shall be the venue for any action or proceeding that maybe brought or arise out of, in connection with or by reason of this Agreement. 21. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for wnnination of this Agreement. 22. CERTIFICATIONS a. Debarment and Suspension. Contractor will comply, and all its subcontractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and codified in 2 CFR Part 200. b. Section 504 of the Rehabilitation Act of 1973. All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal fiends recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified disabled person shall, solely by reason of disability be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. Contractor agrees it will ensure that requirements of The Act shall be included in any agreements with and be binding on all of its subcontractors, assignees, or successors. C. Americans with Disabilities Act of 1990 (ADA). Contractor must comply with all requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. d. Lobbying and Political Activity. None of the funds, materials, property, or services provided directly or indirectly under this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act". e. Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et seq., and agrees that none of the funds provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. f Contractor will comply, and all its subcontractors will comply, with all requirements of the Byrd Anti -Lobbying Amendment (31 U.S.C. 1352), as applicable. g. Non -Discrimination and Equal Opportunity. Contractor will comply, and all its subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non -Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Contractor makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against Contractor, Contractor will forward a copy of the findings to City, which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice, h. Contractor will comply, and all its subcontractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment—Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable, i. Contractor will comply, and all its subcontractors will comply, with all requirements of the California Public Contract Cade Section 10295.3, as applicable. j. Contractor will comply, and all its subcontractors will comply, with all requirements of the Copeland "Anti-I{ickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. k. Contractor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a-7) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C. 327-330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. M. Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part 15), as applicable, n. Contractor will comply, and all its subcontractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub, L. 94-163, 89 Stat. 871), (53 FR 8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable. o. Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. p. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable. q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty -free, non-exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and/or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the Contractor purchases ownership with support through this grant. The Federal government's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indomnify City fully, incl'ading reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, hold by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement, IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST. CITY OF SANTA _ �0 A 9,-; Maria D. Hu Tzar �� DavieCaval Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: IM/1 Y- John .. Fuwilk Assistant City Attorney RECO, EN ED "PROVAL: C4flo,s Rojas, Chief of Police Police Department 10 CONTRACTOR: NK e� aiE- 1 ra "ann ing Title: President/CEO EXHIBIT A List of Training/Classes and Exercises TRAINING Contractor: DPREP, Inc. Dlsclpllne Codes: Law Enforcement= LE, Fire= F, Emergency Medlcal5efvices -EMS, Emergency Management y EM, Public Healthy PH, Othef Discipllne = 00 Course Title Description Discipline Total Course Cost Estimated) A course to prepare the Senlor Officer/Field Supervisor/Manager to be an effective leader at a Critical Incident. The students will be exposed Critical Incident Response for Supervisors to case studies and will participate in tabletop exercises that will allow and Managers them to apply the Critical Incident Response Plan to show them how to LE, EM $12,480.00 take command and handle a wide variety of lawenforcement critical incidents and In -progress crimes, Crisis Negotiation for incident Commanders. This course is designed forthe individual who will be assuming duties Terrorism as the overall Incident Commander during a barricaded or hostage LE, EM $8,60C.D0 taking terrorism event. Terrorism Sabotage and Disruption of Public This course is designed to educatefirst responders along with - Utilities Terrorism Liaison Officers (TLO) on the current situation regarding LE, EM, OD $4,300.00 disruption of public utilities and Its potential for terrorism activity. This Course is designed to prepare the First Responding Field Officer to Critical Incident Response for field Officers- be an effective leader at a Critical Event. It will provide a "The First 15" comprehensive review of current field tactics, with an emphasis on the LE, EM $4,300.00 use cf a four -step Critical Incident Response Plan that will be developed In the class. EXERCISES Page 1 of 2 Contractor; DPREP, Inc. A) Discussion -Based Exercises- focus on strategic, policy -oriented issues; facilitators and/or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives. (*Note: Estimated casts ore example casts only and depict a range that an exercise moyfull within. Actual costs can vary and Is dependent on the size, scope, and variables involved with a particular exercise) Exercise Type Description Variables Range of Cost Estimated """Nat Applicable -Exercise services not proposed by Contractor B) Operation -Based Exercises - used to validate plans, policies, agreements, and procedures; clarify roles and responsibilities; and Identify resource gaps. Exercises are characterized by actual reaction to an exercise scenario, such as initiating communications or mobilizing personnel and resources. (*Note: Estimated costs are example costs only and depict a range that an exercise may fall within. Actual costs can vary and Is dependent on the size, scope, and variables involved with a particular exercise) Exercise Type Description Variables Range of Cost (Estimated) **Not Appllc0le - Exercise services not proposed by Contractor Page 2 of 2 3.0 3.1 SECTION III TECHNICAL SPECIFICATIONS I.1 ■IIfC The specific requirements of the RFQ have been listed in two sections to allow proposers to respond to either, the training courses component, the exercise component, or both. There Is no requirement the Proposer must respond to both components of the RFQ. TRAINING COURSES 1. The ASAUA requires training courses in the following specific disciplines: a. Law Enforcement/Tactical b. Fire/Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct training courses at various locations/venues within the ASAUA. 3. The Proposer shalt prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. 4. The Proposer shall prepare and present specified training courses. Course material shall be available at the time the training is provided for each of the training courses the proposer has outlined in their proposal. 5. All training courses presented must meet state and federal guidelines and be approved by Cal OES and DHS for reimbursement under the Homeland Security Grant Program prior to delivery. Refer to the Cal OES website at:I ttta:/r /www.caloes.ca.cjovlcal-oes. divisions/ca lifornia-specialized-trainincHnsti lute and the DHS website at: RFQ No. 15.068 Page A hftps://www.fema.gov/traininq for further information regarding state and federal guidelines for department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from FEMA/Cal OES prior to delivery of the course. The EHP approval is location specific and if an EHP approval is required, one must be obtained for each location where the course is delivered. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified in the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus and/or written curriculum. 8. The Proposer shall collect written survey comments/course evaluations from participants at the conclusion of every course offered. Survey/course evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers. 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10. Proposer shall provide and assign high quality instructors on a consistent basis to deliver the specified courses. 11. All instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and following objectives for each class, completing training as described, and utilizing training aids such as audio/visual systems. RFQ No. 16-068 Page 15 12. The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 13. The Proposer will be paid for time, materials and for services rendered. Training days are generally eight (8) hours long, e.g. SAM -510M, including a one (1) hour lunch. The schedule should include regular breaks on a 50/10 break ratio — for every fifty (50) minutes of instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum. 14. Training venues may be provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 15. All Proposer developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to delivery. It is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 16. The anticipated start date of this agreement is Fall of 2016. Usage under this agreement will begin at this time. 17. Depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved. It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval. The City shall not be billed for any costs associated with obtaining these certifications and approvals. RFQ No. 16-068 Page 16 18. A list of "approved" courses is available from Cal OES at www.caloes.ca.gov and a list of Federal Emergency Management Agency (FEMA) approved classes is available at www.fema.gov/training 19. Proposers are responsible for providing all course materials and delivering it to the site(s) of all training. 20. Proposer will work with the ASAUA Homeland Security Regional 'Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21. When required, Proposer must obtain the applicable certifications for developed courses before training begins. The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 22. Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state and/or federal certification. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 23. Proposer may not charge the City for materials brought to the class that are not utilized. 24. Proposers may be selected to provide training based on their expertise within a specific discipline. RFQ No. 16-068 Page 17 25. Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 26, Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been issued to the ASAUA before delivery of the training course. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider on their proposed training courses whenever the need arises. 3.1.1 DELIVERABLES /REPORTS FOR TRAINING COURSES 1. Course Surveys / Evaluations a. The course surveys / evaluations results will be tabulated and scored by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. b. Completed course survey/evaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 2. Proposer must provide course flyers for all training courses to be delivered by Proposer. 3. Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered. RFQ No. 16-068 Page 18 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 3.1.2 QUANTITIES FOR TRAINING COURSES 1. Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3,1.3 PRICING FOR TRAINING COURSES 1. All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only, Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ. 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City. 3. All prices are to be F,O.B. destination. Any freight/delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each training course. The price quoted for each training course shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges, b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFq No, 16-068 Page 1.9 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 6. All prices quoted shall be in United States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposers are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. 3.1.4 AWARD FOR TRAINING COURSES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. RFQ No, 16-068 Page 20 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement pursuant to this RFQ will be required. 5. Any agreement must be negotiated, finalized, and approved by the recommend vendor prior to City Council approval, 6, The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3,1.5 METHOD OF ORDERING TRAINING COURSES I . As training is required, solicitations in the form of firm price quotations will be requested from the vendors with which the City has an Agreement. 2. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 3. Price quotations will be reviewed and vendors will be selected by the UASI Grant Office. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer. 4. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. 5. POs and payments for service will be issued only in the name of the Proposer. 6. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 7. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. RFQ No, 16-068 Page 21 3.1.6 INVOICING FOR TRAINING COURSES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 3. Invoices should be mailed to: Sgt, Brad Hadley Santa Ana Police Department Homeland Security Division / M-18 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 4. City shall notify Proposer of any adjustments required to invoices. 5. Invoices shall have City PO number, invoice number, agreement number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. 6. Proposer shall utilize standardized invoices upon request. 7. Invoices shall only be issued by the vendor who is awarded an agreement. 3.1.7 ACCOUNT MANAGER/ SUPPORT STAFF FOR TRAINING COURSES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account / agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. RFQ No. 16-068 Page 22 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to Identify and resolve quickly any issues included, but not limited to order and invoicing problems. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. 3.2 EXERCISES 1. The ASAUA requires seminars, workshops, tabletops, drills, functional, and full-scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire/Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct seminars, workshops, tabletops, drills, functional, and full-scale exercises at various locations/venues within the ASAUA. All drills, functional and full scale exercises will require an EHP approval from FEMA/Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3. All exercises must be conducted in a manner which adheres to all applicable state and federal guidelines, including exercise design and development guidelines outlined in the HSEEP. RFQ No. 15-088 Page 23 4. When conducting seminars, workshops, tabletops, drills, functional and full-scale exercises the Proposer shall provide all required exercise consumables, printed materials, handouts, and other materials such as, but not limited to, exercise manuals, special effects, actor moulage, supplies, signage, etc. 5. Proposer shall provide and assign high quality personnel such as exercise designers, directors, controllers, evaluators, and support personnel on a consistent basis to deliver the specified seminars, workshops, tabletops, drills, functional, and full-scale exercises. 6. Proposer shall provide all multi -media devices necessary for presentations during seminars, workshops, tabletops, drills, functional, full-scale exercises, and any planning meetings and conferences. 7. The Proposer and all of their exercise personnel shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints, 8. Seminar, workshop, tabletop, drill, functional and full-scale exercise venues may be provided by the City or by hosting agencies based on the needs of the exercise. Proposer must be able to secure exercise sites at any of the jurisdictions within the ASAUA. 9. Proposers are responsible for providing exercise materials and delivering it to the site(s) of all seminars, workshops, tabletops, drills, functional and full-scale exercises. 10. Proposer may not charge the City for materials brought to the seminars, workshops, tabletops, drills, functional, and full-scale exercises that are not utilized. 11. Proposers may be selected to provide seminars, workshops, tabletops, drills, functional, and full-scale exercises based on their expertise and experience within a specific discipline. RFQ No. 16-068 Page 24 12. Proposers shall ensure that exercise participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 13. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval letter has been issued to the ASAUA before delivery of any seminars, workshops, tabletops, drills, functional, and full-scale exercises. All drills, functional and full scale exercises will require an EHP approval from FEMA/Cal OES prior to delivery. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. 3.2.1 QUALIFICATIONS —HOMELAND SECURITY EXERCISE EXPERIENCE The following elements outline the type of experience and expertise proposers should possess related to the development and delivery of seminars, workshops, tabletops, drills, functional and full-scale exercises. Proposers will document their experience and expertise in Attachment D — Proposal Response Packet, The ASAUA requires seminars, workshops, tabletops, drills, functional and full-scale exercises in the following specific disciplines: a. Law Enforcement/Tactical b. Fire/Emergency Medical c. Public Health d. Emergency Management 2. Proposer should be experienced and proficient in the design and delivery of relevant homeland security related seminars, workshops, tabletops, drills, functional and full- scale exercises. RFQ No, 16-068 Page 25 3. Proposer should have staff that is experienced and proficient in developing seminars, workshops, tabletops, and drills, functional and full-scale exercises in accordance with HEESP guidelines. 4. Proposer should have staff that is experienced and proficient in conducting seminars, workshops, tabletops, drills, functional and full-scale exercises in accordance with HEESP guidelines. 5. Proposer should have staff that is experienced and proficient in providing training to and coordinating exercise evaluators, controllers, and Simulation Cell operators. 3.2.2 DELIVERABLES / REPORTS FOR EXERCISES 1. Exercise Documents a. Proposer shall provide all documents necessary to conduct seminars, workshops, tabletops, drills, functional and full-scale exercises in accordance with HEESP guidelines. These documents should include, but not be limited to; Exercise Plan, Controller/Evaluator Plan, Master Scenario Events List (MESL), Exercise Evaluation Guides, etc. 2. Proposer will provide rosters, sign -in sheets, and presentation materials for all planning meetings conducted in support of all seminars, workshops, tabletops, drills, functional and full-scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the planning activity. 3. Proposer will provide rosters and sign -in sheets for all seminars, workshops, tabletops, drills, functional and full-scale exercises and will deliver to the ASAUA Training & Exercise Program Manager upon completion of the exercise activity. 4. Proposer will complete After Action Reports (AARs) for all seminars, workshops, tabletops, drills, functional and full-scale exercises. Copies of these AARs will be provided to the ASAUA Training & Exercise Program Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full-scale exercises. RFQ No. 16-065 Page 26 5. Proposer will complete an Improvement Plan for each seminar, workshop, tabletop, drill, functional and full-scale exercise delivered. Copies of the Improvement Plan will be provided to the ASAUA Training & Exercise Coordinator within 60 days of any seminars, workshops, tabletops, drills, functional, and full-scale exercises. 6. Proposer will upload, on behalf of the ASAUA, all necessary AARs and Improvement Plans into HSEEP within 60 days of completing any exercise activity. 3.2.3 QUANTITIES FOR EXERCISES Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied. 3.2.4 PRICING FOR EXERCISES 1. All price quotes offered during an informal request for quote process will remain firm for the term of the resulting PO under the Agreement. 2. Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City. 3. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included. 4. Any price increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each seminar, workshop, tabletop, drill, functional, and full-scale exercise. The price quoted for each seminar, workshop, tabletop, drill, functional, and full-scale exercise shall be the total cost the City will pay including Sales, Use, or other taxes and all other charges. b. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No. 16-065 Page 27 except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. c, Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana; as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 6. All prices quoted shall be in Unified States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shall include any and all payment incentives available to the City. 8. Proposer are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City is not imposing any additional requirements regarding wages. 3.2.5 AWARD FOR EXERCISES 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive informalities and minor irregularities in responses received, and to provide an opportunity for proposers to correct minor and immaterial errors contained in their submissions. The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award to a single or multiple proposers, RrQ Nc. 16-068 Page 28 3. The City has the right to decline to award an agreement or any part thereof for any reason. 4. City Council approval to award an Agreement will be required. 5. The Master Agreement must be negotiated, finalized, and signed by the recommend awardee(s) prior to City Council approval, 6. Final Master Agreement terms and conditions will be negotiated with the selected vendors. 7. The RFQ specifications, terms, conditions, and Exhibits, RFQ Addenda and Proposer's proposal, may be incorporated into and made a part of any agreement that may be awarded as a result of this RFQ. 3.2.6 METHOD OF ORDERING FOR EXERCISES 1. As an exercise is required, solicitations in the form of a firm price quotation will be requested from the vendors. 2. Proposers who have been qualified will be provided a scope of work for the desired seminar, workshop, tabletop, drill, functional or full-scale exercise and requested to provide a written quotation. These quotations will be reviewed and evaluated by the ASAUA Grant Office. 3. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, City of Santa Ana agreement number, requestor name and phone number, ship to location, itemization of services with complete description and price per item and a summary of total cost for services, shipping, and tax. 4. Written Purchase Orders (POs) will be issued upon approval of written itemized quotations received from the Proposer(s). 5. POs will be faxed, transmitted electronically, or mailed and shall be the only authorization for the Proposer to place an order. RFQ No. 16-068 Page 29 6. POs and payments for service will be issued only in the name of the Proposer. 7. Proposer shall adapt to changes to the ordering method or ordering procedures as required by the City during the term of the agreement. 8. Change orders shall be agreed upon by Proposer and City and issued as needed in writing by the City. 3.2.7 INVOICING FOR EXERCISES 1. Proposer shall invoice the City, unless otherwise advised, upon satisfactory receipt of performance of services. 2. The Proposer will submit invoices according to milestones that are mutually agreed upon by the City and the Proposer, and will be established at the time an agreement is entered into between the City and the Proposer. 3. Invoices should be mailed to: Sgt. Brad Hadley Santa Ana Police Department Homeland Security Division / M-18 60 Civic Center Plaza P,O, Box 1981 Santa Ana, CA 92701 4. City will use best efforts to make payments within thirty (30) days following receipt and review of invoice and upon complete satisfactory receipt of performance of services. 5. City shall notify Proposer of any adjustments required to invoices. 6. Invoices shall contain Agreement number, City PO number, invoice number, remit to address and itemized services description and price as quoted and shall be accompanied by acceptable proof of delivery. RPQ No. 16-068 Page 30 7. Proposer shall utilize standardized invoice upon request, 8. Invoices shall only be issued by the Proposer who is awarded an agreement. 9. Payments will be issued to and invoices must be received from the same Proposer whose name is specified on the POs. 3.2.8 ACCOUNT MANAGER/ SUPPORT STAFF FOR EXERCISES 1. Proposer shall provide a dedicated competent account manager who shall be responsible for the City account ! agreement. The account manager shall receive all orders from the City and shall be the primary contact for all issues regarding the Proposer's response to this RFQ and any agreement which may arise pursuant to this RFQ. 2. Proposer shall also provide adequate, competent support staff that shall be able to service the City during normal working hours, Monday through Friday. Such representative(s) shall be knowledgeable about the agreement, training offered, and able to identify and resolve quickly any issues included, but not limited to order and invoicing problems. 3. Proposer account manager shall be familiar with City requirements and standards and work with the City to ensure that established standards are adhered to. 4. Proposer account manager shall keep the City and ASAUA Training & Exercise Program Manager informed of requests from departments as required. RFQ No, 16-068 Page 31 .• e t `4C'�t` m CERTIFICATE OF LIABILITY INSURANCE �--�-�-"' °°°1 08125o6tz5r2D16 THIS CERTIFICATE 18 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: It the certificate holder is an ADDITIONAL INSURED, the policy(las) 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). Leland Insurance Agency, Inc, License #OE87731 CONTAPRODUCER NAME: Richard Herscowitz-OC23469 _ oHONE AX _ = vc No E : 916.429-1309 A c Nol; 916426-1403 elandins.Com Rnck@)elandins.com 910 Florin Rd. Site 108 Sacramento, �A 95831-3573 Richard Herscowit2-OC23469 -r INSURERRS) AFFORDING COVERAGE —_ ` NAC* INSURERA: Philadelphia Insurance Comport 18055 PERSONAL & ADV INJURY $ 1,000,00 INSURED D -Prep, Inc. _._�. Elmo Banning 705 East Bidwell Ste 2-357 INSURER e: _ NSURERC: _ --- Folsom, CA95630 INSURERD: INSURERE: PRODUCTS - COMP/OP AGO $ 2,000,00 INSURERF: OTHER', COVERAGES CERTIFICATE NUMBER: REVISION NUMBER - 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. ADOLLTR WSR TYPEOFINSURANCE POLICY NUMBER LIMITS _ A XCOMMERCIAL GENERAL LIABILITY - EACH OCC" RRENCE $ 1,000,00 CLAIM&n',ADE OQCCUR X PHPK1434675 0110112016 0110112017 PREMISES'EaodcuDomo) $ 100,00 MED EXP (Any one person) $ 53,00 PERSONAL & ADV INJURY $ 1,000,00 GENERAL AGGREGATE $ 2,000,00 GENL AGGREGATE A'T`E LIMIT APPLIES PER NX POLICY I JECT LOC PRODUCTS - COMP/OP AGO $ 2,000,00 OTHER', AUTOMOBILE LIABILITY EO aB IGE.D SINGLELIMIT $ 1,000,00 A ANYAUTO PHPK1434675 01/01/2016 01/0112017 _ BODILY INJURY person) $.._. _. �OSVhIFO PUTODULED BODILY INJURY (Per accident) $ NON -OWNED X HIREDALIrOS X AUTOS PROPERTY DAMA $ Peraccldent UMBRELLA Lyle OCCUR EACH OCCURRENCE $ ,AGGREGATE $ EScanS B CIRRUS -MADE 6FD RE:TFIlTiON . ..._. WORKERS COMPENSATIONN- AND EMPLOYERS`LIABILITY YIN. ANY PROPRIETORIPARTNEREXECLITIVE OFFICERMIEMBER EXCLUDED4 NIA IMandatory In NH) £TATUTE ER E.L. EACHACCIDENT $ E.L. DISEASE- EA EMPLOYEE IV, yBS, de5Cling under DR -SCRIPT ION OF OPERATIONS below E. L. DISEASE -POLICY LIMIT $ A Errors & Omissions PHSD^IO96255 01/01/2016 01/0112017 Ea Claim 1,000,00 Aggregate 1,000,00 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached a more space la requlred) For those operations that pertain to the Insured. Certificate Halder,its officers, agents and employees are named as An Additional Insured per attached form. CG 20 26 04 23 CERTIFICATE HOLDER CANCELLATION DPREP02 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Purchasing Department --- AUTHORIZED REPRESENTA�TIIVE 20 Civic Center Plaza Santa Ana, CA 92701 - r G y 1131988-3014 ACORD CORPORATbN. Al1. rights resarNed; ACORD 25 (2014101) The ACORD Tama and logo are registered matt of ACORD SEP 7 20 TO POLICY NUMBER: PHPH1434675 COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Santa Ana, its officers, agents, and employees 20 Civic Center Plaza Santa Ana, CA 92701 A. Section 11 — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1, The insurance affordedto such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 26 0413 B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, 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 endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 0 Insurance Services Office, Inc., 2012 Pagei5 f15 IP • Pr +" !III � ul�ul�u�NMluwlull�irN� aY TIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOTAFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGEYr w w BY POLICIES BELOW. THIS" CERTIFICATE OF INSURANCE DOES NOT • w AUTHORIZED REPRESENTATIVE Yw- PRODUCER, AND THE CERTIFICATE HOLDEW IMPORTANT: ADDITIONAL «Y be endorsed If SUBROGATIONIWAIVED, subject to the terms and conditionsY. the policy, certain pollcies may require an endorsement. ,.;. 7 on ..:,e Y«;" not Y .,srights certificate holderof Y Y RichardNAMEY • YAgency,w " • NW YX ' "" W I Y. tl�ib M Mt�acramentq, CA 95831-3573 INSURED C -Prep, Inc. Is na'RER. Elmo Banning 705East EIdwell Ste 2-357 F'ol orn, CA 95 0 Ma�uuAnERa rr 4M ,e :': CERTIFICATE NUUMRER° THIS IS TO, CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE IN'SURFD NAMED ABOVE FOR THE POLICY PERI0101 INDIICATECI. I~C+ 11> kP7HST NCING 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 AT -FORDED BYTHE POLICIES DESCRIIBED HEREIN IS SUBJECT TC ALL THE TERMS, EXCLUSIONSREDUCED CEDl IBY PAID, CLAIMS , IONS LCONDITIONS ChSUCH CILICI&FSLIMITS SHOWN MAY HAVE BEEN _ INBR,.,. . d , ......... PI PJL ... ....... ..... .._ ........... _..._ .... ........ _w _� ................ _.__.... LrR TYPE INSURANCE POLICY NUMBER AMMIDOWM WwoffyyyI LNrTS Min, � �. COMMERC:VIMaL GENERAL LMA'RILurY 1,,000 �..��. d � FJ9'�l' PHPR1!�'�7,�' 1b�Id�1C2�1tl1T C1�C�11C28'18 i'ANA T I! T T d .... ...._. .. .. .w,.....,. ,.„„ ....- .......... ...... ....__ h,RV'1`.I EXP F (awrcu?a t re �.iavu va,n1 ..., .... ..._......... I `� 5,00 .... .... ._....... FLhef .tdfi:4 U ad V NalURI,' r 1,00I0I,00 I`,07A 9m�aa4'l r.I fIF'I II_ PPF, . x ...,. a f�.PEl"-Ad. mJ.1 E._NUC_ ... _. ,.�. $ 2,0000,00( „ L..... y� tW� "I V .... ,1 �'_ ...� _ ............. 4 '..l l w! KIF N A ."., q pny,0y 0, y 6,'4A'4�4JI, 4N GTF4r:A` '. AUTOMOBLELM.N L�rrY 7.uRdk;VPul �, �d1°ui.,4.:: A hM.RV' -.. t uEL �C 1,, 0 00 A A,�YAi p.r PHIPKI5 20,06 01101/20117 i11010H8 E, f y$ D4l Bj Awl :1 ifiik:[[' IP�N!'�av f'.rit nAw n .._... lh+ d1 lu wP ,U�� Iw @R'i'd Nlnfl,.ir(E .. .. HIPED aU r7 J: �; 17 r,y .> �f "a'•s , uum II _ ......... ......... _.__.. UMBRELLA L r' UPPC' I EXCESSLL48 CLAPS Cw'IA,.'E Ai fAFf;wt"C: ,� .............. . .�._.._ SEBA CONWENSATION 7= .:IMPLCY'fER 'LIIABILVT4" / NAND� Y Trltk JEJ, MIN F""' �M1 FML1 A b& ,u4r'iPdIM r'U;; �4 !li^m'8ii: � L I', A9 Id ac !II', F wdi °C l_ . XJJ'rl�- )0 NMA �I Iiakalracfl'a1Ma " &r �WN.V..I a" Pr PW rK!%a "F Jr F eL.1 n v,,13 li,"Ih, ww 1 E" .. DI F P+,M.,. Gw JM of V LIM^18r A' A Errors& Ornisslo ns PHSD11191776'7 01101t2017 Olil l 20118 ESM Iain 1,0100,000 Aggregate 11000KK0 DESCRIPTION OF OPERATION G LOCAMINS I VEHICLES IAaCORD 199 Alddaraft R# Marks Sthoduk,, may baa afk'ached If marc mEara m ue' ydr*dy For thoss e operations that pertain to the Insured. Certificate Hold r, its officers, agents and employees arenamed as An Additional TI"r ur d Per attached form CCS 20 28 CCC 1S a i" c In Y w M ' i M"...Z. 1 MF. EXPIRATIONTHE DATE TREIRECIF, NOTICEBE DELIVERED ACCORDANCE POLIICY PROVISIONS. 11980-20114 ACCIRD The ••M name and loged marks of ACCIRD; COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL JABILITY COVERAGE PART City of Santa Ana, its officers, agents and employees Information reclOred to complete this Schedude, if not shown ablovewill be shown in the Dedaraflons. A. Section 11 — Who Is An Insured is amended to indude as an additional insured the person(s) or organization(s) shown in the Schedule, but only Mth respect to HaWity for "bod0y injury""property damage" or "personal and advertising injury"' caused, in whole, or m part, by your acts or ornissions, or the acts or on"rssions of those acting on your behalf� 1. In the, performance of your ongoing operations; or 2. In connection with your premises owneld by or rented to you. However 1. The insurance afforded to such, addMonal insured only applies to the extent permitted by iiaw; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required bly the contract or agreernent to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the foHowing is added to Section 1111 — UrrOts; Of Insurance: f coverage provided to the, addrtionat insured m requirect by a contract or agreement, the most we M1 pay on behalf of the, additional insured is the arnount of insurance 1. Required by the contract or agreement" or Z Available Linder the applicable Limits of Insurance shown in the Dedarations, whichever is Tess. This, endorsement shall not increase the applicable .h its of Insurance shown in the Declarations LoffluMi MY, I , 1 11 1 SUPPLEMENTAL INSURANCE CHECKLIST 1 Please review the insurance section of the agreement to ensure all necessary certificates of insurance are submitted to the Clerk's Office. Please provide ALL documents listed to fully execute the agreement and avoid payment delay to the vendor. Please check all boxes below that apply to your agreement. BUSINESS AUTOMOBILE LIABILITY NON -OWNED ® ❑ HIRED ® ❑ OWNED ❑ GENERAL LIABILITY ® ❑ PROFESSIONAL LIABILITY ❑ WORKER'S COMPENSATION ❑ REVISED'. 9/19/2018 WORKERS' COMPENSATION DECLARATION Elmo Banning hereby affirm under penalty of perjury, the (Name/Title) following declaration: I certify on behalf of D Prep Inc that during the term of my Training /Cons6 irig�°°mpany Name> contract for services with the City of Santa Ana, I will not employ any person in any manner so as to become subject to the workers compensation laws of California, and agree that if I should become subject to the workers' compensation provisions of Section 3700 of the Labor Code, I shall forthwith comply with those provisions and provide proof of workers' compensation coverage. DATE: 11/1/2018 Elmo Banning Name: Title: President/ CEO Telephone: 916-628-6770 WARNING: FAILURE TO SECURE WORKERS' COMPENSATION COVERAGE IS UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000). IN ADDITION TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THE LABOR CODE, INTEREST, AND ATTORNEY'S FEES. DPREP-1 A��RO CERTIFICATE OF LIABILITY INSURANCE ATE "MOff" 10n4no18 °10124/2018 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: H the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. N SUBROGATION IS WANED, 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 Neu of such endorsement(s). PRODUCER 916-428-1309 W.CT Richard Herscowitz-OC23469 Leland Insurance Agency, Inc. License #OE67731 PHONE 916428-1309 AX .916•d?8�1409 (AIC, No, ext): Nal 910 Florin Rd., Ste. 108 83, rickeelanclins.com Sacramento, CA 95831-3573 PHPK1734950 Richard Herscowitz-OC23469 a NG COVERAGE NAIC e aNNA18RA, Philadelphia Insurance Compen 18056 DAMAGE TO RENTED 100,000 INSURED D -Prep, Inc. Elmo Banning *IVJMB: - 705 East Bidwell Ste 2.357 INSURER C: waURHl o: Folsom, CA 95630 MaU11ERE: INSURERF: COVERAGES CERTIFICATE NUMBER- 12 Ale11d NI IMRCR• 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. .WX TYPE OF INSURANCE ADOL SUS P0.ICYNUMBER POLICY EFF POUCYEXP Lam A X COMMERCIAL GENERAL uAd ITY CLAIMSNWDE a]OCCUR X PHPK1734950 01/01/2018 01/01,2019 EACH OCCURRENCE 1 11,000,0� DAMAGE TO RENTED 100,000 NED ECP An one xson 5,000 PERSONAL B ADV INJURY 1,000,000 GEN'L AGGREGATE LpIMRpIT APPLIES PER: X POLICY [ JECT LOC GENERAL AGGREGATE DDO,D� PRODUCTS- COMP/OP AIG 7 Z0001000 OTHER A AMMOBLELM LI MBI INGLE LIMB IANYAUTO OWNED NLY nuo�'ED E ED PHPK1734950 07101/2016 01/01/2019 60DILY INJLRY Per on $ BROpDIpLEY INJURY Per ecrdert x O��REn�p AUTOS ONLY X PUTOS ONLY PPer Hca UMBRELLA LW OCCUR EACH OCCURRENCE 11 AGGREGATE BXCE99LMB CLAIMS -MADE RETENTION S R1(DED AtD EL�MIOYOERS LIABILITY YIN A W PROPRIETORIPARTAER�E><ECUTIVE OFFICERm1EMBER EXCLIAED? El Nn a In fall If s. tlescdbe under N /A ER E L EACH ACCIDENT EL. DISEASE- EA B.IPLOY E.L. IS IMI SCRIPc CFOPERATI A EAOIS 6 OmissionsFOHM21117077 01!0112018 07/01,2019 Ea Claim 1,000,000 Aggregate 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS VEHICLES (ACORD 101, Adallonal Remarks Schedule, may be attached Imom apace Is raquimd) For those operations that pertain to the Insured. Santa Ana Police Department is listed as An Additiona Insured per atatched form: PI -HS -005(07104) Santa Ana Police Department FISCAL M97 60 Civic Center Plaza Santa Ana, CA 92702 ACORD 25 (2016103) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WALL BE DELIVERED IN ACCORDANCE WATH THE POLICY PROVISIONS. O 1988-2015 ACORD The ACORD name and logo are registered marks of ACORD reserved. POLICY NUMBER: PHPK17349SO COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Santa Ana, its officers, agents and employees Information required to com fete this Schedule if not shown above will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for 'bodily injury", 'property damage" or 'personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations, or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, 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 endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 0413 0 Insurance Services Office, Inc., 2012 Page 4 of 17 PI -GILD -HS (10/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, GENERAL LIABILITY DELUXE ENDORSEMENT: HUMAN SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Page 1 of 12 Includes copyrighted material of Insurance Services office, Inc., with its permission. 0 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10111) Duties in the Event of Occurrence, Claim or Suit Included 10 Unintentional Failure to Disclose Hazards Included 10 Transfer of Rights of Recovery Against Others To Us Clarification 10 Liberalization Included 11 Bodily Injury— includes Mental Anguish Included 11 Personal and Advertising Injury — includes Abuse of Process, Discrimination Included 11 A. Extended Property Damage SECTION I —COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the following: a. Expected or Intended Injury "Bodily injury" or property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. B. Limited Rental Lease Agreement Contractual Liability SECTION I — COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph b. Contractual Liability is amended to include the following: (3) Based on the named insured's request at the time of claim, we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to $50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability insurance of the client. C. Non -Owned Watercraft SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. (2) is deleted in its entirety and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 58 feet long, and (b) Not being used to carry persons or property for a charge, This provision applies to arty person, who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. D. Damage to Property You Own, Rent or Occupy SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE Page 2 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ® 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) LIABILITY, Subsection 2. Exclusions, Paragraph j. Damageto Property, Item (1) is deleted in its entirety and replaced with the following: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property, unless the damage to property is caused by your client, up to a $30,000 limit. A client is defined as a person under your direct care and supervision. E. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word'fire" is changed to "fire, lightning, explosion, smoke, or leakage from automatic fire protective systems" where it appears in: a. The last paragraph of SECTION I —COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; is deleted in its entirety and replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in SECTION III — LIMITS OF INSURANCE. b. SECTION III — LIMITS OF INSURANCE, Paragraph 6. is deleted in its entirety and replaced by the following: Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems while rented to you or temporarily occupied by you with permission of the owner. c. SECTION V— DEFINITIONS, Paragraph 9.a., is deleted in its entirety and replaced by the following: A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract" 2. SECTION IV —COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b. Excess Insurance, (1) (a) (ii) is deleted in its entirety and replaced by the following: That is insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems for premises rented to you or temporarily occupied by you with permission of the owner, 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: Page 3 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 0 20111 Philadelphia Indemnity Insurance Company PI-GLD-HS (10111) a. $1,000,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. F. HIPAA SECTION I — COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, is amended as follows: 1. Paragraph 1. Insuring Agreement is amended to include the following: We will pay those sums that the insured becomes legally obligated to pay as damages because of a "violation(s)" of the Health Insurance Portability and Accountability Act (HIPAA). We have the right and the duty to defend the insured against any "suit," "investigation," or "civil proceeding" seeking these damages. However, we will have no duty to defend the insured against any "suit" seeking damages, "investigation," or "civil proceeding" to which this insurance does not apply. 2. Paragraph 2. Exclusions is amended to include the following additional exclusions: This insurance does not apply to: a. Intentional, Willful, or Deliberate Violations Any willful, intentional, or deliberate "violation(s)" by any insured. b. Criminal Acts Any "violation" which results in any criminal penalties under the HIPAA. c. Other Remedies Any remedy other than monetary damages for penalties assessed. d. Compliance Reviews or Audits Any compliance reviews by the Department of Health and Human Services. 3. SECTION V —DEFINITIONS is amended to include the following additional definitions: a. "Civil proceeding" means an action by the Department of Health and Human Services (HHS) arising out of "violations." b. "Investigation" means an examination of an actual or alleged "violation(s)" by HHS. However, "investigation" does not include a Compliance Review. c. "Violation" means the actual or alleged failure to comply with the regulations included in the HIPAA. Page 4 of 12 Includes copyrighted material of Insurance Services Cffice, Inc., with its permission. 0 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) G. Medical Payments — Limit Increased to $20,000, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION III - LIMITS OF INSURANCE to the greater of: a. $20,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. SECTION I —COVERAGE, COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, a. (3) (b) is deleted in its entirety and replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident. H. Athletic Activities SECTION I — COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 2. Exclusions, Paragraph e. Athletic Activities is deleted in its entirety and replaced with the following: e. Athletic Activities To a person injured while taking part in athletics. I. Supplementary Payments SECTION I — COVERAGES, SUPPLEMENTARY PAYMENTS - COVERAGE A AND B are amended as follows: 1. b. is deleted in its entirety and replaced by the following: 1. b. Up to $5000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these. 1.d. is deleted in its entirety and replaced by the following: 1. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $1,000 a day because of time off from work. J. Employee Indemnification Defense Coverage SECTION I — COVERAGES, SUPPLEMENTARY PAYMENTS — COVERAGES A AND S the following is added: We will pay, on your behalf, defense costs incurred by an "employee" in a criminal proceeding occurring in the course of employment. The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $25,000 regardless of the numbers of "employees," claims or "suits" brought or persons or organizations making claims or bringing "suits. Page 5 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 02011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) K. Key and Lock Replacement —Janitorial Services Client Coverage SECTION I — COVERAGES, SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended to include the following: We will pay for the cost to replace keys and locks at the "clients" premises due to theft or other loss to keys entrusted to you by your "client," up to a $10,000 limit per occurrence and $10,000 policy aggregate. We will not pay for loss or damage resulting from theft or any other dishonest or criminal act that you or any of your partners, members, officers, "employees", "managers", directors, trustees, authorized representatives or any one to whom you entrust the keys of a "client" for any purpose commit, whether acting alone or in collusion with other persons. The following, when used on this coverage, are defined as follows: a. "Client' means an individual, company or organization with whom you have a written contract or work order for your services for a described premises and have billed for your services. b. "Employee" means: (1) Any natural person: (a) While in your service or for 30 days after termination of service; (b) Who you compensate directly by salary, wages or commissions; and (c) Who you have the right to direct and control while performing services for you; or (2) Any natural person who is furnished temporarily to you: (a) To substitute for a permanent "employee" as defined in Paragraph (1) above, who is on leave; or (b) To meet seasonal or short-term workload conditions; while that person is subject to your direction and control and performing services for you. (3) "Employee" does not mean: (a) Any agent, broker, person leased to you by a labor leasing firm, factor, commission merchant, consignee, independent contractor or representative of the same general character; or (b) Any "manager," director or trustee except while performing acts coming within the scope of the usual duties of an "employee." c. "Manager" means a person serving in a directorial capacity for a limited liability company. L. Additional Insureds SECTION II — WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Page 6 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ® 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Coverage Part, Paragraph 3.a. is deleted in its entirely and replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the following is also an insured: a. Medical Directors and Administrators—Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. Such duties do not include the furnishing or failure to furnish professional services of any physician or psychiatrist in the treatment of a patient. b. Managers and supervisors —Your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. Managers and supervisors who are your "employees" are also insureds for "bodily injury' to a co - .employee" while in the course of his or her employment by you or performing duties related to the conduct of your business. This provision does not change Item 2.a.(1)(a) as it applies to managers of a limited liability company. c. Broadened Named Insured — Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part However, coverage does rat apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. d. Funding Source —Any person or organization with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. Hoare Care Providers — At the first Named Insureds option, any person or organization under your direct supervision and control while providing for you private home respite or foster home care for the developmentally disabled. f. Managers, Landlords, or Lessors of Premises — Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises, or (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. g. Lessor of Leased Equipment—Automatic Status When Required in Lease Agreement With You — Any person or organization from whom you Lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization is to be added as an additional insured on your policy. Such person or Page 7 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 0 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10111) organization is an insured 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 person or organization. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. h. Grantors of Permits — Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. i. Vendors —Only with respect to "bodily injury" or "property damage" arising out of 'your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: (1) The insurance afforded 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 contract or agreement This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or 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; Page 8 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 0 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10111) (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: (i) The exceptions contained in Sub -paragraphs (d) or (f); or (ii) 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. (2) This insurance 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. j. Franchisor — Any person or organization with respect to their liability as the grantor of a franchise to you. k. As Required by Contract — Any person or organization where required by a written contract executed prior to the occurrence of a loss. Such person or organization is an additional insured for "bodily injury," "property damage" or "personal and advertising injury" but only for liability arising out of the negligence of the named insured. The limits of insurance applicable to these additional insureds are the lesser of the policy limits or those limits specked in a contract or agreement. These limits are included within and not in addition to the limits of Insurance shown in the Declarations I. Owners, Lessees or Contractors — Any person or organization, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by: (1) Your acts or omissions, or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured when required by a contract. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury' or "property damage" occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Page 9 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 0 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10111) m. State or Political Subdivisions — Any state or political subdivision as required, subject to the following provisions: (1) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit, and is required by contract. (2) This insurance does not apply to: (a) "Bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage" included within the "products -completed operations hazard-" M. Duties in the Event of Occurrence, Claim or Suit SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. is amended as follows: a. is amended to include: This condition applies only when the "occurrence" or offense is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership, or (3) An executive officer or insurance manager, if you are a corporation. b. is amended to include: This condition will not be considered breached unless the breach occurs after such claim or "suit" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. N. Unintentional Failure To Disclose Hazards SECTION IV —COMMERCIAL GENERAL LIABILITY CONDITIONS, 6. Representations is amended to include the following: It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. O. Transfer of Rights of Recovery Against Others To Us SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 8. Transfer of Rights of Page 10 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 0 2011 Philadelphia Indemnity Insurance Company PI-GLD- HS (10/11) Recovery Against Others To Us is deleted in its entirety and replaced by the following: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. Therefore, the insured can waive the insurer's rights of recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. P. Liberalization SECTION IV —COMMERCIAL GENERAL LIABILITY CONDITIONS, is amended to include the following: If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. O. BodilyInjury— MentalAnguish SECTION V — DEFINITIONS, Paragraph 3. Is deleted in its entirety and replaced by the following: "Bodily injury" means: a. Bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a. above) at any time. R. Personal and Advertising Injury—Abuse of Process, Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part, the definition of "personal and advertising injury" is amended as follows: 1. SECTION V —DEFINITIONS, Paragraph 14.b. is deleted in its entirety and replaced by the following: b. Malicious prosecution or abuse of process, 2. SECTION V— DEFINITIONS, Paragraph 14. is amended by adding the following: Discrimination based on race, color, religion, sex, age or national origin, except when: a. Done intentionally by or at the direction of, or with the knowledge or consent of: (1) Any insured; or (2) Any executive officer, director, stockholder, partner or member of the insured, b. Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured, Page 11 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 0 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) c. Directly or indirectly related to the sale, rental, lease or sublease or prospective sales, rental, lease or sublease of arty room, dwelling or premises by or at the direction of any insured; or d. Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The above does not apply to fines or penalties imposed because of discrimination. Page 12 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 0 2011 Philadelphia Indemnity Insurance Company