TERMS OF SERVICE
This Terms of Service Agreement (“Agreement") is effective as of the date (“Effective Date”) set forth in the attached Exhibit “A” and is by and between Advanced Problem Solving, LLC ("APS"), a California limited liability company, and City of Redondo Beach, a chartered municipal corporation ("Client"), and governs the purchase and ongoing use of the services described in this Agreement ("Services").
1. Services
APS shall provide the following services to Client:
1.1. Access. APS hereby grants to Client a non-exclusive, non-transferable, revocable, limited license to remotely access and use the Services described in Exhibit “A” (which is incorporated herein by this reference) and, unless prohibited by law, will provide access to any person designated by Client ("Users") provided that the total number of Users does not exceed the maximum authorized pursuant to Exhibit “A.”
1.2. Availability. APS shall use commercially reasonable efforts to display all content and coursework purchased by Client from APS or uploaded by Client for access and use by Client's Users twenty-four (24) hours a day, seven (7) days a week, subject to scheduled downtime for routine maintenance, emergency maintenance, system outage and other outages beyond the control of APS.
1.3. Support. APS will provide Client with 24/7 access to client success resources within the training portal or website assigned to Client, including answers to Frequently Asked Questions and associated videotaped trainings; and APS will assist Users as requested by Client on issues relating to usage five (5) days per week during scheduled hours but excluding public and bank holidays except as otherwise provided in Exhibit “A.”
2. Client's Obligations
2.1. Compliance. Client shall be responsible for Users' compliance with this Agreement and shall use its best commercially reasonable efforts to prevent unauthorized access to or use of Services.
2.2. Identify Users. Client shall (i) provide a listing of its authorized Users: (ii) either by submitting profiles for each of its Users to APS or causing each of its Users to complete a profile which is furnished to APS; and (iii) shall maintain its user database by adding and removing Users as necessary.
2.3. Future Functionality. Client agrees that its purchases of Services is neither contingent on the delivery of any future functionality or features nor dependent on any public comments regarding future functionality or features.
3. Fees and Payments
3. 1. Fees. Client will pay for the Services in accordance with the fee schedule set forth in Exhibit “A”.
3.2. Payments. All fees due shall be paid in United States dollars. Fees will be invoiced in advance as set forth in Exhibit “A.” Invoices payable net 60 days from invoice date.
4. Intellectual Property Rights
4.1. Ownership of APS Technology and Content. Client acknowledges that APS alone (and its successors or licensors, where applicable) shall own all right, title and interest in and to APS's software, website and technology; course content and the Services provided by APS; as well as any and all suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Client to APS. Client further acknowledges that this Agreement does not convey to Client any ownership rights therein or thereto. APS’ name and logo are trademarks of APS, and no right or license to use them is granted to Client.
4.2. Intellectual Property Rights in Third Party Content Provided by APS. Client acknowledges that APS’ provision of third party content to Users does not convey to Client or its Users any right of ownership in or to the same. The names and logos of APS’ third party partners are trademarks of those partners and no right or license to use the same is granted to Client.
4.3. Prohibition on Sharing or Copying Technology or Content. Except as otherwise agreed in writing or to the extent necessary for Client to use Services in accordance with this Agreement, Client shall not: (i) copy in whole or in part any course content provided by APS ; (ii) display, reproduce, create derivative works from, transmit, sell, distribute, rent, lease, sublicense, transfer or in any way exploit in whole or in part the course content provided by APS ; (iii) embed course content provided by APS into other products: (iv) use any trademark, service mark, domain name, logo, or other identifier of APS or any of its third party suppliers; or (v) reverse engineer, decompile, disassemble, or access the source code of any APS software.
4.4. Client Intellectual Property Rights. Client retains any and all intellectual property rights to which it is otherwise entitled with respect to content generated by Client and uploaded to the APS website. APS further acknowledges that this Agreement does not convey to APS any ownership rights therein or thereto.
4.5 Content Updates. Notwithstanding the provisions of Section 1.2, Client acknowledges that APS’ content, as well as third party content provided by APS, is subject to ongoing review and revision which may result in gaps in availability of some content or courses. Occasionally review may result in the discontinuation of a specific course and related content. Delays or gaps in course and content availability may also arise in the course approval process.
5. Term
The term of this Agreement shall commence on the Effective Date and continue for the term indicated in Exhibit “A” ("Term").
6. Mutual Warranties and Disclaimer
6.1. Mutual Representations & Warranties. Each party represents and warrants that it has full authority to enter into this Agreement and to perform its obligations hereunder.
6.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND,
WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, EXCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7. Miscellaneous
7.1. Limitation on Liability. Except for claims under Section 4 or Section 7.2 of this Agreement, (i) in no event shall either party be liable to the other, whether in contract, warranty, tort (including negligence) or otherwise, for special, incidental, indirect or consequential damages (including lost profits) arising out of or in connection with this Agreement; and (ii) the total liability of either party for any and all damages, including, without limitation, direct damages, shall not exceed the amount of the value of the insurance required by Client.
7.2. Indemnification. APS shall indemnify and hold Client harmless from and against any and all claims, damages, losses and expenses, including but not limited to reasonable attorney fees, arising out of or resulting from any third-party claim that the Services or any component thereof infringes upon or violates any intellectual property right of any person.
7.3. Assignment. Neither party may assign or delegate its rights or obligations pursuant to this Agreement without the prior written consent of the other. Notwithstanding the foregoing, APS may freely assign or transfer any or all of its rights without Client consent to an affiliate, or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
7.4. Force Majeure. APS shall have no liability for any failure or delay in performing any of its obligations pursuant to this Agreement due to, or arising out of, any act not within its control, including, without limitation, acts of God, strikes, lockouts, war, riots, lightning, fire, storm, flood, explosion, interruption or delay in power supply, computer virus, governmental laws or regulations.
7.5. No Waiver. No waiver, amendment or modification of this Agreement shall be effective unless in writing and signed by the parties.
7.6. Severability. If any provision of this Agreement is found to be contrary to law by a court of competent jurisdiction, such provision shall be of no force or effect; but the remainder of this Agreement shall continue in full force and effect.
7.7. Entire Agreement. This Agreement and its Exhibits represent the entire understanding and agreement between APS and Client, and supersedes all other negotiations, proposals, understandings and representations (written or oral) made by and between APS and Client.
____________________________________ David Andrews, Sr Director, Business Development Name and title of individual authorized to represent client Name and title of individual representing APS _______________________________________________ ________________________________________________ Signature Signature
_______________________________________________ ________________________________________________ Date Date
ATTEST:
APPROVED AS TO FORM:
4/29/2025 | 5:09 AM PDT
Unit Price Quantity
Cost: 07/01/2025 -
06/30/2026
Cost: 07/01/2026 -
06/30/2027
Cost: 07/01/2027 -
06/30/2028
Cost: 07/01/2028 -
06/30/2029
$74 per sworn FFer in
year 1* 66
$ 4884
(66 @ $74 each)
$ 5128.20
(66 @ $77.70 each)
$ 5384.94
(66 @ $81.59 each)
$ 5654.22
(66 @ $85.67 each)
$37 per non-sworn in
year 1* 1
$ 37
(1 @ $37 each)
$ 38.85
(1 @ $38.85 each)
$ 40.79
(1 @ $40.79 each)
$ 42.83
(1 @ $42.83 each)
$ 5,167.05 4,921.00 $ 5,425.73 $ 5,697.05 $
*: Unit prices include a 5% increase in years 2, 3, and 4.
Unit prices as listed are guaranteed for the length of this multi-year contract but subject to change thereafter.
APS FIRE Training Package
TOTAL ANNUAL COST:
See "Notes" on page 2 for additional information.
REDONDO BEACH FIRE DEPARTMENT
EXHIBIT A
March 25, 2025
Contact info: APS Office Management
[email protected] (909) 241-6403
Advanced Problem Solving LLC, 310 N Indian Hill Blvd. #122, Claremont, CA 91711 APS Online Platform:
NOTES:
Annual fees due at commencement of each fiscal year.
APS FIRE Training package includes online training for firefighters and for EMS CE, credential management tools, compliance tracking tools, reporting tools, and the following course content:
• EMS CE Training Library (100+ CAPCE-accredited CE courses) • Firefighter Training Library (70+ NFPA-compliant courses) • Workplace Wellness & Safety library (150+ wellness and safety courses) • SB-1343 compliant sexual harassment prevention training • LAAFCA Regional Training Group Online Course Library (60+ all-hazard courses) • RT-130 (required annual wildland refresher training)
• Los Angeles County EMS Update (annual mandated training)
04/09/2025
Kessler Alair Insurance Services, Inc
License # OA 91387
12487 N. Mainstreet, Ste. 240
Rancho Cucamonga CA 91739
June King
(909) 931-1500 (909) 932-2133
[email protected]
Advanced Problem Solving, LLC
310 N Indian Hill Blvd.
Claremont CA 91711
Massachusetts Bay Ins Co 22306
Allmerica Financial Benefit 41840
The Hanover Insurance Co 22292.
25/26 Master
A Y ODF J696320 01 04/16/2025 04/16/2026
2,000,000
300,000
5,000
2,000,000
4,000,000
2,000,000
A ODF J696320 01 04/16/2025 04/16/2026
2,000,000
B Y W2F-J694033-01 04/16/2025 04/16/2026
1,000,000
1,000,000
1,000,000
C
Technology Professional Liability
LHF J705591 04/16/2025 04/16/2026
Aggregate Limit 3,000,000
Each Claim Limit 1,000,000
Deductible Each Claim 10,000
The certificate holder is included as an additional insured with respects to the operations of the named insured.
City of Redondo Beach
415 Diamond Street
Redondo Beach CA 90277
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A :
NAIC #
NAME:
CONTACT
(A/C, No):
FAX
E-MAIL
ADDRESS:
PRODUCER
(A/C, No, Ext):
PHONE
INSURED
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or 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).
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.
OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD
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. $
$
$
$
PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)
COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOS ONLY AUTOS
NON-OWNED
OWNED SCHEDULED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under
ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTHSTATUTEPER
(MM/DD/YYYY) LIMITS
POLICY EXP
(MM/DD/YYYY)
POLICY EFF
LTR TYPE OF INSURANCE POLICY NUMBER
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB EACH OCCURRENCE $
AGGREGATE $
$
OCCUR
CLAIMS-MADE
DED RETENTION $
PRODUCTS - COMP/OP AGG $
GENERAL AGGREGATE $
PERSONAL & ADV INJURY $
MED EXP (Any one person) $
EACH OCCURRENCE $
DAMAGE TO RENTED
PREMISES (Ea occurrence) $
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY
PROJECT LOC
CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED
AUTOS ONLY
ODF J696320 01
11111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.
The additional premium for this endorsement shall be % of the California workers’ compensation premium otherwise 2KKKKK due on such remuneration.
Schedule
Person or Organization
APPLIES AS BLANKET WAIVER
FOR THOSE HAVING A WRITTEN
CONTRACT WITH THE POLICYHOLDER REQUIRING WOS FOR
WC POLICYHOLDER EMPLOYEES.
Job Description
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. W2F-J694033-01 Endorsement No.
Insured
Insurance Company ALLMERICA FINANCIAL BENEFIT INSURANCE Countersigned By
WC 04 03 06 (Ed 04-84)
04/16/2025
Advanced Problem Solving LLC