HomeMy WebLinkAboutFive-O Training; 2025-02-03;City Attorney Approved Version 6/5/2024
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AGREEMENT FOR ON-SITE LAW ENFORCEMENT TRAINING SERVICES
FIVE-O TRAINING, LLC
THIS AGREEMENT is made and entered into as of the ______________ day of
___________________, 20__, by and between the City of Carlsbad, California, a municipal corporation
("City") and Five-O Training, a limited liability company ("Contractor”).
RECITALS
City requires the professional services of a consultant that is experienced in law enforcement
training. Contractor has the necessary experience in providing these professional services, has submitted
a proposal to City and has affirmed its willingness and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein,
City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the “Services”) that
are defined in Exhibit “A,” attached and incorporated by this reference in accordance with the terms and
conditions set forth in this Agreement.
2. TERM
This Agreement will be effective for a period of one (1) year from the date first above written.
3. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term shall not exceed
five thousand dollars ($5,000). No other compensation for the Services will be allowed except for items
covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent
(10%) retention until City has accepted the work and/or the Services specified in Exhibit “A.”
4. STATUS OF CONTRACTOR
Contractor will perform the Services as an independent contractor and in pursuit of Contractor’s
independent calling, and not as an employee of City. Contractor will be under the control of City only as
to the results to be accomplished.
5. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described herein caused by any willful misconduct or negligent act or omission of the Contractor, any
subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of
them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then,
and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein,
Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to
the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a
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final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the
cost to defend, shall not exceed the Contractor’s proportionate percentage of fault.
The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or
on behalf of an injured employee under the City’s self-administered workers’ compensation is included as
a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or
early termination of this Agreement.
6. INSURANCE
Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability
insurance, a combined policy of workers' compensation, employers liability insurance, and professional
liability insurance from an insurance company authorized to transact the business of insurance in the State
of California which has a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer
on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s
Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of
Insurance Commissioners (NAIC) latest quarterly listings report, in an amount of not less than one million
dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City
Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage. The insurance will be in force during the life of this Agreement and will
not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be
named as an additional insured on General Liability which shall provide primary coverage to the City. The
full limits available to the named insured shall also be available and applicable to the City as an additional
insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements
to City prior to City’s execution of this Agreement.
7. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement.
For City
For Contractor
Name Heather Hutchinson Name Juliette Barnes
Title Training Coordinator Title Co-Owner
Department Police Address P.O. Box 462522
City of Carlsbad Escondido, CA 92046
Address 2560 Orion Way Phone No. 760-888-5277
Carlsbad, CA 92010 Email fiveotrainingllc@gmail.com
Phone No. 442-339-2181
Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
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8. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or
interests as required in the City of Carlsbad Conflict of Interest Code.
Yes ☐ No ☒
If yes, list the contact information below for all individuals required to file: Name Email Phone Number
9. COMPLIANCE WITH LAWS
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
10. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
11. TERMINATION
City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the
other party. City will pay Contractor's costs for services delivered up to the time of termination, if the
services have been delivered in accordance with the Agreement.
12. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims
as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad
Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another
jurisdiction is grounds for the City of Carlsbad to terminate this Agreement.
13. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California. Contractor agrees
and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties
arising out of this Agreement is the State Superior Court, San Diego County, California.
14. ASSIGNMENT
Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due
under it, without the prior written consent of City.
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15. THIRD PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
16. AMENDMENTS
This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in
writing, signed by both parties, with a statement of estimated changes in charges or time schedule.
17. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
18. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
CONTRACTOR CITY OF CARLSBAD, a municipal corporation of
the State of California Five-O Training, a limited liability company
By: By:
(sign here) Police Chief
Juliette Barnes / Co-Owner
(print name/title)
ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Deputy City Clerk
(print name/title)
If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a
corporation, Agreement must be signed by one corporate officer from each of the following two groups:
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Group A. Group B.
Chairman, Secretary,
President, or Assistant Secretary,
Vice-President CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________ Assistant City Attorney
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EXHIBIT A
SCOPE OF SERVICES AND FEE
On-site training will be held at the Safety Training Center, 5750 Orion Street Carlsbad, CA 92010, on
February 24, 2025, from 0800 -1700 hours.
The child abuse for patrol course will provide patrol level law enforcement personnel with the
knowledge to recognize and respond to suspected child abuse cases. After taking this course, peace
officers will have the skills and specific knowledge to properly investigate and document a child abuse
incident, including understanding mandatory reporting requirements.
The tuition for this course is $250 per student. In exchange for being the host agency, Carlsbad Police
Department will receive one (1) free seat.
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WAIVER REQUEST FORM
FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S)
Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the
requirement(s).
Requested by:
(Name and Department) (Date)
Proposed modification(s) to the __________________ requirement(s) for
(Type of insurance) (Name of contract)
Reduce coverage to the amount of: $ .
Waive coverage
Other:
FACTOR(S) IN SUPPORT OF MODIFICATION(S)
(check those that apply)
Significance of Contractor: Contractor has previous experience with the City that is important to the
efficiency of completing the scope of work and the quality of the work-product. [explain]
Significance of Contractor: Contractor has unique skills and there are few if any alternatives. [explain:
include number of candidates RFP sent to and number responded if applicable]
Contract Amount/Term of Contract: $ . Work will be completed over a period of .
Professional Liability coverage is not available to this contractor or would increase the cost of the contract by
$ [explain].
Other (e.g. explain why exposures are minimal, how exposures are covered in another policy, exposure
control mechanisms, and any other information pertinent to your request):
Approved by Risk Manager for this contract only:
(Signature) (Date)
Amanda Simpson, Police 1/28/2025
insurance on-site law enforcement training services
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This is a classroom only
training and has minimal liability.
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