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HomeMy WebLinkAboutDenise Amber Lee Foundation; 2025-05-06;City Attorney Approved Version 2/11/2025 Page 1 AGREEMENT FOR ON-SITE LAW ENFORCEMENT TRAINING SERVICES DENISE AMBER LEE FOUNDATION, A NONPROFIT 501(c)3 CORPORATION 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 Denise Amber Lee Foundation, a nonprofit 501(c)3 corporation ("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 ($5,000.00). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. Payment terms are NET 30 unless provided otherwise in Exhibit “A.” 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 Docusign Envelope ID: 77EE5F40-41E1-4C6D-9012-AF1E85954954 May 6th 25 City Attorney Approved Version 2/11/2025 Page 2 the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a 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 Mark A. Lee Title Training Coordinator Title Vice President Department Police Address P.O. Box 781 City of Carlsbad Englewood, FL 34295 Address 2560 Orion Way Phone No. 941-830-2035 Carlsbad, CA 92010 Email marklee@deniseamberlee.org 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. Docusign Envelope ID: 77EE5F40-41E1-4C6D-9012-AF1E85954954 City Attorney Approved Version 2/11/2025 Page 3 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 without regard to, or application of, choice of law rules or principles. 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 Docusign Envelope ID: 77EE5F40-41E1-4C6D-9012-AF1E85954954 City Attorney Approved Version 2/11/2025 Page 4 under it, without the prior written consent of City. 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 Denise Amber Lee Foundation, a nonprofit 501(c)3 corporation By: By: (sign here) Police Chief Mark A. Lee / Vice President (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: Docusign Envelope ID: 77EE5F40-41E1-4C6D-9012-AF1E85954954 City Attorney Approved Version 2/11/2025 Page 5 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 Docusign Envelope ID: 77EE5F40-41E1-4C6D-9012-AF1E85954954 City Attorney Approved Version 2/11/2025 Page 6 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 September 23, 2025. In this powerful and immersive full-day, eight-hour course, students will be taken on an emotional journey through the tragic events surrounding the kidnapping, rape, and murder of Denise Amber Lee. Guided by Denise’s husband, Nathan Lee, founder and President of the Denise Amber Lee Foundation, this class provides a deeply personal and professional perspective on the critical 9-1-1 failures that unfolded that day. Through an in-depth retelling of Denise’s story by Nathan Lee himself, participants will gain a firsthand understanding of the heartbreaking events and the vital lessons that emerged from this tragedy. The course will examine the role multiple 9-1-1 centers played during the incident, analyzing successes and failures to highlight the importance of consistent excellence in emergency communications. Students will explore key themes such as leadership, training, and the critical need to foster a culture of accountability and empowerment within communications centers. Additionally, participants will engage in real-world scenario exercises and group discussions designed to reinforce the life-saving importance of their roles as dispatchers and call-takers. This uplifting and inspiring course not only emphasizes the gravity of responsibility in 9-1-1 centers but also celebrates the incredible impact dispatchers can have during critical incidents. Join us for A Victim’s Plea and discover how your commitment to excellence can help ensure no family, and no 9-1-1 center endures a tragedy like the Denise Amber Lee case again. Course Objectives: 1. Understanding the Events of January 17, 2008 Participants will explore the detailed timeline of Denise Amber Lee’s abduction and the emergency response that followed. By analyzing key moments, including the initial 9-1-1 calls, dispatch communications, and law enforcement response, students will gain insight into how critical decisions were made and the impact of response times on the outcome. 2. Identifying Key Failures and Lessons Learned This objective focuses on examining the missteps in emergency communications, including misrouted calls, procedural gaps, and human errors that contributed to the tragic outcome. Participants will discuss the lessons learned from these failures and explore ways to improve call-taking, dispatching, and interagency collaboration to prevent similar incidents. 3. Recognizing the Role and Responsibility of Emergency Personnel Students will develop a deeper understanding of the critical role that 9-1-1 professionals play in public safety. Through case study analysis, they will examine how individual actions—both positive and negative—affect the effectiveness of emergency response. This discussion will reinforce the importance of professionalism, adherence to protocol, and situational awareness in high-pressure situations. 4. Applying Best Practices for Handling Critical Incidents This objective will equip students with the knowledge to implement best practices when Docusign Envelope ID: 77EE5F40-41E1-4C6D-9012-AF1E85954954 City Attorney Approved Version 2/11/2025 Page 7 handling missing persons cases and critical incidents. They will review and analyze policies such as BOLO (Be On the Lookout) alerts and discuss how effective communication, thorough questioning techniques, and coordinated efforts between agencies can increase the likelihood of a successful resolution. 5. Enhancing Decision-Making and Situational Awareness through Scenario-Based Training Participants will engage in hands-on exercises, including simulations of emergency calls similar to those received during Denise Amber Lee’s case. By participating in role-playing scenarios, students will practice decision-making under pressure, refine their questioning techniques, and develop the ability to recognize and act on critical information more effectively. The tuition for this course is $200 per City of Carlsbad employee. In exchange for being the host agency, Carlsbad Police Department will receive one (1) free seat and a discounted rate for additional employees. The tuition for an outside agency is $250 per student. A minimum class size of twenty-five (25) attendees and reserves the right to cancel the class if the threshold is not met. Docusign Envelope ID: 77EE5F40-41E1-4C6D-9012-AF1E85954954 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD DENIS-2 OP ID: CL 04/15/2025 Key Agency Inc. Key Agency Inc 1201 South McCall Road Englewood, FL 34223 Key Agency Inc. 941-474-9511 941-474-7283 Lloyds Denise Amber Lee FoundationPO Box 781 Englewood, FL 34295 A X 1,000,000 X X PSM0639967657 06/04/2024 06/04/2025 250,000 5,000 1,000,000 2,000,000 X 1,000,000 1,000,000 A PSM0639967657 06/04/2024 06/04/2025 Prof Liab 1,000,000 Additional Insured, primary & non-contributory & 30 Day Cancellation applies in favor of the City of Carlsbad. CICAR01 City of Carlsbad 2560 Orion Way Carlsbad, CA 92010 941-474-9511 Emp Ben. Professional Liab Docusign Envelope ID: 77EE5F40-41E1-4C6D-9012-AF1E85954954 Unique Market Reference No. B087523C9N5051, B087523C9N5053 ©1999-2025 CFC Underwriting Ltd, All Rights Reserved ADDITIONAL INSURED ENDORSEMENT ATTACHING TO POLICY NUMBER: PSM0639967657 THE INSURED: Denise Amber Lee Foundation Inc WITH EFFECT FROM: 11 Apr 2025 It is understood and agreed that the following amendments are made to this Policy: 1. The following DEFINITION is added: "Additional insured"means City of Palo Alto PO BOX 10250 Palo Alto , CA 94303 US APCO, Tradeshow Logistics, and Orange County Convention Center 351 N Williamson Blvd Daytona Beach, FL 32114 US City Of Carlsbad 2560 Orion Way Carlsbad CA , 92010 2. Where an “Additional insureds” CONDITION exists in this Policy, additional insureds are included as a third party. 3. Where an “Additional insureds” CONDITION does not exist in this Policy, the following CONDITION is added: Additional insureds Additional insureds are indemnified under this Policy as if they were you, but only in respect of sums which they become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any claim arising solely out of an act, error or omission committed by you or on your behalf, provided that had the claim been made against you, then you would be entitled to indemnity under this Policy. Before we indemnify any additional insured, they must prove to us that the claim arose solely out of an act, error or omission committed by you or on your behalf and fully comply with CONDITION 1 as if they were you. When this CONDITION applies, it will be primary and non- contributory to the additional insured's own insurance but only if you and the additional insured have entered into a contract that contains a provision requiring this. Docusign Envelope ID: 77EE5F40-41E1-4C6D-9012-AF1E85954954 Unique Market Reference No. B087523C9N5051, B087523C9N5053 ©1999-2025 CFC Underwriting Ltd, All Rights Reserved Whilst additional insureds are indemnified under this Policy, any claim made by additional insureds against you will be treated by us as if they were a third party and not as a named insured. 4. The following CONDITION is added: Notice of cancellation to additional insureds If we give you notice of cancellation in accordance with the “Cancellation” CONDITION, we will endeavour to provide the same notice of cancellation to additional insureds; however, not doing so will not place any additional liability upon us. SUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE POLICY Authorised Signatory CFC Underwriting Ltd Docusign Envelope ID: 77EE5F40-41E1-4C6D-9012-AF1E85954954 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 Department 4/30/2025 Auto / Work Comp on-site law enforcement training ■ ■ An auto is not used in the contractor's work for the city. Trainers for contractor's classes are independant contractors. Docusign Envelope ID: 77EE5F40-41E1-4C6D-9012-AF1E85954954 5/5/2025