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HomeMy WebLinkAboutCalifornia Association of Tactical Officers; 2025-07-28;City Attorney Approved Version 5/30/2025 Page 1 AGREEMENT FOR ON-SITE LAW ENFORCEMENT TRAINING SERVICES CALIFORNIA ASSOCIATION OF TACTICAL OFFICERS, A NONPROFIT 501(C)(3) ORGANIZATION THIS AGREEMENT (“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 California Association of Tactical Officers, a Nonprofit 501(C)(3) Organization ("Contractor”). RECITALS City requires the professional services of a consultant that is experienced in law enforcement tactical 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 in this Agreement, 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 ten thousand dollars ($10,000.00). 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 otherwise provided in Exhibit “A” or agreed to in writing by the parties. 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 City), indemnify, and hold harmless 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 in this Agreement caused by any willful misconduct or negligent act or omission of 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 California Civil Code Section 2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that Docusign Envelope ID: AF7A42E7-1FE5-4263-8B35-27B3F331C453 25July 28th City Attorney Approved Version 5/30/2025 Page 2 arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of 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 Contractor’s proportionate percentage of fault. The parties expressly agree that any payment, attorneys fee, costs or expense City incurs or makes to or on behalf of an injured employee under City’s self-administered workers’ compensation program 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 City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to City. The full limits available to the named insured shall also be available and applicable to 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 Mat Sorenson Title Training Coordinator Title Treasurer Department Police Address P.O. Box 5624 City of Carlsbad Garden Grove, CA 92846 Address 2560 Orion Way Phone No. 562-528-6558 Carlsbad, CA 92010 Email treasurer@catotraining.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: AF7A42E7-1FE5-4263-8B35-27B3F331C453 City Attorney Approved Version 5/30/2025 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. 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, California 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: AF7A42E7-1FE5-4263-8B35-27B3F331C453 City Attorney Approved Version 5/30/2025 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 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 California Association of Tactical Officers, a Nonprofit 501(C)(3) Organization By: By: (sign here) Assistant Chief of Police Mat Sorenson / Treasurer (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Morgen Fry, Assistant 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: AF7A42E7-1FE5-4263-8B35-27B3F331C453 ~ S° bV'UA,SblA, City Attorney Approved Version 5/30/2025 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: _____________________________ Senior Assistant City Attorney Docusign Envelope ID: AF7A42E7-1FE5-4263-8B35-27B3F331C453 City Attorney Approved Version 5/30/2025 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, from July 28- August 1, 2025. Less Lethal Instructor Course: July 28-29, 2025 This course will provide students with the knowledge, skills and abilities to instruct their department members in the use of less lethal weapons in patrol, custody, tactical, and crowd control environments. This course provides legislative update information with regarding use of force and deployment of less lethal munitions in a crowd control environment (AB48). The tuition for this course is $393.00 per student. Less Lethal/Diversionary Device Update: July 30, 2025 This course provides current less-lethal and diversionary device instructors with updated knowledge, techniques, and hands-on training to teach other officers in the safe, legal and effective use of less- lethal impact weapons and diversionary devices. The tuition for this course is $266.00 per student. Diversionary Device Instructor Course: July 31 – August 1, 2025 This course will provide students with the knowledge, skills and abilities to instruct their department members in the deployment od diversionary devices. This course contains legislative update information regarding Penal Code section 835a, AB48, and AB481. The tuition for this course is $442.00 per student. In exchange for being the host agency, Carlsbad Police Department will receive one (1) - two (2) free seats for each class. Docusign Envelope ID: AF7A42E7-1FE5-4263-8B35-27B3F331C453 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-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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 AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED 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 EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR 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 PRO-JECT 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 7/25/2025 Kindt, Kaye & Wentz, Inc. 204 N. West Suite 103 Doylestown PA 18901 Ed Wentz (215) 773-0500 edwentz@kkwinsurance.com California Association of Tactical Officers PO Box 1700 Escondido CA 92033 Miller (Lloyds of London) A Y Y PCALI013124 06/07/2025 06/07/2026 2,000,000 2,000,000 4,000,000 2,000,000 A Professional Liability PCALI013124 06/07/2025 06/07/2026 Per Claim Limit 2,000,000 Aggregate Limit 2,000,000 RE: Training events to be held from 07-28-2025 thru 08-01-2025 at Safety Training Center: 5750 Orion St Carlsbad, CA 92010 City of Carlsbad, CA is additional insured to General Liability per policy coverage form 621 MIL City of Carlsbad Police Department 1635 Faraday Ave Carlsbad CA 92008 Docusign Envelope ID: AF7A42E7-1FE5-4263-8B35-27B3F331C453 ACORD® I ~ I X XI □ - - ~ □ □ - ------ -H I I I I I □ Ea.two.-d-A. Ww, I 621 MIL CONTRACT ENDORSEMENT PAGE 1 OF 3 Unique Market Reference: B0621PCALI013125 Endorsement Reference: 02 Named Insured: California Association of Tactical Officers and as stated in the contract Policy Period: From 07 June 2025 to 07 June 2026 both days at 12.01 am, local standard time at the address of the Named Insured SLIP LEADER TO AGREE ALL PAGES Miller Insurance Services LLP is a limited liability partnership registered in England and Wales; Registered Number: OC301468; Registered Office: 70 Mark Lane, London, EC3R 7NQ. Authorised and regulated by the Financial Conduct Authority. IF PLACED VIA PPL THIS BOX WILL NOT BE SIGNED CONTRACT CHANGES This contract is amended as follows: Endorsement Effective Date: 15 July 2025 It is understood and agreed that Endorsement 15 is amended as follows: 15) ADDITIONAL INSURED ENDORSEMENT In consideration of the premium charged for this Policy, it is hereby understood and agreed that the following client of the Insured: The City of Fairfield, its officers, officials, employees and volunteers 1000 Webster Street Fairfield CA 94533 USA City of Carlsbad 2560 Orion Way Carlsbad CA 90101 USA shall be added as an additional insured under this Policy, for Claims first made against it during the Period of Insurance, but only with respect to those Claims demonstrated by the client to: 1) have arisen out of any negligent act, error or omission of the Insured in rendering or failing to render Security Professional Services; or 2) be for Bodily Injury or Property Damage caused by an Accident which is covered under Insuring Agreement I.F. of this Policy and then: a) only to the extent the Insured Organization would have been liable and coverage would have been afforded under the terms and conditions of this Policy had such Claim been made against the Insured Organization; and b) only where a written contract or agreement is in effect between the Insured Organization and such client requiring the client to be an additional insured under the Insured Organization’s respective professional liability and/or general liability insurance policy; and Docusign Envelope ID: AF7A42E7-1FE5-4263-8B35-27B3F331C453 D 621 MIL CONTRACT ENDORSEMENT PAGE 2 OF 3 Unique Market Reference: B0621PCALI013125 Endorsement Reference: 02 Named Insured: California Association of Tactical Officers and as stated in the contract Policy Period: From 07 June 2025 to 07 June 2026 both days at 12.01 am, local standard time at the address of the Named Insured SLIP LEADER TO AGREE ALL PAGES Miller Insurance Services LLP is a limited liability partnership registered in England and Wales; Registered Number: OC301468; Registered Office: 70 Mark Lane, London, EC3R 7NQ. Authorised and regulated by the Financial Conduct Authority. IF PLACED VIA PPL THIS BOX WILL NOT BE SIGNED c) only for an amount no greater than the amount of limits required by such contract or agreement or the Limit of Liability of this Policy, whichever is less. The above mentioned extension of coverage shall not apply to that portion of any Claim which includes allegations or facts indicating actual or alleged independent or direct liability on the part of such client. Where any Claim includes allegations or facts indicating actual or alleged independent or direct liability on the part of the client, then the Underwriters, the Insured and the client will use their best efforts to determine a fair and appropriate allocation between that portion of Claims Expenses and Damages that are covered under this Policy and that portion of claims expenses and damages that are not covered under this Policy. Additionally, the Underwriters, the Insured and the client agree that in determining a fair and appropriate allocation of Claims Expenses and Damages, the parties will take into account the relative anticipated legal and financial exposures of the Insured and the client. 1) V. EXCLUSIONS E. EXCLUSIONS APPLICABLE TO ALL INSURING AGREEMENTS 2. is deleted in its entirety and replaced with the following: By or on behalf of one or more Insureds under this Insurance against any other Insured or Insureds under this Insurance, except this exclusion does not apply to: d) ( i ) i) any Claim by or on behalf of any Employee which is covered pursuant to Insuring Agreement I.G. of this Policy; or j) ( i i ) ii) any Claim by or on behalf of any client of the Insured Organization who is an additional insured by virtue of the Additional Insured Endorsement; 2) XIII. OTHER INSURANCE is amended by the addition of the following: Notwithstanding the foregoing, where required by a written contract or agreement coverage under this Policy shall qualify as primary insurance to any client of the Insured Organization but only if the client becomes involved in a Claim that does not contain any allegations of active wrongdoing on the part of the client, and where the client liability, if any, is solely due to its vicarious liability for the acts, errors or omissions or Accidents of the Insured. 3) XV. SUBROGATION is deleted in its entirety and replaced with the following: In the event of any payment under this Insurance or of the notification by the Insured of any Claim or of any circumstance that could reasonably be the basis for a Claim, the Underwriters shall be subrogated to all the Insureds’ rights of recovery therefor against any person or organization, and the Insured shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The Insured shall do nothing to prejudice such rights. The Underwriters agree to waive their rights of recovery against any client of the Insured Organization for a Claim which is covered pursuant to this Policy to the extent the Insured Organization had, prior to such Claim, a written contract or agreement to waive such Docusign Envelope ID: AF7A42E7-1FE5-4263-8B35-27B3F331C453 D 621 MIL CONTRACT ENDORSEMENT PAGE 3 OF 3 Unique Market Reference: B0621PCALI013125 Endorsement Reference: 02 Named Insured: California Association of Tactical Officers and as stated in the contract Policy Period: From 07 June 2025 to 07 June 2026 both days at 12.01 am, local standard time at the address of the Named Insured SLIP LEADER TO AGREE ALL PAGES Miller Insurance Services LLP is a limited liability partnership registered in England and Wales; Registered Number: OC301468; Registered Office: 70 Mark Lane, London, EC3R 7NQ. Authorised and regulated by the Financial Conduct Authority. IF PLACED VIA PPL THIS BOX WILL NOT BE SIGNED rights. Any recoveries shall be applied first to subrogation expenses, second to Damages and Claims Expenses paid by Underwriters, and third to the deductible. Any additional amounts recovered shall be paid to the Named Insured. Coverage provided to the “Additional Insured” entity by virtue of this endorsement shall be primary coverage to any liability policy or certificate naming the “Additional Insured” entity as a “Named Insured” under that other policy or certificate; This Policy will be excess over, and non-contributing with, any other collectible insurance coverage provided to the “Additional Insured” entity which provides coverage to the “Additional Insured” entity as an “Additional Insured”, whether under a policy or certificate of general liability, professional liability or contractors’ pollution liability insurance coverage or project- specific insurance. All other terms and conditions remain unchanged. INFORMATION None. Signed and Agreed via email dated 17 July 2025 as per the Lloyd’s Emergency Trading Protocol Docusign Envelope ID: AF7A42E7-1FE5-4263-8B35-27B3F331C453 D 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 7/8/2025 Work Comp/Auto on-site law enforcement training services ■ ■ The instructors for the California Association of Tactical Officers are independant contractors so they are not employees of CATO. An automobile is not involved in Cotractor's work for the City. Docusign Envelope ID: AF7A42E7-1FE5-4263-8B35-27B3F331C453 7/28/2025 □ □ □ □ □