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Man-K9 Inc; 2026-01-14;
Page 1 City Attorney Approved Version 9/3/2025 AGREEMENT FOR BASIC K9 HANDLER TRAINING COURSE SERVICES MAN-K9 INC. 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 Man-K9 Inc., a California corporation, ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in handler training for police K9 units. B. Contractor has the necessary experience in providing professional services and advice related to handler training for police K9 units. C. Contractor 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 ("Services") that are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of two (2) years from the date first above written. The City Manager may amend the Agreement to extend it for three (3) additional one (1) year(s)or parts of a year. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed forty-five thousand dollars ($45,000.00). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If City elects to extend the Agreement, the amount shall not exceed forty-five thousand dollars ($45,000.00) per Agreement year. 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 Services specified in Exhibit "A." Docusign Envelope ID: 12AA6278-5435-4638-B61D-0D0875437F7C January 26 14th Page 2 City Attorney Approved Version 9/3/2025 Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way 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 result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to this Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION See Scope of Services (Exhibit A). 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have 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. Docusign Envelope ID: 12AA6278-5435-4638-B61D-0D0875437F7C Page 3 City Attorney Approved Version 9/3/2025 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 If Contractor maintains higher limits than the minimums shown above, City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to City. 10.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or Docusign Envelope ID: 12AA6278-5435-4638-B61D-0D0875437F7C Page 4 City Attorney Approved Version 9/3/2025 pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. 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 are: For City: For Contractor: Name Mike Ernst Name Laurie Hay Title Lieutenant Title Managing Director Dept Police Address 5050 Santa Fe St. CITY OF CARLSBAD SAN DIEGO, CA 92109 Address 2560 Orion Way Phone 760-468-8830 Carlsbad, CA 92010 Email laurie@mank9.com Phone 442-339-2195 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: 12AA6278-5435-4638-B61D-0D0875437F7C City Attorney Approved Version 10/23/2025 Page 5 16. 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 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 19. 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. 20. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation. 21. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A Docusign Envelope ID: 12AA6278-5435-4638-B61D-0D0875437F7C City Attorney Approved Version 10/23/2025 Page 6 copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 22. TERMINATION In the event of Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 23. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 24. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code Sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorneys fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment Docusign Envelope ID: 12AA6278-5435-4638-B61D-0D0875437F7C City Attorney Approved Version 10/23/2025 Page 7 proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 25. JURISDICTION 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. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 26. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 27. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than City and Contractor. 28. 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. /// /// /// /// /// /// /// /// /// /// /// Docusign Envelope ID: 12AA6278-5435-4638-B61D-0D0875437F7C City Attorney Approved Version 10/23/2025 Page 8 29. 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. Executed by Contractor this___________ day of _______________________, 20____. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California Man-K9, a California corporation By: By: (sign here) Police Chief Manuel Villaneuva / President (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. 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: 12AA6278-5435-4638-B61D-0D0875437F7C January14th 26 City Attorney Approved Version 10/23/2025 Page 9 EXHIBIT A SCOPE OF SERVICES AND FEE Basic K9 Handler Course for Patrol Man-K9’s primary focus is on obedience and control over the police dog. Our methods of “obedience and control” have proven time and time again its effectiveness out on the streets. Man-K9’s techniques assist the officer in obtaining the right level of control which is vital in tactical and serious situations. This course is designed to develop the primary kills necessary for street patrol. The new dog and handler team will learn the fundamentals of canine psychology and health, building and area searches, obedience and control, tactical deployment and trailing. Cost: $8,500 per student Indemnification: For the purposes of the following terms, the City of Carlsbad, California, a municipal corporation (the “Purchaser”), and Man K-9 Inc., a California corporation (the “Seller”) are identified as the respective parties. Purchaser expressly understands that Seller makes no representations or warranties as to the health, safety, and/or fitness of the dog for the purpose and/or intent for which it is purchased. Purchaser acknowledges and agrees that owning any animal, including but not limited to the dog, has inherent risks, including but not limited to the risk of dog bites and/or attacks to Purchaser and others. As part of this contract, and not by way of limitation, Purchaser absolutely and forever waives and relinquishes all of his/hers/its rights under Section 1542 of the Civil Code of the State of California to any party receiving a release from him/her/it. That Section reads: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. In connection with such waiver and relinquishment, Purchaser acknowledges that it is aware that he may later discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of this Agreement, but that it is their intention hereby fully, finally and forever, to settle and release all released matters, known or unknown, suspected or unsuspected, which now exist, may exist or previously existed between them and the party granting the release. In furtherance of such intention, the releases given here shall be in, and shall remain in, effect as full and complete releases, notwithstanding the discovery or existence of any such additional or different facts. Purchaser acknowledges and understands that there are certain risks involved in pet training, boarding, and care. You release, indemnify, and agree to hold Seller harmless from any and all manner of damages, claims, loss, liabilities, costs of expenses, causes of actions or suits, whatsoever in law or equity (including, without limitation, attorney's fees and related costs) arising out of or related to the services provided by Seller. Docusign Envelope ID: 12AA6278-5435-4638-B61D-0D0875437F7C City Attorney Approved Version 10/23/2025 Page 10 Purchaser expressly understands and agrees that Seller and its subsidiaries, affiliates, officers, employees, agents, partners and/or licensors shall not be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to: damages for personal injury to you and/or a third party resulting from (i) any and all actions and omissions during the dog training, whether on Seller's property or otherwise; (ii) any attacks and/or dog bites by the dog named above and subject to this contract OR any dog present at the dog training session; (iii) illness and/or injury to your dog caused by or related to any other animal present at the training. Purchaser further agrees to indemnify and hold Seller and its subsidiaries, affiliates, officers, employees, agents, partners and/or licensors (including but not limited to the owners and/or lessors of property where the training takes place) harmless from any and all actions made by any third party related to or arising from this contract, including but not limited to actions brought as a result of any dog bite and/or attack by the dog named above and subject to this contract. Purchaser expressly agrees that as part of this indemnity it will be responsible for any and all court costs, including but not limited to reasonable attorneys' fees for an attorney of Seller's choice, filing fees and additional costs. Seller may provide Purchaser with certain equipment, including but not limited to: leather leash, choke chain, leather collar. Seller makes absolutely no representations regarding the condition and merchantability of any such items and Purchaser agrees to release, indemnify, and hold Seller harmless from any and all manner of damages, claims, loss, liabilities, costs of expenses, causes of actions or suits, whatsoever in law or equity (including, without limitation, attorney's fees and related costs) arising out of or related to the failure and/or defectiveness of any such equipment, including but not limited to any and all actions, including dog bites and/or attacks, by the dog subject to this Contract, and involving the failure and/or defectiveness of any such equipment. Seller expressly agrees that Purchaser is in liberty to purchase or obtain dogs from other vendors. Purchaser expressly agrees that Seller has the right to refuse to train any dog purchased from another vendor, due to inadequate temperament. Purchaser expressly agrees that Seller will conduct all Basic Handler Courses in Patrol/Narcotic Detection/Tracking and Decoy work for Purchaser. Purchaser expressly agrees that should Seller bring action against Purchaser related to this Contract, including but not limited to collection actions and/or actions due to Purchaser's breach of the contract, Purchaser shall be responsible for all collection and/or court costs, including but not limited to reasonable attorneys' fees for an attorney of Seller's choice, filing fees and additional costs. Purchaser expressly understands there is no express or implied warranty of merchantability related to products or services purchased or provided pursuant to this contract. If applicable, Purchaser agrees to provide Seller with a complete copy of its written policy on the use of police/security dogs. Seller and Purchaser expressly represent that Seller has no authority or discretion to create or modify Purchaser's policy on the use of police/security dogs. Under no circumstances shall Seller be deemed a policy-maker for Purchaser. Under no circumstances shall Seller be liable for any use of the dog, whether 1) in accordance with or contrary to any purpose stated in Purchaser's written policy; or 2) during the ordinary course of Purchaser's business or otherwise. Purchaser acknowledges that any of its subsidiaries, affiliates, officers, employees, agents, partners and/or licensors that take part in the training pursuant to this contract shall participate pursuant to the Docusign Envelope ID: 12AA6278-5435-4638-B61D-0D0875437F7C City Attorney Approved Version 10/23/2025 Page 11 ordinary course of Purchaser's business, if any, and be covered by appropriate employee insurance(Workers’ Compensation Insurance). Purchaser further expressly understands and agrees with the following, which is an integral part of the contract: i. MAN-K9 INC. and its subsidiaries, affiliates, officers, employees, agents, partners and/or licensors, including but not limited to Manuel Villanueva, do not teach you, your officers, employees, agents, or partners, any classes related to the USE OF FORCE and do not dictate policy in the USE OF FORCE exercised by you, your officers, employees, agents, or partners. ii. MAN-K9 and its subsidiaries, affiliates, officers, employees, agents, partners and/or licensors, including but not limited to Manuel Villanueva, only teach dogs to perform according to your policies and/or procedures. iii. You expressly warrant and represent that MAN-K9 INC. and its subsidiaries, affiliates, officers, employees, agents, partners and/or licensors, including but not limited to Manuel Villanueva are not policy-makers for you and/or your department or Agency. iv. MAN-K9 INC. and its subsidiaries, affiliates, officers, employees, agents, partners and/or licensors, including but not limited to Manuel Villanueva, do not teach, recommend, advise or dictate when you, your officers, employees, agents, or partners should deploy the dog(s) in actual police/security/patrol work. v. You expressly warrant and represent that any dog trained pursuant to this Contract, by MAN- K9 INC. and its subsidiaries, affiliates, officers, employees, agents, partners and/or licensors, including but not limited to Manuel Villanueva will be used only in accordance with the training provided and only for the purposes stated in Your department or agency's written policy. The parties expressly agree that this Contract is to be governed by the laws of California and any action arising from or related to this Contract, including actions to enforce any provision, shall be brought in the federal or state courts situated in Los Angeles, California. The parties expressly waive any defenses related to forum non conveniens, personal jurisdiction or venue. Docusign Envelope ID: 12AA6278-5435-4638-B61D-0D0875437F7C Docusign Envelope ID: 12AA6278-5435-4638-B61D-0D0875437F7C CERTIFICATE OF INSURANCE PRODUCER: DATE ISSUED: 7/8/2025 LESTER KALMANSON AGENCY, INC. COMPANY: CMC-4856 NASP CONSORTIUM - &/OR MITCHEL KALMANSON CERTAIN UNDERWRITERS @ LLOYDS LONDON P.O. BOX 940008 MAITLAND, FL 32794-0008 PH: (407) 645-5000 / FAX: (407) 645-2810 POLICY NUMBER: CMC1482 WWW.LKALMANSON.COM/ MITCHEL K25@HOTMAIL.COM NAMED INSURED: EFFECTIVE DA TE: EXPIRATION DATE: MAN-K9 INC. C/O JUAN MANUEL VILLANUEVA 03/06/2025 03/06/2026 4422 F ALLSBRAE RD. F ALLBROOK, CA 92028 (BOTH DAYS AT 12:0 I A.M. LOCAL STANDARD TIME) COVERAGE INFORMATION THIS IS TO CERTIFY THAT THE POLICY(S) OF INSURANCE LISTED BELOW HA VE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOT WITHSTANDING ANY REQUIREMENT, TERM(S) OR CONDITION(S) OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE(S) MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND/OR CONDITIONS OF SUCH POLICIES. LIMITS OF LIABILITY SHOWN MAY HAVE BEEN REDUCED BY ANY PAID CLAIMS. TYPE OF INSURANCE: LIMITS: _x GENERAL LIABILITY GENERAL (ANNUAL) AGGREGATE: $4,000,000.00 LIMITED PRODUCTS AGGREGATE: $4,000,000.00 PERSONAL & ADV. INJURY: $2,000,000.00 EACH OCCURRENCE: $2,000,000.00 FIRE DAMAGE (ANY ONE FIRE): $100,000.00 MEDICAL PAYMENTS: $5,000.00 ADDITIONAL INSURED(S): CITY OF CARLSBAD IS /ARE HEREBY ADDED AS ADDITIONAL !NSURED(S) ONLY AS THEIR INTEREST MAY APPEAR IN RESPECTS TO THE OPERA TION(S) PERFORMED BY THE NAMED INSURED AND/OJ< THEIR EMPLOYEE(S) ONLY. EVENT DATE(S): VARIOUS THROUGHOUT POLICY PERIOD EVENT LOCA TION(S): VARIO US CALIFORNIA LOCATION WAIVER OF SUBROGATION IS INCLUDED & IN FAVOR OF THE CITY OF CARLSBAD ONLY THIS CERTIFICATE IS ISSUED AS A MA TIER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE(S) AFFORDED BY THE POLICY(S) LISTED. "LIMITS SHOWN ARE THOSE IN EFFECT AS OF POLICY INCEPTION'1 ,/ SHOULD ANY OF THE ABOVE DESCRIBED POLICY(S) BE CANCELLED BEFORE THE EXPIRA T~ON DAT HEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL O DAYS' WRITTEN NOTICE TO THE CERTIFI TE HOLDER NAMED BELOW, BUT FAILURE TO MAIL SUCH NOTICE SHALL !MPOSE NO OBLIGATION(S) &/OR IABILITY(S) OF ANY KIND UPON THE COMPANY, ITS AGENTS &/OR REPRESENTATIVES &/OR KALMANSON E AL CERTIFICATE HOLDER/ ADDITIONAL INSURED: AUTHORIZED RE~;,:. NTA TIVE CITY OF CARLSBAD 2560 ORION WAY CARLSBAD, CA 920 I 0, USA X If i MITCHEL KALM~ $ON I PRESIDENT Docusign Envelope ID: 12AA6278-5435-4638-B61D-0D0875437F7C ENDORSEMENT Named Insured Endorsement Number MAN-K9INC. 28 Policy Number l ;116/;;riod I to 1 3/6/26 Effective Date of Endorsement CMC1482 7/8/25 Issued by UNDERWRITERS AT LLOYD'S THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY DESIGNATED ADDITIONAL INSURED ENDORSEMENT IT IS AGREED FOR A FLAT FU LLY EARNE D PREMIUM OF $500 .00 , SCHEDULE : ADDITIONAL INSURED : CITY OF CARLSBAD 2560 ORION WAY CARLSBAD, CA 92010 RE : POL ICE DOG TRAINING & SALE S IS RECOGNI ZED AS ADDITIONAL INSURED IN ACCORDANCE WITP. SECTION III -ADDITI ONAL INSURED OF THE POLICY FORM. WAIVER OF SUBROGATION ENDORSEMENT (PER WRITTEN CONTRACT) IT IS AGREED , WAIVER OF SUBROGAT I ON I S AFFORDED BY THIS POLICY FOR THE BENEFIT OF THE ADDITIONAL INSURED(S). WE WAIVE ANY RIGHT OF RECOVERY WE MAY HAVE AGAINST THE PERSON OR ORGANIZATION, BECAUSE OF PAYMENT S WE MAKE FOR INJURY OR DAMAGE ARISING OUT OF "YOUR WORK" DONE UNDER A CONTRACT WITH THAT PERSON OR ORGANIZATION. THE WAIVER APPLIES (1'JLY TO THE PERSON OR ORGANIZATION ON THE SCHEDULE. FAILURE TO PAY THIS ENDORSEMENT WITHIN 30 DAYS WILL VOID AND RESCIND THIS ENDORSEMENT AND ANY COVERAGE PROVIDED BY THIS ENDORSEMENT. NOTHfNG HEREIN CONTAINED SHALL BE HELD TO VARY, ALTER, WAl' 'E OR EXTEND ANY OF THE TERMS, CONDITIONS, OR LIMITATIONS OF THE POLICY TO WHI CH THIS ENDORSEMENT I~ A TT ACHED OTHER THAN AS STATED ABOVE 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 THISCERTIFICATE 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 belowIf 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 HIREDAUTOS ONLY 12/07/202612/07/2025 City of Carlsbad 2560 Orion Way Carlsbad CA 92010 BA040000085803 1,000,000 4 4 4 A 38342California Automobile Insurance Company commercial@aisinsurance.com 800-498-3293866-570-7335 Nicole Moreno Man-K9 Inc. 4422 Fallsbrae Rd Fallbrook CA 92028 Auto Insurance Specialists PO BOX 10160 Santa Ana CA 92711-0730 01/13/2026 Docusign Envelope ID: 12AA6278-5435-4638-B61D-0D0875437F7C ACORD I ~ I '--~ □ - -- Fl □ □ I ----- '--'-- R -I I I L.......J I I I □ I □ □ □ □ I ~/-2CP/4r ~?~ CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 01/13/2026 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 be endorsed. If SUBROGATIONIS 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). PRODUCER NUTMEG INS AGENCY INC/PHS 76210775 The Hartford Business Service Center 3600 Wiseman Blvd San Antonio, TX 78251 CONTACT NAME: PHONE (A/C, No, Ext): (888) 925-3137 FAX (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURED Man K9 Inc 5050 SANTA FE ST SAN DIEGO CA 92109-1609 INSURER A : Hartford Casualty Insurance Company 29424 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : 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. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/Y YYY)LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE POLICY PRO- JECT LOC PRODUCTS - COMP/OP AGG OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) ANY AUTO BODILY INJURY (Per person) ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) HIRED AUTOS NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS- MADE EACH OCCURRENCE AGGREGATE DED RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/ A X 76 WEG AH6RBB 09/22/2025 09/22/2026 X PER STATUTE OTH- ER Y/N E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. Waiver of Subrogation applies in favor of the Certificate Holder per Waiver of our Right to Recover from Others Endorsement WC040306 attached to this policy. CERTIFICATE HOLDER CANCELLATION City of Carlsbad 2560 ORION WAY CARLSBAD CA 92010 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: 12AA6278-5435-4638-B61D-0D0875437F7C ~ .,. db I ACC>RC> ~ ~ - - I ,__ □ □ ,__ Fl □ □ ,__ ~ ~ ,__ t--- ,__ t--- ~ 7 I I I I I [