Loading...
HomeMy WebLinkAboutD-Prep Inc; 2026-08-03;Docusign Envelope ID: 557EAAB0-F2BB-89A8-81 EC-774B942E0004 AGREEMENT FOR ON-SITE LAW ENFORCEMENT TRAINING SERVICES D-PREP, INC. THIS AGREEMENT ("Agreement") is made and entered into as of the 3rd day of August 20 26, by and between the City of Carlsbad, California, a municipal corporation {"City") and D-Prep, Inc., a Delaware 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 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 {l) 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 City Attorney Approved Version 10/23/2025 Page 1 Docusign Envelope ID: 557EAAB0-F2BB-89A8-81 EC-774B942E0004 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 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 th is 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 Name Title Heather Hutchinson Training Coordinator Department Police City of Carlsbad Address 2560 Orion Way Carlsbad, CA 92010 Phone No. 442-339-2181 For Contractor Debra Salvo Name Title Address Division Director Phone No. Email Page 2 705 East Bidwell STE 2-357 Folsom, CA 95630 916-955-4249 dsalvo@dprep.com City Attorney Approved Version 10/23/2025 Docusign Envelope ID: 557EAAB0-F2BB-89A8-81 EC-774B942E0004 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. 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 0 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. 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. 11. 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. 12. 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. 13. 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 City Attorney Approved Version 10/23/2025 Page 3 Docusign Envelope ID: 557EAAB0-F2BB-89A8-81 EC-774B942E0004 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. 14. 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. 15. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 16. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than City and Contractor. 17. 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. 18. 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. II II II II II II II II Page 4 City Attorney Approved Version 10/23/2025 Docusign Envelope ID: 557EMB0-F2BB-89A8-81 EC-774B942E0004 19. 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. D-Prep, a Delaware corporation By: (sign here) Elmo Banning, President & CEO (print name/title) By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: Christie Calderwood, Chief of Police ATTEST: SHERRY FREISINGER, City Clerk By: Morgen Fry, Assistant City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. ~ corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A. Chairman, President, or Vice-President Group B. Secretary, Assistant Secretary, 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: _jUA-W_-~fi,r-~_-_nw, ___ _ Senior Assistant City Attorney City Attorney Approved Version 10/23/2025 Page 5 Docusign Envelope ID: 557EAAB0-F2B B-89A8-81 EC-774B942E0004 EXHIBIT A SCOPE OF SERVICES AND FEE Advanced Crisis (Hostage) Negotiations On-site training will be held at the Safety Training Center, 5750 Orion Street Carlsbad, CA 92010, from August 19-21, 2026. This two-and-one-half-day course is designed to further prepare experienced crisis negotiators for the various challenges they may encounter during negotiation events. Using actual case examples and anticipated issues faced during negotiation events, the course assists participants in identifying and addressing various incident influences and challenges. A highly popular segment of the course, Incident Autopsies, engages experienced negotiators in an open discussion forum where participants examine real-world negotiation challenges and strategies to help overcome similar situations in the future. The course is presented entirely from a practitioner's perspective through interactive discussions, practical exercises, and case studies based on actual negotiation incidents. Instruction is provided by experienced crisis negotiation professionals from throughout California who possess extensive backgrounds in hostage and crisis negotiations. The tuition for this course is $357 per student. As the host agency, the Carlsbad Police Department will receive two (2) complimentary registrations. City Attorney Approved Version 10/23/2025 Page 6 Docusign Envelope ID: 557EAABO-F2BB-89A8-81 EC-774B942E0004 ~ ACORD'' CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDNYYY) ~ 7/23/2026 D-PRINC-01 HEMALATHATHANAKALA THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), 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 rii:ihts to the certificate holder in lieu of such endorsement(s). PRODUCER License # OE67731 ij~ij!~cT Service Support Leland Insurance A~encz, Inc. PHONE 28 1 I r..e~, No):(650) 649-2353 548 Market Street P 82 487 ~ Ext): (916) 4 -309 San Francisco, CA 94104-5401 s, leland(@.covu.com INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: PHILADELPHIA INDEMNITY INSURANCE COMPANY 18058 INSURED INSURER B: D-Prep, Inc. INSURERC: 705 East Bidwell Ste 2-357 INSURER D: Folsom, CA 95630 INSURERE: 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 TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS I TR '"~D WVD ""'/DDNVVVI A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 -D CLAIMS-MADE CR] OCCUR X PHPK2625316011 1/1/2026 1/1/2027 DAMAGE TO RENTED 100,000 PREMISES /Ea occurrence\ $ - MED EXP (Anv one oerson\ $ 5,000 - PERSONAL & ADV INJURY $ 1,000,000 - 11GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY □ mg: □ LOC PRODUCTS -COMP/OP AGG $ 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 /Ea accident\ $ - ANY AUTO PHPK2625316011 1/1/2026 1/1/2027 BODILY INJURY (Per oerson) $ 1--OWNED -SCHEDULED 1--AUTOS ONLY -AUTOS BODILY INJURY (Per accident) $ X HIRED X NON-OWNED fpf;,9~~c~d1,WAMAGE $ 1--AUTOS ONLY -AUTOS ONLY $ UMBRELLA LIAB HOCCUR EACH OCCURRENCE $ 1-- EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION$ $ WORKERS COMPENSATION I PER I IOTH- AND EMPLOYERS' LIABILITY STATUTE ER YIN ANY PROPRIETOR/PARTNER/EXECUTIVE □ N/A E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ A Errors and Omissions PHSD1836783-011 1/1/2026 1/1/2027 Each Claim 1,000,000 A Errors and Omissions PHSD1836783-011 1/1/2026 1/1/2027 Aggregate 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS/ VEHICLES dACORD 101, Additional Remarks Schedule, mabbe attached if more space is required) City of Carlsbad is named as Additional Insure on a Primary and Non-Contributory asis with respects to General Liability Policy as required by written contract per the attached forms. A 30 day's notice of cancellation applies except for 10 days of non-payment of premium. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1200 Carlsbad Village Drive Carlsbad, CA 92008 AUTHORIZED REPRESENTATIVE I .fa .• ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: 557EAAB0-F2BB-89A8-81EC-774B942E0004 POLICY NUMBER: PHPK2625316-011 COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 0413 © Insurance Services Office, Inc., 2012 Pagel 7 of 33 Docusign Envelope ID: 557EAAB0-F2BB-89A8-81 EC-774B942E0004 Policy Number: PHPK2625316-011 PI-GL-005 (07 /12) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization (Additional Insured): City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008 SECTION II -WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the endorsement Schedule, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of or relating to your negligence in the performance of "your work" for such person(s) or organization(s) that occurs on or after the effective date shown in the endorsement Schedule. This insurance is primary to and non-contributory with any other insurance maintained by the person or organization (Additional Insured), except for loss resulting from the sole negligence of that person or organization. This condition applies even if other valid and collectible insurance is available to the Additional Insured for a loss or "occurrence" we cover for this Additional Insured. The Additional lnsured's limits of insurance do not increase our limits of insurance, as described in SECTION Ill -LIMITS OF INSURANCE. All other terms, conditions, and exclusions under the policy are applicable to this endorsement and remain unchanged. Page 8 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Docusign Envelope ID: 557EAAB0-F2BB-89A8-81 EC-774B942E0004 CERTIFICATE OF EXEMPTION WORKERS' COMPENSATION/EMPLOYERS' LIABILITY INSURANCE Elmo Banning h President & CEO I, ________________ , amt e _______________ _ [insert name] [title] of D-Prep, Inc. D-Prep, Inc. I hereby certify that __________ _ [ name of company] [ name of company] has no employees and is not required by law to maintain workers' compensation or employers' I. b'l' h Id D-Prep, Inc. I ia 1 1ty insurance. S ou _________________ emp oy any person [ name of company] law enforcement training services during the term of the Agreement with the City of Carlsbad for ___________ _ [ description of project or work that is being contracted] then workers' compensation and employers' liability insurance will be obtained. Elmo Banning President & CEO of D-Prep, Inc.