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HomeMy WebLinkAboutInternational Association of Chiefs of Police (“IACP"); 2024-07-31;City Attorney Approved Version 6/5/2024 Page 1 AGREEMENT FOR TRAINING SERVICES INTERNATIONAL ASSOCIATION OF CHIEFS OF POLICE THIS AGREEMENT is made and entered into as of the _________ day of _______2024, by and between the City of Carlsbad, California, a municipal corporation ("City") and International Association of Chiefs of Police (“IACP”), a not-for-profit corporation incorporated in the District of Columbia with offices in Alexandria, Virginia ("Contractor”). RECITALS City requires the professional services of a consultant that is experienced in 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 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 Six Hundred and Fifty dollars ($650) per student. The City will waive any rental fees associated with Contractor’s use of the Safety Training Center. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. 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 third-party 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. Contractor’s indemnification obligations is subject to the following conditions: a. Contractor shall not be required to indemnify City for City’s sole negligence or misconduct; b. City must give notice of any claim to Contractor as soon as practicable, provided that if Contractor suffers no prejudice thereby, later notice may be given; Docusign Envelope ID: C604AFB5-3EBF-4409-8D07-4F3233BD9138Docusign Envelope ID: E310F85B-0CAD-4EAF-A9F7-6EDFDD7BA204 July31st City Attorney Approved Version 6/5/2024 Page 2 c. The Contractor shall not make or agree to a compromise or settlement of a claim without the City’s mutual written consent, which consent shall not be unreasonably withheld or delayed. The City shall have no liability for any compromise or settlement made without its consent. d. Contractor ’s total duty to defend, indemnify and hold harmless the Indemnitee pursuant to this agreement shall be satisfied by its obtaining the insurance required by this agreement and subject to the limits of such insurance coverage. e. If insurance coverage is not available or inadequate, or in any other case, Contractor will not be obliged to expend more than $25,000 in fulfilling all its obligations under this indemnification clause; $25,000 is the limit of its liability, whether for insurance premiums, damages, costs, fees, expenses or any other expenditures. f. Contractor’s duty to indemnify the other pursuant to this clause will end four years after the expiration or termination of the agreement of which this clause is part, regardless of who terminated the agreement or why. This clause does not apply to any direct claims between the parties. 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 Nathan Horton Name Matthew Rosenberg Title Police Sergeant Title Senior Project Coordinator, Global Policing Docusign Envelope ID: C604AFB5-3EBF-4409-8D07-4F3233BD9138Docusign Envelope ID: E310F85B-0CAD-4EAF-A9F7-6EDFDD7BA204 City Attorney Approved Version 6/5/2024 Page 3 Department Police Address 44 Canal Center Plaza Suite 200 City of Carlsbad Alexandria, VA 22314 Address 2560 Orion Way Phone No. 703-647-7272 Carlsbad, CA 92010 Email rosenberg@theiacp.org Phone No. 442-339-5601 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. 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 If applicable, 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 Contractor promises to provide the services described in Ex. A on the following dates: August 7-9, 2024. If there should be an occurrence (or non-occurrence) of any event beyond a party’s control which makes that party’s performance of its obligations under this agreement impracticable, then the party invoking this clause will notify the other party and may terminate this agreement without further liability. City may not terminate this agreement simply for convenience if Contractor is ready to perform services. Docusign Envelope ID: C604AFB5-3EBF-4409-8D07-4F3233BD9138Docusign Envelope ID: E310F85B-0CAD-4EAF-A9F7-6EDFDD7BA204 City Attorney Approved Version 6/5/2024 Page 4 12. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 13. JURISDICTIONS AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California. Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 14. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 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, embody the entire Agreement and understanding between the parties relating to the subject matter of it. 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. /// /// /// /// /// /// /// Docusign Envelope ID: C604AFB5-3EBF-4409-8D07-4F3233BD9138Docusign Envelope ID: E310F85B-0CAD-4EAF-A9F7-6EDFDD7BA204 City Attorney Approved Version 6/5/2024 Page 5 CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California International Association of Chiefs of Police (“IACP”), a not-for-profit corporation incorporated in the District of Columbia with offices in Alexandria, Virginia By: By: (sign here) Chief of Police Terrence M. Cunningham / Deputy Executive Director/ Chief Operating Officer (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Deputy City Clerk (print name/title) APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Assistant City Attorney Docusign Envelope ID: C604AFB5-3EBF-4409-8D07-4F3233BD9138Docusign Envelope ID: E310F85B-0CAD-4EAF-A9F7-6EDFDD7BA204 Assistant Chief City Attorney Approved Version 6/5/2024 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 August 7-9, 2024. The First-Line Leadership training program is a three-day training designed to meet the needs of current and aspiring leaders. First-Line Leadership focuses on three elements of leadership – The Leader, The Follower, and The Situation. Curriculum includes topics such as: understanding good and bad leader behavior, effective leader communication, understanding human motivation, effective followership, emotional intelligence, and culture and ethical organizations. By the end of this course attendees should have a set of strategies and tools to call upon when making decisions, inspiring followers, and achieving organizational goals. The tuition is $650 per student for Carlsbad Police Department attendees. The tuition for external registrants is $750 per student. Docusign Envelope ID: C604AFB5-3EBF-4409-8D07-4F3233BD9138Docusign Envelope ID: E310F85B-0CAD-4EAF-A9F7-6EDFDD7BA204 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 07/26/2024 Auto/GL/Prof. on-site law enforcement training n n Contractor will only be teaching in a classroom setting with minimal liability. Docusign Envelope ID: E310F85B-0CAD-4EAF-A9F7-6EDFDD7BA204 7/30/2024 □ □ □ □ □ INSR ADDLSUBRLTRINSR WVD DATE (MM/DD/YYYY) 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) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person) $ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS AUTOS ONLYHIRED PROPERTY DAMAGE $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 LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED 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 any 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. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE Travelers Casualty Co of Connecticut Lloyds of London - CFC At-Bay / Trisura Specialty Ins Co 01/04/2024 Brad M Hedberg The Rockwood Company 20 N Wacker Drive, Suite 600 Chicago, IL 60606 312 621-2326 bhedberg@rockwoodco.com International Association of Chiefs of Police 44 Canal Center Plaza, #200 Alexandria, VA 22314 A X X X I6803860P088 01/01/2024 01/01/2025 1,000,000 1,000,000 5,000 1,000,000 2,000,000 2,000,000 A X BA431R8254 01/01/2024 01/01/2025 1,000,000 A X X ISFCUP431R8254 01/01/2024 01/01/2025 5,000,000 5,000,000 A N UB08J718698 01/01/2024 01/01/2025 X 1,000,000 1,000,000 1,000,000 B C Errors&Omissions Cyber Liability PSL0039690631 ATB670306901 06/25/2023 05/20/2023 06/25/2024 05/20/2024 $2,000,000 Aggregate $5,000,000 Aggregate FOR PROPOSAL ONLY 1 of 1 #S555579/M501917 INTEASSOClient#: 30750 LAM1 Docusign Envelope ID: E310F85B-0CAD-4EAF-A9F7-6EDFDD7BA204 I I f--D □ f-- f-- f-- Fl n n f-- f--- f--- f--- f--H I I I I I □ I ~~Be, 0 This page has been left blank intentionally. Docusign Envelope ID: E310F85B-0CAD-4EAF-A9F7-6EDFDD7BA204