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HomeMy WebLinkAboutMan K-9, Inc. - 2020-07-01 SERVICE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND MAN K-9,INC. FOR POLICE CANINE MAINTENANCE TRAINING IN PATROL AND NARCOTIC DETECTION THIS AGREEMENT("Agreement")is made and entered into by and between the City of Huntington Beach a municipal corporation of the State of California,hereinafter called"City,"and MAN K-9,INC.,a California corporation,hereinafter referred to as"Contractor." Recitals A. The City desires to retain a Contractor having special skill and know lcdge in the field of Police Canine training. _ B. Contractor represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a comparable company or firm in the field. Contractor has been selected to perform these services pursuant to Huntington Beach Municipal Code Chapter 3.02, NOW,THEREFORE,it is agreed by City and Contractor as follows: 1. Scone of Services Contractor,shall provide all services as described in Exhibit"A,"which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the"Project." Contractor hereby designates Manuel Villanueva who shall represent it and be its sole contact and agent in all consultations with City during the performance of this Agreement. 2. City StaffAssistance City shall assign a staff coordinator to work directly with Contractor in the performance of this Agreement. 3. Compensation a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement, shall not exceed Seventeen Thousand Dollars($17,000)during the term of this Agreement. 20-8722/231995 1 E b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be.expected by City. C. Contractor shall be paid pursuant to the terms of Exhibit`"A." 4. Term Time is of the essence of this Agreement. The services of Contractor are to commence as soon as practicable after the execution of this Agreement by City(the"Commencement Date')and terminate 12 months later, unless terminated earlier in accordance with the provisions of this Agreement. All tasks specified in Exhibit "A" shall be completed no later than one year working days from the Commencement Date. The time for performance of the tasks identified in Exhibit"A" are generally to be shown in Exhibit "A.�"This schedule and Term may be amended to benefit the Project if mutually agreed to in writing by_City and Contractor. In the event the Commencement Date precedes the Effective Date,Contractor shall be bound by all terms and conditions as provided herein. 5. Extra Work . In the event City requires additional services not included in Exhibit"A"or changes in the scope of services described in Exhibit:"A;".Contractor will undertake such work only after receiving written authorization from City. Additional=compensation for such extra work shall be allowed only if the prior:-written approval of City is obtained. 6.i Disposition of Plans,Estimates and Other Documents Contractor agrees that title to all materials prepared hereunder;including,without limitation, all original drawings; designs,:reports; both.field and office notices, calculations computer code, language,data or programs,maps;memoranda,letters and other documents,shall belong to City,and Contractor shall turn these materials over to City upon expiration or termination of this Agreement or upon Project completion,whichever shall occur first. These materials may be used by City as it sees fit. 7. Hold Harmless Contractor,,hereby agrees to protect, defend, indemnify and hold harmless City, its officers, elected or appointed officials,employees,agents,and volunteers from and against any and all,claims, damages, losses,.:expenses,judgments, demands and defense costs, and consequential damage or liability of any kind or nature, however caused, including those resulting from death or injury to Contractor's employees and damage to Contractor's property,arising directly or indirectly out of the obligations or operations herein undertaken by Contractor,caused in whole or in part by any negligent act or omission of the Contractor,any subcontractors,anyone directly or indirectly employed by any t of them or anyone for,whose acts any of them may be liable,including but not limited to concurrent active or passive negligence;except where caused by the active negligence,sole negligence,or willful misconduct of the City. Contractor will conduct all defense at its sole cost and expense and City shall 20-8722/231995 2 i approve selection of Contractor's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor. 8. Workers Compensation insurance Pursuant to California Labor Code Section 1861, Contractor acknowledges awareness of Section 3700_et seg: of this Code,which requires;every employer to be insured against Iiability for workers' compensation; Contractor covenants that it will comply with such provisions prior to 1 commencing performance of the work hereunder. Contractor shall obtain and furnish to City workers' compensation and employer's liability insurance in an amount of not less than the State statutory limits. t Contractor shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors' employees. 'Contractor shall furnish to City a certificate of waiver of subrogation under the terms of the workers' compensation and employer's liability insurance and Contractor shall similarly require all subcontractors to waive subrogation. 9. General Liability Insurance In addition to the workers'compensation and employer's liability insurance and Contractor's covenant to defend,hold harmless and indemnify City,Contractor shall obtain and furnish to City,a policy of general public liability insurance, including motor vehicle coverage covering the ProjectlService. This policy shall indemnify Contractor,-its officers, employees and agents while - acting within the scope of their duties,against any and all claims arising out or in connection with the l Project/Service,and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, .including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000) per.occurrence.. If coverage is provided under,a form which includes a designated general aggregate limit,the aggregate limit must be no less than One Million.Dollars ($1,000,000);for this Project/Service. =This policy shall name City; its officers, elected or appointed officials, employees, agents, and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the ProjectlService shall be deemed excess coverage and that Contractor's insurance shall be primary. Under no circumstances shall-said above-mentioned insurance contain a_self-insured retention,or a"deductible"or any other similar form of limitation on the required coverage. 10. Automobile Liability insurance Contractor shallobtain and furnish to City an automotive liability insurance policy covering the work performed by it hereunder.This policy shall provide coverage for Contractor's automotive liability in an amount not less than One Million Dollars($1,000,000.00)per occurrence and a separate "Additional Insured Endorsement" page listing both the policy number and naming the -City of Huntington Beach, its officers, elected or appointed officials, employees,, agents and volunteers"as additional insured on the endorsement. The above-mentioned insurance shall not contain a self= 20-87221231995 3 insured retention;"deductible"or any_other similar form of limitation on the required coverage except with the express written consent of City. i 11. Certificate of Insurance Prior to commencing performance of the work hereunder, Contractor shall furnish to City a certificate of.insurance..subject to approval of the City Attorney evidencing the foregoing insurance l coverage as required by this Agreement,the certificate shall: i a. provide the name and policy member of each carrier and policy; b., state that the policy is currently in force;and c., promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty(30)days'prior written notice;however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. Contractor shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by City. The. requirement for carrying the foregoing insurance coverage shall not derogate from Contractor's defense,hold harmless and indemnification obligations as set forth in this Agreement. City or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. Contractor shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 12.; Independent Contractor Contractor is; and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of City.Contractor shall secure at its own cost and expense,and be responsible for any and all payment of all takes,social security, state disability insurance'compensation,unemployment compensation and other payroll deductions for Contractor and its officers,agents and employees and all business licenses,if any,in connection with the Project and/or the services to be performed'hereunder. 13. Conflict of Interest Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 14. Termination This Agreement may be terminated by the City upon thirty(30) days written notice of l termination. In such event; Contractor shalt be entitled to receive and the City shall pay Contractor i compensation for all services performed by Contractor prior to receipt of such notice of tennination, subject to the following conditions: l' 20-87221231995 4 j: t a. As a condition of such payment,the Executive Director may require Contractor to deliver to the City all work product completed as of such date,and in such case such work product shall be the property of the City unless prohibited by law,and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance l' specified in the Recitals of this Agreement. 15. Exclusivity and Amendment This Agreement represents the complete and exclusive statement between the City and Contractor,and supersedes any and all other agreements,oral or written,between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto,the terms of this Agreement shall prevail,.This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other'instrument that are inconsistent with,or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made'by any party, or anyone acting on behalf of any party, which are not embodied herein. 16. Assi nment Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer,delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment,transfer,delegation or subcontract without the City's prior written_consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City; 17. ON Employees and Officials Contractor shall`employ no City official nor any regular City employee in the work performed pursuant to this Agreement No officer or employee of City shall have anyfinancial interest in this Agreement in violation of the applicable'provisions of the California Government Code. 18.; Notices Any notices,certificates,or other communications hereunder shall be given either by personal delivery to Contractor's agent(as designated in Section 1 hereinabove)or to City as the situation shall warrant,or by enclosing the same in a sealed envelope,postage prepaid, and depositing the same in, the United States Postal Service,to the addresses below.City and Contractor may designate different addresses to which subsequent notices,certificates or other communications will be sent by notifying the other party via personal delivery,a reputable overnight carrier or U.S.certified U.S.certified mail- return receipt requested: 20-8722/231995 5 To City: To Contractor: City of Huntington Beach Man K-9,Inc. Attn: Lt Oscar Garcia Attn:Manuel Villanueva 2000 Main Street 2909 San Luis Rey Rd, Huntington Beach,CA 92648 Oceanside,CA 92054 19. Consent When City's conscnt/approval,is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transactions or event. 20. Modification No waiver or modification of any language in this Agreement shall be valid unless.in writing and duly executed by both parties. - 21. Section Headines The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such_ provisions,and do not interpret;define,limit or describe,or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 22. Interpretation of this Agreement The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning,and not strictly for or against any of the parties. If any provision of this Agreement is field by an arbitrator or court of competent jurisdiction to be unenforceable,void,illegal or invalid;such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law,ordinance or regulation contrary to which the parties have no right to contract,then the latter shall prevail,and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extentnecessary to bring it within the requirements of the law. 23. Duplicate Original The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals,each of which so executed shall;irrespective of the date of its execution and delivery,be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 20-8722/231995 6 l } { 24. Immigration Contractor shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall,in particular,comply with the provisions of the United States Code regarding employment verification. 25, Legal Services Subcontracting Prohibited Contractor and City agree that City is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder, Contractor understands that pursuant to Ifunfingtart Beach City Charter Section 309,the City Attorney is the exclusive legal counsel for City;and City shall not be liable for payment of any legal services expenses incurred by Contractor. 26. Confidentiality Contractor recognizes that in the performance of its duties cinder this Agreement, it must conduct its activities in a manner designed to protect information of a sensitive nature from improper use or disclosure. Contractor warrants that it will usereasonable efforts consistent with practices customary in the facilities management industry in recruiting,training and supervising employees and in otherwise perforating its duties hereunder in order to achieve this result. In the furtherance of this, Contractor agrees,at the request of the City,to require its employees to execute written undertakings to comply with the foregoing confidentiality provision. m i' 27. Discrimination Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation;age,national origin,ancestry,or disability,as defined and prohibited by applicable law, in the recruitment, selection, training,utilization,promotion,termination or other employment related activities, Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal,state and local laws and regulations. 28 Jurisdiction-Venue This Agreement and all`questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California, Both parties further agree that Orange County,California, shall be the venue for any action or proceeding that may be brought or arise out of,in connection with or by reason of this Agreement. i 29, Professional Licenses Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Huntington Beach and all other governmental agencies, Contractor shall notify the City immediately 20-8722/231995 7 l i and in writing of her inability to obtain or maintain such permits licenses, approvals, waivers, and is exemptions. Said inability shall be cause for termination of this Agreement. --30. Attorney's Fees In the event suit is brought by either party to construe.interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof,each party shall bear its own attorney's fees,such that the prevailing party shall not be entitled to recover its attorney's fees i' from the nonprevailing party. t 31. Survival i= Terms and conditions of this Agreement,which by their sense and context survive the expiration or termination of this Agreement,shall so survive. 32. Governing Law This Agreement shall be governed and construed in accordance with the laws of the State of California. 33. Signatories Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully for any injuries or damages to City in the event that such authority or power is not,in fact,held by the signatory or is withdrawn. 34. Entiretv (a) The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise,have been made by that party or anyone acting on that party's behalf,which are not embodied in this Agreement and that that party has not executed this Agreement in reliance on any representation,inducement,promise,agreement warranty,fact or circumstance not expressly set forth in this Agreement. (b) All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 20-87221231995 8 3 35. Effective Date IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and through their authorized officers.This Agreement shall be effective on the date of its approval by the City Attorney.This Agreement shall expire when terminated as provided herein. CONTRACTOR INITIATED AND APPROVED: Man K-9,Inc. By: �G%LtGr+2aswa/ �C�/� -Z:7',tAAr 44AAl v e-& V11_L A A!OE VIt Chief of lice print name ITS: (circle one)Chairma - residen ice President APPROVED AS TO FORM: AND By: Vt� City Attorney print name ITS:(circle one)Secretary/Chief Financial Officer/Asst.Secretary-Treasurer RECEIVE AND FILE: '&hw&,4" City Clerk —� Date v�� -9/10 /.ZIJ.zU #-, 20-8722/231995 9 + EXHIBIT"A" a SERVICES TO BE PERFORMED BY CONTRACTOR. The services to be performed by CONTRACTOR shall consist of but not.be limited to the following: The Regular Unit Maintenance Training is intended fora THREE DOG unit,to maintain and keep its training up to date and shall consist of 16 hours of Patrol Training and 4 hours of Narcotic Detection Training per month for 12 month(s),at`a flat rate of$70,00 per hour Monthly rate: $1,400.00 effective July 1,20201. The CITY shall be billed monthly following the completion of each month'straining. A1.1 invoices are due upon receipt. i 20-8t21232002 t MAN K-9, INC. TRAINING CONTRACT ` Maintenance Training in Patrol and Narcotic Uctection. . July 1;2020 to June 30,2021 This is an agreement between Man K-9, Inc., operating in the State of California (hereinafter "Seller") and.Huntington Beach Police Department (hereinafter "Purchaser"). Whereas, Purchaser wishes to purchase from Seller certain dog training,specifically"Re&'Ular K9 Unit Maintenance Training" for HUNTINGTON BEACH POLICE DEPARTMENT IN K9 PATROL andNARCOTIC DETECTION TRAINING for professional use. The names of all i human dog handlers and their dogs:who will be participating in the Regular Maintenance Training shall be attached as Exhibit"A"to this Agreement. The Regular Unit Maintenance_is intended for a THREE DOG:unit,to maintain and keep its training up to date and shall consist of 16 hours of Patrol training per month for 12 month(s), at a flat rate of$70.00 per hour plus.4 hours per month of Narcotic Detection training for a total Monthly rate of.$1,400.00 Biannual P.O.S.T evaluation is included.; at no charge, when conducted on a scheduled training day. Purchaser shall be billed monthly following the completion of each month's training. All invoices are due upon receipt. A Late charge of 1.5%,or the maximum amount allowed by law, shall be added to invoices outstanding more than thirty(30);days. 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 1 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 police k9 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. 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 attomeys'fees for an attorney of Seller's choice,filing fees and additional costs. Seller shall not be responsible for incidents occurring with regards to the dog(s)while they are in the sole custody of the ofcer(s),provided the incident does not arise from the gross; negligence or willful misconduct of Seller.Purchaser agrees to indemnify Seller for any claims for damages that arise while the dog(s)are in the sole custody of the officer(s)and the claim for damage arises out of the sole negligence or,willful misconduct of Purchaser. 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,only if Man-0 does not have a suitable dog available. Purchaser expressly agrees that all basic k9 handler academies and decoy classes mast be provided by MAN-K9. 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 Purchasers 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 ordinary course of Purchaser's business, if any,and be.covered by appropriate employee insurance(NVorkers'Compensation Insurance). Purchaser further expressly understands and agrees with the following,which is an integral part of the contract: i.MAIN-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 dogs)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,Iagents,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 cotmeniens,personal jurisdiction or venue. MRA1 WI ��IJC ,q GP ��c Seller Purchaser By:- By:��� U-1 III As Its: t"rU den 7 As Its: '`uL iq A4, J i I(an vc d'A Receive and File City C erk /��/ CERTIFICATE OF INSURANCE PRODUCER: DATE ISSUED: 06/18/2020 LESTER KALMANSON AGENCY,INC. COMPANY: &/OR MITCHEL KALMANSON 100% CERTAIN UNDERWRITERS AT LLOYD'S/ P.O.BOX 940008 LONDON(CNP6) MAITLAND,FL 32794-0008 PH:(407)645-5000/FAX:(407)645-2810 POLICY NUMBER: CNP2037 WWW.LKALMANSON.COM/NII9'CI-11:1.K25(1110'I'MAILCOM NAMED INSURED: EFFECTIVE DATE: EXPIRATION DATE: MAN-K9 INC.C/O JUAN MANUEL VILLANUEVA 06/18/2020 06/18/2021 4422 FALLSBRAE RD. FALLBROOK,CA 9202$ (BOTH DAYS AT 12:01 A.M. LOCAL STANDARD TIME) COVERAGE INFORMATION THIS IS TO CERTIFY THAT THE POLICY(S)OF INSURANCE LISTED BELOW HAVE 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 CERTIFICATES)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: $2,000,000.00 X CLAIMS MADE LIMITED PRODUCTS AGGREGATE: $-0- X MANUSCRIPT POLICY FORM PERSONAL&ADV.INJURY: $-0- EACH OCCURRENCE: $ 1,000,000.00 FIRE DAMAGE(ANY ONE FIRE): $-0- RETRO DATE: 06/18/2019 (AT 12:01 A.M. LOCAL STANDARD TIME) **+** s****+*ss**sssss*+*s+*+s**+*++**+****s*PROOF OF INSURANCE********************************s*****s**** CERTIFICATE ONLY VALID WITH ATTACHED ADDENDUM "A" WITH DESCRIPTION OF LIABILITY COVERAGE(S) AFFORDED EVENT DATE(S): VARIOUS THROUGHOUT POLICY PERIOD EVENT LOCATION(S): VARIOUS CALIFORNIA LOCATIONS THIS CERTIFICATE IS ISSUED AS A MATTER 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" SHOULD ANY OF THE ABOVE DESCRIBED POLICY(S)BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 0 DAYS'WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED BELOW,BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION(S)&/OR LIABILITY(S)OF ANY KIND UPON THE COMPANY,ITS AGENTS&/OR REPRESENTATIVES&/OR KALMANSON ET AL PROOF OF INSURANCE: AUTHORIZED REPRESENTATIVE: PROOF OF INSURANCE ONLY APP OVED AS TO fa X MITCHEL KALMANPON/PRESIDENT B MI �p CITY ATTORNEY CITY OF HUNTINGTON BEACH A D D E N D U M " A " F 0 R : --------------------------------------------------------------------------------- ASSURED: MAN—K9 INC C/O JUAN MANUEL VILLANUEVA ------------------------------------------------------------------------------- AGENCY: LESTER KALMANSON AGENCY INC. &/OR MITCHEL KALMANSON 235 S. MAITLAND AVE. SUITE 201, MAITLAND, FL 32751 P.O. BOX 940008, MAITLAND, FLORIDA 32794 - U.S.A. PH: 407-645-5000 FAX: 407-645-2810 EMAIL: MITCHELK25@HOTMAIL.COM ------------------------------------------------------------------------------- POLICY PERIOD / TERM: 06/18/2020 TO 06/18/2021 TERM: ANNUAL (BOTH DAYS @ 12:01 AM LOCAL STANDARD TIME) --------------------------------------------------------------------------------- POLICY NUMBER ASSIGNED: CNP2037 (OFF PREMISES ) ----------------------------------------------------------------------------------- DESCRIPTION OF THE MANUSCRIPT CLAIMS MADE LIABILITY INSURANCE COVERAGE AFFORDED: COMMERCIAL CANINE ANIMAL LIABILITY IS AFFORDED FOR THE TRAINING OF VARIOUS NON—OWNED CANINES (IE LAW ENFORCEMENT DOGS)FOR CONSIDERATION, WHILE AT VARIOUS CALIFORNIA LOCATIONS WHILE OFF THE NAMED INSURED'S DESIGNATED PREMISES, WHILE UNDER THE DIRECT CONTROL / SUPERVISION OF THE NAMED INSURED &/OR THEIR EMPLOYEE(S) ONLY, WHILE OFF THE NAMED INSUREDS DESIGNATED PREMISES LOCATED AT 5050 SANTA FE ST — SAN DIEGO, CA 92109. ----------------------------------------------------------------------------------------- WARRANTED: 1) COMMERCIAL CANINE LIABILITY COVERAGE AFFORDED IS LIMITED TO DIRECT (THIRD PARTY) BODILY INJURY &/OR PROPERTY DAMAGE CAUSED BY VARIOUS NON—OWNED CANINES ONLY. 2) LEGAL LIABILITY COVERAGE IS SPECIFICALLY EXCLUDED FOR ANY NON—OWNED CANINE(S) IN THE CARE, CUSTODY, &/OR CONTROL OF THE NAMED INSURED &/OR THEIR EMPLOYEE(S) &/OR (CONTRACTED) INDEPENDENT CONTRACTOR(S) . 3) WORKER'S COMPENSATION / EMPLOYER'S LIABILITY COVERAGE IS SPECIFICALLY EXCLUDED FROM THIS POLICY FOR ANY INJURY TO ANY EMPLOYEES(S) &/OR INDEPENDENT CONTRACTOR(S) &;'OR VOLUNTEER(S) . 4) ANIMAL MORTALITY COVERAGE IS SPECIFICALLY EXCLUDED. 5) PHYSICAL DAMAGE COVERAGE IS SPECIFICALLY EXCLUDED UNLESS SPECIFICALLY SCHEDULED HERETO AND AN ADDITIONAL PREMIUM IS CHARGED 6) NAMED INSURED MUST MEET &/OR EXCEED ANY MINIMUM STANDARDS SET FORTH BY LOCAL, COUNTY, STATE &/OR FEDERAL (REGULATORY) ANIMAL AGENCY(S) . 7) LIABILITY COVERAGE FOR ANY OTHER COMMERCIAL ACTIVITY(S) &/OR OPERATIONS) ARE SPECIFICALLY EXCLUDED FROM THIS POLICY, UNLESS OTHERWISE STATED &/OR ENDORSED HERETO AND AN ADDITIONAL PREMIUM IS CHARGED. 8) PREMISES LIABILITY IS SPECIFICALLY EXCLUDED FOR THE NAMED INSURED'S DESIGNATED PREMISES, LOCATED AT 4422 FALLSBRAE RD. FALLBROOK, CA 9202E UNLESS OTHERWISE ENDORSED HERETO AND ADDITIONAL PREMIUM CHARGED. 9) PREMISES LIABILITY IS SPECIFICALLY EXCLUDED FOR THE NAMED INSURED's DESIGNATED PREMISES, LOCATED AT 5050 SANTA FE ST. SAN DIEGO, CA 92109 UNLESS OTHERWISE ENDORSED HERETO AND ADDITIONAL PREMIUM CHARGED 10) LIABILITY COVERAGE AS STATED HEREIN &/OR HERETO IS EXCESS OVER ANY OTHER VALID &/OR COLLECTIBLE POLICY(S) IN RESPECTS OF THE SCHEDULED INSURED'S OPERATION(S) / EXPOSURE(S) AS STATED HEREIN &/OR HERETO. 11) UP TO 7 NON—OWNED DOGS TRAINED AT ANY ONE TIME. --------------------------------------------------------------------------------- ALL OTHER TERMS & CONDITIONS OF THE POLICY REMAIN UNCHANGED --------------------------------------------------------------------------------- PAGE 1 OF 1------------------------------------- ----ADDENDUM A --------------------- CERTIFICATE OF INSURANCE PRODUCER: DATE ISSUED: 06/18/2020 LESTER KALMANSON AGENCY,INC. COMPANY: &/OR MITCHEL KALMANSON 100% CERTAIN UNDERWRITERS AT LLOYD'S/ P.O.BOX 940008 LONDON(CNP6) MAITLAND,FL 32794-0008 PH:(407)645-5000/FAX:(407)645-2810 POLICY NUMBER: CNP2037 W W W,LKALMANSQN.COM/MII'Clila.K25(,i)FIO1'MAI I.,.CQM NAMED INSURED: EFFECTIVE DATE: EXPIRATION DATE: MAN-K9 INC.C/O JUAN MANUEL VILLANUEVA 06/18/2020 06/18/2021 4422 FALLSBRAE RD. FALLBROOK,CA 92028 (BOTH DAYS AT 12:01 A.M. LOCAL STANDARD TIME) COVERAGE INFORMATION THIS IS TO CERTIFY THAT THE POLICY(S)OF INSURANCE LISTED BELOW HAVE 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: $2,000,000.00 X CLAIMS MADE LIMITED PRODUCTS AGGREGATE: $-0- X MANUSCRIPT POLICY FORM PERSONAL&ADV.INJURY: $-0- EACH OCCURRENCE: $ 1,000,000.00 FIRE DAMAGE(ANY ONE FIRE): $-0- RETRO DATE: 06/18/2019 (AT 12:01 A.M. LOCAL STANDARD TIME) ****«****««««*«««*«*«««*****«*«*««**««**«*«*«PROOF OF INSURANCE******************************************* CERTIFICATE ONLY VALID WITI4 ATTACHED ADDENDUM "B" WITH DESCRIPTION OF LIABILITY COVERAGE(S) AFFORDED EVENT DATE(S): VARIOUS THROUGHOUT POLICY PERIOD EVENT LOCATION(S): VARIOUS CALIFORNIA LOCATIONS THIS CERTIFICATE IS ISSUED AS A MATTER 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" SHOULD ANY OF THE ABOVE DESCRIBED POLICY(S)BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 0 DAYS'WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED BELOW,BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION(S)&/OR LIABILITY(S)OF ANY KIND UPON THE COMPANY,ITS AGENTS&/OR REPRESENTATIVES&/OR KALMANSON ET AL PROOF OF INSURANCE: AUTHORIZED REPRLSENTATI VE: PROOF OF INSURANCE ONLY X MITCHEL KALMA /PRESIDENT i ---------------------------------------------------------------------------------- A D D E N D U M " B " F O R --------------------------------------------------------------------------------- ASSURE D: MAN-K9 INC C/O JUAN MANUEL VILLANUEVA --------------------------------------------------------------------------------- AGENCY: LESTER KALMANSON AGENCY INC. &/OR MITCHEL KALMANSON 235 S. MAITLAND AVE. SUITE 201, MAITLAND, FL 32751 P.O. BOX 940008, MAITLAND, FLORIDA 32794 - U.S.A. PH: 407-645-5000 FAX: 407-645-2810 EMAIL: MITCHELK25@HOTMAIL.COM ------------------------------------------------------------------------------- POLICY PERIOD / TERM: 06/18/2020 TO 06/18/2021 TERM: ANNUAL (BOTH DAYS @ 12:01 AM LOCAL STANDARD TIME) --------------------------------------------------------------------------------- POLICY NUMBER ASSIGNED: CNP2037 (OFF PREMISES ) -------------------------------------------------------------------------------- DESCRIPTION OF THE MANUSCRIPT CLAIMS MADE LIABILITY INSURANCE COVERAGE AFFORDED: COMMERCIAL CANINE ANIMAL LIABILITY IS AFFORDED FOR CITZEN K9 TRAINING OF VARIOUS NON- OWNED CANINES FOR PERSONAL PROTECTION, FOR CONSIDERATION, WHILE AT VARIOUS CALIFORNIA LOCATIONS WHILE OFF THE NAMED INSURED'S DESIGNATED PREMISES, WHILE UNDER THE DIRECT CONTROL / SUPERVISION OF THE NAMED INSURED &/OR THEIR EMPLOYEE(S) ONLY, WHILE OFF THE NAMED INSUREDS DESIGNATED PREMISES LOCATED AT 5050 SANTA FE ST - SAN DIEGO, CA 92109. ----------------------------------------------------------------------------------------- WARRANTED: 1) COMMERCIAL CANINE LIABILITY COVERAGE AFFORDED IS LIMITED TO DIRECT (THIRD PARTY) BODILY INJURY &/OR PROPERTY DAMAGE CAUSED BY VARIOUS NON-OWNED CANINES ONLY. 2) LEGAL LIABILITY COVERAGE IS SPECIFICALLY EXCLUDED FOR ANY NON-OWNED CANINES) IN THE CARE, CUSTODY, &/OR CONTROL OF THE NAMED INSURED &/OR THEIR EMPLOYEE(S) &/OR (CONTRACTED) INDEPENDENT CONTRACTOR(S) . 3) WORKER'S COMPENSATION / EMPLOYER'S LIABILITY COVERAGE IS SPECIFICALLY EXCLUDED FROM THIS POLICY FOR ANY INJURY TO ANY EMPLOYEES(S) &/OR INDEPENDENT CONTRACTOR(S) &/OR VOLUNTEER(S) . 4) ANIMAL MORTALITY COVERAGE IS SPECIFICALLY EXCLUDED. 5) PHYSICAL DAMAGE COVERAGE IS SPECIFICALLY EXCLUDED UNLESS SPECIFICALLY SCHEDULED HERETO AND AN ADDITIONAL PREMIUM IS CHARGED 6) NAMED INSURED MUST MEET &/OR EXCEED ANY MINIMUM STANDARDS SET FORTH BY LOCAL, COUNTY, STATE &/OR FEDERAL (REGULATORY) ANIMAL AGENCY(S) . 7) LIABILITY COVERAGE FOR ANY OTHER COMMERCIAL ACTIVITY(S) &/OR OPERATION(S) ARE SPECIFICALLY EXCLUDED FROM THIS POLICY, UNLESS OTHERWISE STATED &/OR ENDORSED HERETO AND AN ADDITIONAL PREMIUM IS CHARGED. 8) PREMISES LIABILITY IS SPECIFICALLY EXCLUDED FOR THE NAMED INSURED'S DESIGNATED PREMISES, LOCATED AT 4422 FALLSBRAE RD. FALLBROOK, CA 92028 UNLESS OTHERWISE ENDORSED HERETO AND ADDITIONAL PREMIUM CHARGED. 9) PREMISES LIABILITY IS SPECIFICALLY EXCLUDED FOR THE NAMED INSURED'S DESIGNATED PREMISES, LOCATED AT 5050 SANTA FE ST. SAN DIEGO, CA 92109 UNLESS OTHERWISE ENDORSED HERETO AND ADDITIONAL PREMIUM CHARGED 10) LIABILITY COVERAGE AS STATED HEREIN &/OR HERETO IS EXCESS OVER ANY OTHER VALID &/OR COLLECTIBLE POLICY(S) IN RESPECTS OF THE SCHEDULED INSURED'S OPERATIONS) / EXPOSURE(S) AS STATED HEREIN &/OR HERETO. 11) UP TO 7 NON-OWNED DOGS TRAINED AT ANY ONE TIME. ---------------------------------------------------------------------------------- ALL OTHER TERMS & CONDITIONS OF THE POLICY REMAIN UNCHANGED ------------------------------------------------------------- -------------------- PAGE 1 OF 1---------------------------------------------------------ADDENDUM B City of Huntington Beach '= 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 ♦ www.huntingtonbeachea.gov Office of the City Clerk Robin Estanislau, City Clerk September 17, 2020 Man K-9, Inc. Attn: Manuel Villanueva 2909 San Luis Rey Rd. Oceanside, CA 92054 Dear Mr. Villanueva: Enclosed is fully executed copy of the "Service Agreement between the City of Huntington Beach and Man K-9, Inc. for Police Canine Maintenance Training in Patrol and Narcotic Detection." Sincerely, q4�440,&j Robin Estanislau, CMC City Clerk RE:ds -- Sister Cities: Anjo, Japan ♦ Waitakere, New Zealand