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HomeMy WebLinkAbout2017 CON Harris International - Police TrainingAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND HARRIS INTERNATIONAL THIS AGREEMENT is entered into on this 20fh day of June , 2017, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and HARRIS INTERNATIONAL, a Sole Proprietorship (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide Expertise Arrest and Control / Force Options training to meet Peace Officer Standards and Training ("POST") standards. WHEREAS, the CITY has determined that the CONSULTANT is a Defensive Tactics/Arrest and Control Instructor and is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services, as set forth in Exhibit "A". NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT to provide four sessions per year, each session consisting of four to five full days of arrest and control training and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on June 1, 2017. The duration of this Agreement is for the period of June 1, 2017 through June 30, 2018. This Agreement may be extended by mutual agreement upon the same terms and conditions for an additional one (1) year term. The Parties may exercise up to three one-year extensions. Any extension of this Agreement must be approved in writing by the City Manager. 3. SCOPE OF SERVICES. Consultent will provide four training sessions per year. Each session of training will consist of four to five full days to include but not limited to fitness, defensive tacatics, arrest and control, present day considerations and technology. The goals and benefits of the training include an increase in officer confidence and de-escalation skills, increase in the public's positive perception of officers' abilities, decrease in officer involved injuries and decrease in injures to suspects. The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CONSULTANT shall appear at meetings as necessary to keep staff and City Council advised of the progress on the project. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services. 4. PROJECT COORDINATION AND SUPERVISION. Sergeant Thomas Wilkins hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Roy C. Harris thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed $ 25,000.00. The compensation for the CONSULTANT'S work shall not exceed the rates set forth in Exhibit "A". Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A", as determined by the CITY. This Agreement may be extended by mutual agreement upon the same terms and conditions for three additional one (1) year terms. Any extension of this Agreement must be approved in writing by the City Manager. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 6. ACCEPTABILITY OF WORK. The CITY shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the CITY cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the CITY or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the CITY shall each prepare a report which supports their position and file the same with the other party. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this project, whether paper or electronic, shall become the property of the CITY for use with respect to this project, and shall be turned over to the CITY upon completion of the project, or any phase thereof, as contemplated by this Agreement. Standard Agreement March 2017 — June 2020 Page 2of10 City of National City and Harris International Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY'S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written work product for the CITY'S purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of Services of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City Standard Agreement March 2017 — June 2020 Page 3 of 10 City of National City and Harris International of National City, whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY' S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. Standard Agreement March 2017 — June 2020 Page 4 of 10 City of National City and Harris International 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT'S performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the CITY, its agents, officers, employees or volunteers. CITY will cooperate reasonably in the defense of any action, and CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, employees, and volunteers from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. Standard Agreement March 2017 — June 2020 Page 5of10 City of National City and Harris International 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked insurance policies: A. ® If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $2,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $5,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, officials, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. Insurance shall be written with only California admitted companies that hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. H. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. Standard Agreement March 2017 — June 2020 Page 6 of 10 City of National City and Harris International I. All deductibles and self -insured retentions in excess of .$10,000 must be disclosed to and approved by the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 20. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if Standard Agreement Page 7 of 10 City of National City March 2017 — June 2020 and Harris International mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Manuel Rodriguez Chief of Police National City Police Department 1200 National City Blvd National City, CA 91950-4301 To CONSULTANT: Roy C. Harris, President Harris International 2260 El Cajon #196, San Diego, CA 992104 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 21. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. C If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. Standard Agreement March 2017 — June 2020 Page 8of10 City of National City and Harris International The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Paragraph 22 by the CONSULTANT. 22. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 23. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits,schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement shall control. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. Standard Agreement Page 9 of 10 March 2017 — June 2020 City of National City and Harris International L. Subcontractors or Subconsultants. The CITY is engaging the services of the CONSULTANT identified in this Agreement. The CONSULTANT shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY in writing. In the event any portion of the work under this Agreement is subcontracted, the subconsultant(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY, both the insurance provisions in Section 17 and the indemnification and hold harmless provision of Section 15 of this Agreement. M. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY Leslie Deese, City Manager APPROVED AS TO FORM: gir r ' -Jones City orney Standard Agreement March 2017 —June 2020 HARRIS INTERNATIONAL By: Page 10 of 10 Roy Harms, Owner City of National City and Harris International EXHIBIT A ABOUT ROY HARRIS MARTIAL ARTS / BUSINESS • Since 1981, I have been involved in thousands of hours of hands-on martial arts, self-defense, military combatives, defensive tactics and functional fitness training. In those 30+ years, I have obtained several black belt and instructor certifications. • To date, I have taught 528 seminars in 25 countries, written more than 300 articles, answered thousands of questions on various international martial arts forums, vpiito �3 s �t t�� produced several apps and have produced a few hundred instructional videos for my students, instructors and clients on my various websites. • I owned and operated a martial arts academy in San Diego, CA for seventeen (17) years. • After operating my martial arts academy, I began pursuing police departments and military units to consult with. To date, I have contracts with two law enforcement agencies and am in negotiations with several others. I also have contracts with a couple of military units. • I've personally trained and promoted nearly thirty students from white belt to black belt in Brazilian Jiu Jitsu. I've also trained over 200 high level instructors in Bruce Lee's Jeet Kune Do, Filipino Martial Arts and Law Enforcement Defensive Tactics. • Several of my students have fought and won numerous times in the UFC, Bellator, King of the Cage, Rumble in the Cage and various other MMA events. Some have earned championship belts. LIFE IN GENERAL • I am a U.S. Air Force Reserve veteran. • Over the past three decades, I've held a variety of jobs - everything from associate pastor to truck driver, busboy to police officer, auto body specialist to Kettlebell instructor, paramedic to private investigator, and basketball instructor to bodyguard. I've gained quite a bit of experience in many areas of life. I've also been very fortunate to have met and made friends with a lot of people from all walks of life: From mothers who were athletes to Senators, musicians to foreign dignitaries, Navy Seals to leading scientific researchers, and homeless individuals to vice chancellors. Page 1 1988 - 1991 Manager of Investigations Tactical Security / Investigations San Diego, CA Started out as a "supervised" private investigator, within a year was promoted to Manager of Investigations. Conducted numerous civil and criminal investigations, thousands of hours of surveillance, as well as numerous executive protection details. Education Duluth Central High School - Graduate — Basic 1980 Century Business College - Graduate — Investigations 1988 Southwestern College - Police Academy Graduate - 1991 Read 1000+ books on business, psychology, teaching, technology and numeorus other topics since 1980 Taken hundreds of online classes on business, marketing, graphics and video since 1998 References Available upon request Page 2 of 2 Page 2 • I have mentored, and continue to mentor, a handful of men and women. While I enjoy sharing my life with them, I thoroughly enjoy watching them grow, mature and blossom! I am fortunate to have lived the life I've been given, had the family and friends I've been given, had the professors, teachers and instructors pass on their knowledge, experience and wisdom, AND, had the students and instructors within my association! THE DETAILS Since 1981, I have studied and been involved in thousands of hours of hands-on training in twenty-seven (27) different styles of martial art. Here they are: 1) Jeet Kune Do Concepts 2) Shooto Wrestling 3) Brazilian Jiu Jitsu 4) Sambo 5) Bando 6) Wing Chun 7) Pekiti Tirsia 8) Pentjak Silat Bukti Negara 9) Boxe Francaise Savate 10) Western Boxing 11) Greco-Roman Wrestling 12) Freestyle Wrestling 13) Pankration 14) Thai Boxing 15) Balintawak 16) Le Canne et Baton 17) Panache 18) Sho Shin Ti Karate 19) Judo 20) Inosanto Blend of Kali 21) Chin Na 22) Aikido 23) Aiki Jujutsu 24) Panantuken / Pananjakman / Dumog 25) Sugar ryu Jiu Jitsu 26) Chausson 27) Kalis Ilustrisimo Page 3 Since 1981, I've also obtained the following ranks and certifications in martial arts: • A Certified, California Peace Officer Standards and Training (P.O.S.T.), Arrest and Control Instructor. • A California P.O.S.T. Certified Academy Instructor (AICC). • A Fifth Degree Black Belt in Brazilian Jiu Jitsu under Professor Joe Moreira. • A Certified Third Degree Black Belt in Brazilian Jiu Jitsu under the IBJJF Federation. • A Basic Level Instructorship in Kalis Ilustrisimo under Guro Romeo Macapagal. • A Green Glove in Boxe Francaise Savate under Professor Salem Assli. • A former Senior Full Instructorship in Jeet Kune Do Concepts / Filipino Martial Arts under Sifu Paul Vunak. • A former Associate Level Instructorship in Jun Fan Gung Fu under Guro Dan lnosanto. • A former Associate Level Instructorship in Filipino Martial Arts under Guro Dan lnosanto. • A former Apprentice Level Four Instructorship in Jun Fan Gung Fu under Sifu Larry Hartsell. • A former HKC (Hardstyle Kettlebell Certification) Certified Instructor from Mr. Pavel Tsatsouline. • An Honorary Fourth Degree Black Belt in Taihojutsu (Police Tactics) under Sensei Tom Snowden. • An Honorary Third Degree Black Belt in Sho Shin Ti modes Karate under Sensei Larry Kurtz. Since 1987, I've taught Arrest and Control and Defensive Tactics (i.e. Edged Weapon Defenses, Ground Control Tactics, Arrest and Control Tactics, and Physical Attribute Development) to numerous law enforcement groups, agencies and training facilities. Here is a brief list of groups I've worked with in the past: LAW ENFORCEMENT AGENCIES • American Society of Law Enforcement Trainers (ASLET) • California Narcotics Officers' Association (CNOA) • California Peace Officer Standards and Training Commission (POST) • Carlsbad Police Department • Chula Vista Police Department • Drug Enforcement Agency (DEA) - Newark, NJ • Drug Enforcement Agency (DEA) - San Diego, CA • El Cajon Police Department • Federal Bureau of Investigations (FBI) • Los Angeles Police Department (LAPD) • Los Angeles County Sheriff's Office • McHenry County Sheriff's Department • Military and Civilian Law Enforcement Association (MACLEA) Page 4 • National City Police Department • San Bernardino County Sheriff's Office • San Diego Police Department • San Diego Sheriff's Office • San Diego Narcotics Task Force (NTF) • San Diego P.D. (S.W.A.T. — S.R.T.) • Transportation Security Administration — US Air Marshals (Chicago Office) • Trondheim Police Department (Trondheim, Norway) • University of California, San Diego, Police Department • US Border Patrol • US Marshals • US Secret Service (Department of Homeland Security) • Various Law Enforcement Agencies throughout Western Poland LAW ENFORCEMENT ACADEMIES • Rio Hondo Police Academy (I taught there weekly for 3 years) • San Diego Regional Police Academy • San Bernardino Sheriffs Academy • San Diego Sheriff's Academy FOUR IMPORTANT LAW ENFORCEMENT HIGHLIGHTS • In the summer of 2015, I was hired by the Chula Vista Police Department to assist them in helping their officers gain confidence, as well as develop usable and repeatable skill sets in defensive tactics. Together, we are working on revamping the current arrest and control program through a variety of new and innovative training methods. Additionally, I am in negotiations with three other Southern California law enforcement agencies. • While attending the police academy as a recruit in 1991, because of my diverse and highly specialized background and training, I was invited (by the Academy Command Staff) to teach an on -going ground fighting class to my fellow recruits. The evaluations I received were stellar! I am very proud of this accomplishment. • In 1993, I was invited to participate in a law enforcement symposium sponsored by the California Commission on Peace Officer Standards and Training! This symposium was being held because of the Rodney King incident. • In my brief time working as a police officer, I am proud to say that not one subject / suspect / detainee ever took a swing at or assaulted me. I was able to talk everyone down and get each of them to comply with my verbal requests / commands. Page 5 MILITARY GROUPS • Polish Special Land Forces (G.R.O.M.) • Slovakian Special Forces • US Navy Seals • US Marine Corps • Norwegian Army • Indian Special Forces • Qatarian Special Forces As of August 2016, I will have taught five hundred and thirty (530) seminars in twenty-five (25) countries around the world! My knowledge of, and expertise in, the martial sciences have been utilized by various civilian organizations as well. Here is a brief list of companies I've worked with: LOCAL AND NATIONAL BUSINESSES • Anheuser-Busch (The Bud Girls) — 1998 Bud Bowl in San Diego, California • Balboa Park Recreations — San Diego, California • Ballistic Fighting Methods — Carpentersville, Illinois • Body Workshop — Pacific Beach, California • Century Business Schools — San Diego, California • Chula Vista Center Mall — Chula Vista, California • Colorado River Indian Tribes — Arizona • Holiday Inn Hotel Security — San Diego, California • Horton Plaza Mall Security — San Diego, California • Mercyhurst College — Erie, Pennsylvania • National University — San Diego, California • Numerous Sororities in San Diego County • Oliver -McMillan Firm - San Diego, California • Paradise Valley Hospital Security — Paradise Valley, California • Radisson Hotel Security — San Diego, California • San Diego District Attorney's Office — San Diego, California • San Diego State University Recreations — San Diego, California • Scripps Health - San Diego, California • University of California, San Diego Recreations — La Jolla, California • Z90 Radio Station — National City, California MARTIAL ARTS ACADEMIES • Aikido of North County — Vista, California • Small Axe BJJ Academy - Oceanside, California Page 6 • Ballistic Fighting Methods — Carpentersville, Illinois • Blackline Training Center - Carlsbad, California • Blind Fury BJJ - Columbus, Georgia • Elite JKD Systems — Bloomingdale and Rockford, Illinois • Hal Faulkner BJJ Academy — Eureka, California • Hawaiian Martial Arts Center — Honolulu, Hawaii • House of Champions — Van Nuys, California • Huard's Martial Arts — Winslow, Maine • Inosanto Academy of Martial Arts — Marina del Rey, California • Jiu Jitsu de Brasil — Costa Mesa, California • Martial Arts America — San Jose, California • Martial Arts America — San Diego, California • Martial Arts America — Rochester, New York • Minnesota Kali Group — Duluth, Minnesota • Minnesota Kali Group — Minneapolis, Minnesota • Modern Self -Defense — Middletown, Connecticut • North County Fight Club — Carlsbad, California • Numerous sororities throughout San Diego County • Partch's Grappling Academy — Chula Vista, California • Progressive Fighting Systems — Greenfield, Indiana • Progressive Fighting Systems - Rockford, Indiana • Progressive Fighting Systems — Newark, New Jersey • Roy Dean Academy — Bend, Oregon • Sidekicks Fight Academy — Canyon Country, California • Sagauro Jiu Jitsu — Vail, Arizona • Saunders Brazilian Jiu Jitsu — East Rochester, New York • SoCal Martial Arts Center - Bonita, California • Southbay Jiu Jitsu Club — Chula Vista, California • Strong Grip Jiu Jitsu Club — Chula Vista, California • Team Magnitude — Vista, California INTERNATIONAL BUSINESSES • 3D JKD, Naramata, BC, Canada • Baja California Mexico Jiu Jitsu Club — Mexicali, BC, Mexico • Champion's Creed Martial Arts Centre — Calgary, AB, Canada • Borret BJJ — Shanghai, China • Canadian Martial Arts Centre - Lethbridge, AB, Canada • Champions Creed - Calgary, AB, Canada • Combate Dept. — Monza, Italy • Fighter Fitness — Obertshausen, Germany • Kaisho Martial Arts Academy — Helsingborg, Sweden Page 7 • Lee Mein's Canadian Martial Arts Centre — Lethbridge, AB, Canada • Jeet Kune Do Slovakia — Harichovce, Slovakia • Mariusz Linke Academy — Szczecin, Poland • Nomad BJJ - Sherbrooke, QC, Canada • Progressive Fighting Systems — Munich, Germany • Progressive Fighting Systems — Milano, Italy • Progressive Fighting Systems — Varese, Italy • Progressive Fighting Systems — Vancouver, Canada • RPI Academy — Melbourne, Australia • Sakura Jiu Jitsu Academy - Mexico City, DF, Mexico • Sefcik JKD — Harichovce, Slovakia • Shooters MMA — Goteborg, Sweden • Shooters MMA — Stockholm, Sweden • Shooters MMA — Copenhagen, Denmark • Speretti JKD — Asti, Italy • Strefa Walki — Poznan, Poland • Team Resurrection Jaguar - Mexico City, DF, Mexico • Trondheim BJJ — Trondheim, Norway • Winkler JKD — Langenthal, Switzerland • Various Karate schools throughout Northern and Central Switzerland • Various Jiu Jitsu schools throughout Northern and Western Poland • Various schools through Ireland, England, the Philippines and Indonesia A FEW NOTABLE STUDENTS — Here is a short list of individuals who have sought out private and personalized instruction from me over the years: • Guro Dan Inosanto • Guro Paul Vunak • Guro Thomas Cruse • Dr. Mark Cheng • Dr. Jack Yang • Dr. Paul Haydu • Mr. Quentin Jammer • Mr. Jacques Cesaire • Mr. Marques Harris • Ms. Diana Moscarda • Mr. Keith Blackburn • Mr. Jason Lambert • Mr. Lee Mein • Mr. Jordan Mein • Mr. Nick Ring Page 8 • Mr. Brian Bird • Mrs. Sheila Bird • Mr. Israel Camacho • Mr. Jorge Lopez • Mr. August Wallen • Mr. Manny Rodriguez • Mr. Jeff Clark • Mr. Roy Dean • Mr. Matt Stansell • Mr. Quinn Deveraux • Mr. Johan Skalberg • Mr. Bjorn Friedrich FEATURED I have appeared on a syndicated television show entitled "Don't Be A Target: A Television Guide to Crime Prevention". I've also appeared on a local San Diego based news station because of my expertise in Jeet Kune Do. I was featured in Black Belt Magazine, a few Southern California newspapers, as well as several international martial arts magazines. Back in the mid-1990's, I was interviewed by a San Diego based radio station and even answered questions as callers called into the station to learn about martial arts and self-defense. Because I've taught 100+ self-defense workshops to the general public, free of charge, I was nominated as "Angel of the Week". HALL OF FAME INDUCTION I was inducted into the Masters' Hall of Farne in August of 2007. AFFILIATIONS I am (or was) a proud member of the following associations / organizations: • Executive Security International Alumni Association • American Society of Law Enforcement Trainers (ASLET) • Lifetime member at Frontsight • Professor Joe Moreira's Jiu Jitsu de Brasil Association • Guro Romeo Macapagal K.I.T. (Kalis Ilustrisimo Tradicional) Association • Punong Guro Tony Diego's Kalis Ilustrisimo Association (former) • Guro Dan lnosanto's International Instructor Association (former) • Guro Larry Hartsell's Instructor Association (former) • Sifu Rick Faye's Minnesota Kali Group (former) Page 9 * Guno Paul Vunak'sPrngresSiwe Fighting Systems (former) INFLUENCES Here is a short list of instructors who have heavily influenced my martial arts teaching and w SenseiRobertKoga—KogaSystem w GuroRomeo Macapa�a! Kalis|lusthoirno w Punnng(�uroTony OieQo Kalis|lustrisirno * Guro [)an |nosanto ']eet Kune [)o, Filipino and Indonesian arts ° GuroRick Faye -]ee1KuneDo, Filipino and Thai Arts * GurOLarry Hartsell ]eetKune[}oand Filipino Arts °GuruK4iChaelangeloBuVt—Balintavvak w ProfessorSa/ern Assli Boxe Fnanciase Savate, Le Canne *t Baton' Panache * PendekarPaul De Thouars-Pmn�ak Silat BuktiNegana * Comrade Pavel TsatsouIine Kett/obells * Dr. Mark Cheng-Kettlebells ° Sensei Darrell Bullock Sugar ryu ]iu ]itsu * Professor Nelson K4onteiro Brazilian ]iu jitsu * SenyeiRobert Crosson Sugar ryu]iu]itsu ° SnnseiJesse Jones Judo • Sensei Larry Kurtz ShoShin Ti * Professor Joe K4oreira Brazilian ]iu Jitsu w ProhessorRoriVn Grade ' Gnaciojiu jitsu * Professor RoylerGnade Grade]iu jitsu * Professor Rickson Gracie—Gradejiu jitsu ~ Professor RMachado � Brazilian jiu ]it /�an ac o a su * Professor Jean Jacques Machado - Brazilian Jiu ]itsu ~ GuroTom Cruse ]eetKuneOoand Filipino Arts w MahaGuroVictor OeThnuars TnnBkat w GunoPaul Vunak JeetKune[)oand Filipino Arts Roy Harris www.RoyHarris.com Roy C. Harris 2260 El Cajon Blvd. #196 San Diego, CA 92104 Phone: 1-858-366-3151 Web: www.RoyHarris.com E-mail: roy.harris.info c(Dgmail.com A Glimpse of Accomplishments • Given a "Distinguished Merit Award" for saving three lives as a police officer. • Inducted into the "Masters Hall of Fame" in 2007 for martial arts excellence. • Served as a medic in the US Air Force Reserve for eight years. • Nominated "Angel of the Week" by Z90 radio station for teaching 100 self-defense seminars free of charge. • Designed / developed various training programs for numerous private security firms and police agencies. • Produced hundreds of online instructional videos and 14 instructional DVDs. • One of the highest ranking North American Brazilian Jiu Jitsu practitioners / instructors. • Has taught over 500 seminars on four continents and in 25 countries. • Has been intervewed / featured in numerous international radio shows, podcasts and magazines. • Became a published author in 2014. • Currently teaches online courses to students worldwide. Experience 2015 - Present Consultant Chula Vista PD Chula Vista, CA Hired as a consultant for the Chula Vista Police Department to problem solve and innovate with regard to their arrest and control procedures. Also tasked with starting an in-house training library. To date, the response and results of the training I have provided has been positive and well received. 1994 - Present President Harris International San Diego, CA Since 1994, I have taught arrest and control, martial arts, self-defense, military combatives and functional fitness to thousands of individuals around the world. The focus of the training provided has been on practicality and functionality in training. A partial list of clients includes housewives, Navy Seals, college students, security officers, law enforcement personnel, police academies and various military agencies worldwide. For a more complete background and history, please go to www.royharris.com/about/ 2008 - 2012 D-Tac Instructor Rio Hondo Police Academy Whittier, CA I taught defensive tactics, arrest and control, weapon retention, edged weapon defenses and ground fighting to thousands of students who attended this police academy. I also partcipated in police recruit testing and advanced officer training. 1989 - 1996 Police Officer UC San Diego La Jolla, CA My weekly responsibilities included vehicle patrol, foot patrol, daily activity reports, burglary reports, collision reports, theft reports, transporting prisoners to county jail, public relations, defensive tactics, building searches, vehicle inspections, fire alarm inspections, escorts, surveillance and more. Page 1 of 2 Page 11 1988 - 1991 Manager of Investigations Tactical Security / Investigations San Diego, CA Started out as a "supervised" private investigator, within a year was promoted to Manager of Investigations. Conducted numerous civil and criminal investigations, thousands of hours of surveillance, as well as numerous executive protection details. Education Duluth Central High School - Graduate — Basic 1980 Century Business College - Graduate — Investigations 1988 Southwestern College - Police Academy Graduate - 1991 Read 1000+ books on business, psychology, teaching, technology and numeorus other topics since 1980 Taken hundreds of online classes on business, marketing, graphics and video since 1998 References Available upon request Page 2 of 2 Page 12 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/ DD/YYYY) 05/30/2017 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: lithe certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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). PRODUCER SADLER & COMPANY, INC. P.O. BOX 5866 COLUMBIA, SOUTH CAROLINA 29250-5866 CONTACT NAME: Sports Dept PHONE (A/C, No. Eat): 800-622-7370 I FAX (A/C, No): 803-256-4017 E-MAIL ADDRESS: instructor©sadlersports.com PRODUCER CUSTOMER ID#: INSURED Roy Christopher Harris DBA 2260 El Cajon Blvd. #196 San Diego, CA 92104 Application ID: 186736 A Member of the Sports, Leisure & Entertainment RPG INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Nationwide Mutual Insurance Company INSURER B: INSURER C: INSURER D: 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. 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CERTIFICATE HOLDER CANCELLATION RELATIONSHIP: Property Owner/ Lessor The City of National City, its elected officials, officers, agents and employees 1243 National City Boulevard National City, CA 91950-4301 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 - sue, Coverage is only extended to U.S. events and activities "NOTICE TO TEXAS INSUREDS: The Insurer for the purchasing group may not be subject to all the insurance laws and regulations of the State of Texas. ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ISO I Commercial General Liability Forms 107/01/04 POLICY NUMBER: 6BRPG0000006039800 INSURED: Roy Christopher Harris COMMERCIAL GENERAL LIABILITY CG20260413 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 1. Name of Additional Insured Person(s) or Organizations(s): The City of National City, its elected officials, officers, agents and employees 1243 National City Boulevard National City, CA 91950-4301 (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. 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Insurance Services Office, Inc., 2012 Page 1 of 1 — CALIFORNIA — NATIONAL Cfl'Y taii lArOtlros ATV, City of National City (To be submitted only when there are no employees subject to Workers' Compensation) DECLARATION AND ADDENDUM TO ALL CONTRACTS AWARDED TO: I-t Tuz-t5 Nf frf QNk (Company Name) For the purpose of inducing the City of National City to go forward with any contracts awarded to LZ( S I N ",-+-/rlON►IA_ ^v�(Companny,), I declare as follows: I, C tZ. (S (name) CiAl NIt�l ` (title), am authorized to execu this document on behalf of _(company) with respect to compliance with the California Workers' Compensation and Labor laws. All work required will be performed personally and solely by L, volunteers of �'t "ttit S 1 NTC-(+-''.N 3 t_ (company), who are independent contractors. 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Dated: I a ree that these declarations shall constitute an addendum to any bid or contract awarded to: N rea-N r,T I O N Vri_.._ (company) DUNE (0 20 17 (Insert company name in all caps) By: (Signature o Authorized R presentative) Z o C H1V-12-1 (Name and Titl INSURANCE IDENTIFICATION CARD - California Policy Number: 909591799 NAIC Number: 11770 Effective Date: 04/13/2017 Expiration Date: 10/13/2017 Insurer: United Financial Cas Co 1-800-776-4737 PO Box 31260 Tampa, FL 33631 Named Insured(s): roy c harris Year Make Model 2007 Toyota Prius VIN JTDKB20U077573709 roy c harris Valued Customer Since 2016 Form A022 (03/11) IF YOU'RE IN AN ACCIDENT 1. Remain at the scene. Don't admit fault. 2. Find a safe location, call the police, and exchange driver information. 3. Call Progressive right away. TO REPORT A CLAIM Call 1-800-274-4499 or go to claims.progressive.com. Use your own repair shop, or choose one in our network. 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RESOLUTION NO. 2017 — 110 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AGREEMENT WITH HARRIS INTERNATIONAL TO PROVIDE EXPERT TRAINING TO POLICE PERSONNEL ON ARREST AND CONTROL/FORCE OPTIONS TO MEET NATIONAL AND POST REQUIREMENTS AND RECOMMENDATIONS, AND PHYSICAL FITNESS TRAINING TO POLICE PERSONNEL INTENDED' TO PREVENT WORK RELATED INJURIES WITH A TERM OF ONE-YEAR, BEGINNING JULY 1, 2017 - JUNE 30, 2018, FOR A TOTAL WILL NOT EXCEED AMOUNT OF $25,000 PER YEAR WITH THE OPTION OF THREE (3) ONE-YEAR EXTENSIONS WHEREAS, the area of defensive tactics and arrest/control methods in law enforcement continues to evolve due to new techniques and legislative changes that have impacted law enforcement at a national level; and WHEREAS, de-escalation, critical incident, mindful resilience, and communication techniques are integral components in defensive and arrest tactics, and are now required or recommended instruction for police by POST and national law enforcement institutions; and WHEREAS, the National City Police Department (NCPD) currently has designated defensive tactics and arrest/control instructors, however, the constant evolution in this area has made it difficult for NCPD to maintain the pace of specialized training needed by instructors to deliver the curriculum in a timely manner; and WHEREAS, in order to meet this critical need and reduce possible liability, NCPD desires to enter into an Agreement with Harris International to provide consistent training to instructors and police personnel that meets the standards outlined by POST and encompass curriculum recommended by leading law enforcement institutions, and to provide physical fitness training to police personnel for a term of one year, July 1, 2017 through June 30, 2018, for the not to exceed amount of $25,000 per year with the option to extend for three additional one-year terms. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Chief of Police to enter into an Agreement with Harris International to provide consistent training to instructors and police personnel that meets the standards outlined by POST and encompass curriculum recommended by leading law enforcement institutions, and to provide physical fitness training to police personnel for a term of one year, July 1, 2017 through June 30, 2018, for the not to exceed amount of $25,000 per year with the option to extend for three additional one-year terms [Signature Page to Follow] Resolution No. 2017 — 110 Page Two PASSED and ADOPTED this 20th day of June, 20 Morrison, Mayor ATTEST: Al Mic ael R. Dalla, !Ity Clerk APPROVED AS TO FORM: orris-Jone orney Passed and adopted by the Council of the City of National City, California, on June 20, 2017 by the following vote, to -wit: Ayes: Councilmembers Cano, Mendivil, Morrison, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of N. •nal City, California /J City Jerk of the City %f National City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2017-110 of the City of National City, California, passed and adopted by the Council of said City on June 20, 2017. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: June 20, 2017 C '.1 33 AGENDA ITEM NO. ''10 ITEM TITLE: Resolution of the City Council of the City of National City authorizing the City Manager to enter into an agreement with Harris International to provide expert training to police personnel on Arrest and Control / Force Options to meet national and POST requirements and recommendations, and physical fitness training to police personnel intended to prevent work related injuries with a term of one-year, beginning July 1, 2017 — June 30, 2018 for a total will not exceed amount of $25,000 per year with the option of three (3) one-year extensions. PREPARED BY: Manuel Rodriguez, Chief of Police PHONE: (619) 336-4513 EXPLANATION: See Attachment. DEPARTMENT: Police APPROVED BY: FINANCIAL STATEMENT: APPROVED: `-yG/, ,Fcti Finance ACCOUNT NO. 001-411-000-226-0000 APPROVED: MIS The cost of this agreement not to exceed $25,000 has been allocated within the police budget. ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION: FINAL ADOPTION: STAFF RECOMMENDATION: Approve Resolution. BOARD / COMMISSION RECOMMENDATION: ATTACHMENTS: Staff Report Agreement & Exhibit A Q�Es0 0 No. rd0V 1- \rU CALIFORNIA -* NATIONAL Mir DJ INCORPOR A TED ZONAL CITY POLICE DATE: June 20, 2017 SUBJECT: Resolution of the City Council of the City of National City authorizing the City Manager to enter into an Agreement with Harris International for Defensive Tactics / Arrest and Control, and physical fitness training to police personnel. BACKGROUND The area of defensive tactics / arrest and control methods in law enforcement continues to evolve. In addition to new techniques, legislative changes have impacted law enforcement at a national level. De-escalation, critical incident, mindful resilience, and communication techniques are integral components in defensive and arrest tactics, and are now required or recommended instruction for police by POST and national law enforcement institutions. The department currently has designated defensive tactics and arrest/control instructors, however, the constant evolution in this area has made it difficult for the police department to maintain the pace of specialized training needed by instructors to deliver the curriculum in a timely manner. In order to meet this critical need and reduce possible liability, the department has sought a consultant to provide training to instructors and police personnel. Harris International, is owned/operated by Roy C. Harris, director of instruction. Mr. Harris has taught defensive tactics / arrest and control methods since the late 1980's and has been employed to instruct police academies and police departments, such as the Chula Vista Police Department. Mr. Harris will provide mandated defensive tactics / arrest and control training to the National City Police Department four (4) times per year. The training will be consistent and meet the standards outlined by POST and encompass curriculum recommended by leading law enforcement institutions. (Cost: $14,000) Mr. Harris will also provide, two (2) sessions per week (varied times), of physical fitness training to police personnel. The fitness training is intended to prevent work related injuries by improving overall flexibility. The fitness training will take place at the police facility and offered on a volunteer basis. (Cost: $11,000) 1200 National City Boulevard National City, CA 91950 (619) 336-4512/Fax (619) 336-4525 0-. CALIFORNIA -� NATIONAL Clap �.. INCORPORATED IMPACT One-year agreement, July 1, 2017 — June 30, 2018, with the option of three (3) one-year extensions. The agreement will not exceed $25,000 per year. JOSE TELLEZ, CAPTAIN 1200 National City Boulevard National City, CA 91950 (619) 336-4512/Fax (619) 336-4525 AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND HARRIS INTERNATIONAL THIS AGREEMENT is entered into on this 20th day of June, 2017, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and HARRIS INTERNATIONAL, a Sole Proprietorship (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide Expertise Arrest and Control / Force Options training to meet Peace Officer Standards and Training ("POST") standards. WHEREAS, the CITY has determined that the CONSULTANT is a Defensive Tactics/Arrest and Control Instructor and is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services, as set forth in Exhibit "A". NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT to provide four sessions per year, each session consisting of four to five full days of arrest and control training and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on June 1, 2017. The duration of this Agreement is for the period of June 1, 2017 through June 30, 2018. This Agreement may be extended by mutual agreement upon the same terms and conditions for an additional one (1) year term. The Parties may exercise up to three one-year extensions. Any extension of this Agreement must be approved in writing by the City Manager. 3. SCOPE OF SERVICES. Consultent will provide four training sessions per year. Each session of training will consist of four to five full days to include but not limited to fitness, defensive tacatics, arrest and control, present day considerations and technology. The goals and benefits of the training include an increase in officer confidence and de-escalation skills, increase in the public's positive perception of officers' abilities, decrease in officer involved injuries and decrease in injures to suspects. The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in Page 1 of 10 advance by the CITY. The CONSULTANT shall appear at meetings as necessary to keep staff and City Council advised of the progress on the project. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services. 4. PROJECT COORDINATION AND SUPERVISION. Sergeant Thomas Wilkins hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Roy C. Harris thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed $ 25,000.00. The compensation for the CONSULTANT'S work shall not exceed the rates set forth in Exhibit "A". Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A", as determined by the CITY. This Agreement may be extended by mutual agreement upon the same terms and conditions for three additional one (1) year terms. Any extension of this Agreement must be approved in writing by the City Manager. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 6. ACCEPTABILITY OF WORK. The CITY shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the CITY cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the CITY or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the CITY shall each prepare a report which supports their position and file the same with the other party. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this project, whether paper or electronic, shall become the property of the CITY for use with respect to this project, and shall be turned over to the CITY upon completion of the project, or any phase thereof, as contemplated by this Agreement. Page 2 of 10 Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY' S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written work product for the CITY'S purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of Services of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City Standard Agreement Page 3 of 10 City of National City March 2017 — June 2020 and Harris International of National City, whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. Standard Agreement Page 4 of 10 City of National City March 2017 — June 2020 and Harris International 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT'S performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the CITY, its agents, officers, employees or volunteers. CITY will cooperate reasonably in the defense of any action, and CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, employees, and volunteers from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. Standard Agreement Page 5 of 10 City of National City March 2017 — June 2020 and Harris International 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked insurance policies: A. ® If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $2,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $5,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, officials, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. Insurance shall be written with only California admitted companies that hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. H. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. Standard Agreement Page 6of10 City of National City March 2017 — June 2020 and Harris International I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 20. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if Standard Agreement Page 7 of 10 City of National City March 2017 — June 2020 and Harris International mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Manuel Rodriguez Chief of Police National City Police Department 1200 National City Blvd National City, CA 91950-4301 To CONSULTANT: Roy C. Harris, President Harris International 2260 El Cajon #196, San Diego, CA 992104 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 21. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. n If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. Standard Agreement Page 8 of 10 City of National City March 2017 — June 2020 and Harris International The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Paragraph 22 by the CONSULTANT. 22. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 23. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits,schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement shall control. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. Standard Agreement Page 9 of 10 City of National City March 2017 — June 2020 and Harris International L. Subcontractors or Subconsultants. The CITY is engaging the services of the CONSULTANT identified in this Agreement. The CONSULTANT shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY in writing. In the event any portion of the work under this Agreement is subcontracted, the subconsultant(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY, both the insurance provisions in Section 17 and the indemnification and hold harmless provision of Section 15 of this Agreement. M. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY HARRIS INTERNATIONAL By: By: Leslie Deese, City Manager Roy Harris, Owner APPROVED AS TO FORM: Angil Morris -Jones City Attorney Standard Agreement Page 10 of 10 City of National City March 2017 — June 2020 and Harris International Exhibit A Harris International Arrest and Control Training Proposal For the National City Police Department Situation: Because of a flexion oriented culture, police officers live the majority of their lifestyle in flexion: They sleep, eat breakfast, drive to work, listen at roll -call, drive on patrol and/or perform most of their work related duties, eat lunch, write reports, drive home, eat dinner and watch TV from a position of flexion (i.e. where the back is bent forward, the chin is moved forward and down towards the belly button and the legs are bent). As a result of spending most of their day and night in this health - robbing position, the muscles on the front side of the upper torso are shortened and the muscles on the back side of the upper torso are shortened - which leads to lower neck, lower back and knee pain. This pain is sometimes managed by over the counter pain medicine. Then at some point in time, the officer seek will out professional help from a doctor, physical therapist, acupuncturist, massage therapist and/or chiropractor. Some officers will tough it out and not seek professional help. In the end, because of pain and a limited range of motion, the officers' confidence and abilities are hindered because of an inability to kneel, get up off of the ground, bend over or perform many simple activities because "It hurts." Therefore, officers must be taught and go through the process of adding more extension into their lives. Proposed Solution: My name is Roy Harris. I am the owner and director of instruction at Harris International. I have been teaching functional fitness to police officers since 2006. And, I have had positive results from the officers who have participated in this program. I can offer this training to your officers on a weekly or monthly training. Costs: The costs associated with this training are as follows: • $50 for each 30 minute training session (e.g. three times a day [to account for different shifts], two times per week would amount to $300 a week or $15,600 a year) • $50 for each 30 minute training session (e.g. two times a day [to account for different shifts], two times per week would amount to $200 a week or $10,400 a year) • $50 for each 30 minute training session (e.g. two times a day [to account for different shifts], one time per week would amount to $100 a week or $5,200 a year) Benefits: Here are a handful of benefits for receiving this training: • Decrease in the amount of pain in the shoulders, neck, back and knees • Increase in the officers' range of motion in the most important joints • Increase in the officers' functional strength for the most important joints • Decrease in officer involved injuries (workmen's compensation claims) If you have questions or comments about anything in this document, or if you feel I have left some important things out, feel free to contact me at the email address or phone numbers listed below. Thank you for your time, and I look forward to hearing from you. Sincerely, Roy Harris Phone: Email: Web: 858-366-3151 roy.harris.info@gmail.com www.RoyHarris.com or www.Harris-International.com Harris International Arrest and Control Training Proposal For the National City Police Department Situation: Police officers' words and actions are under a lot of scrutiny these days - from the newspapers, Internet, social media, the general public and beyond. As a result, a police officer's job has increasingly become more difficult and stressful. From my perspective, a part of this stress comes from a reliance on older methods of arrest and control training. These training methods - while effective in their day - do not address present- day considerations and technology (e.g. smart phones with camcorders that have immediate access to the Internet, social media, a highly sensitive culture, etc...). Therefore, more modern and innovative training methods must be presented, practiced and developed for our officers in order to fill this gap. Proposed Solution: My name is Roy Harris. I am the owner and director of instruction at Harris International. I have been teaching defensive tactics / arrest and control methods since the late 1980's. I have also been employed to teach defensive tactics and arrest and control methods at several police academies since the early 2000's. I can offer to your officers several unique and more modern training methods that will address the above -mentioned concerns. NOTE: I write this with confidence because since July of 2015, I have taught these methods to all of the officers at the Chula Vista Police Department. And, many of the Chula Vista Police Officers have had a good amount of success employing what I have taught them. I would like to offer my instructional services to your agency as well. Costs: The costs associated with this training are as follows: • $700 for a full day of training (i.e. 8-10 hours of training) • $400 for a half day of training (i.e. 4-5 hours of training) Per our discussion, the plan was to train your officers four (4) sessions per year. Each session of training would consist of four to five full days of arrest and control training. Therefore, based on this discussion, the total cost for one year of training would be: • $11,200 for four days of training ($2800 per week of training) • $14,000 for five day of training ($3500 per week of training) Benefits: Here are a handful of benefits for receiving this training: • Increase in officer confidence and de-escalation skills • Increase in the public's "positive" perception of officers' abilities • Decrease in officer involved injuries (workmen's compensation claims) • Decrease in injuries to suspects (potential civil suits and attorney's fees) If you have questions or comments about anything in this document, or if you feel I have left some important things out, feel free to contact me at the email address or phone numbers listed below. Thank you for your time, and I look forward to hearing from you. Sincerely, Roy Harris Phone: 858-366-3151 Email: roy.harris.info@gmail.com Web: www.RoyHarris.com or www.Harris-International.com RESOLUTION NO. 2017 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AGREEMENT WITH HARRIS INTERNATIONAL TO PROVIDE EXPERT TRAINING TO POLICE PERSONNEL ON ARREST AND CONTROL/FORCE OPTIONS TO MEET NATIONAL AND POST REQUIREMENTS AND RECOMMENDATIONS, AND PHYSICAL FITNESS TRAINING TO POLICE PERSONNEL INTENDED' TO PREVENT WORK RELATED INJURIES WITH A TERM OF ONE-YEAR, BEGINNING JULY 1, 2017 - JUNE 30, 2018, FOR A TOTAL WILL NOT EXCEED AMOUNT OF $25,000 PER YEAR WITH THE OPTION OF THREE (3) ONE-YEAR EXTENSIONS WHEREAS, the area of defensive tactics and arrest/control methods in law enforcement continues to evolve due to new techniques and legislative changes that have impacted law enforcement at a national level; and WHEREAS, de-escalation, critical incident, mindful resilience, and communication techniques are integral components in defensive and arrest tactics, and are now required or recommended instruction for police by POST and national law enforcement institutions; and WHEREAS, the National City Police Department (NCPD) currently has designated defensive tactics and arrest/control instructors, however, the constant evolution in this area has made it difficult for NCPD to maintain the pace of specialized training needed by instructors to deliver the curriculum in a timely manner; and WHEREAS, in order to meet this critical need and reduce possible liability, NCPD desires to enter into an Agreement with Harris International to provide consistent training to instructors and police personnel that meets the standards outlined by POST and encompass curriculum recommended by leading law enforcement institutions, and to provide physical fitness training to police personnel for a term of one year, July 1, 2017 through June 30, 2018, for the not to exceed amount of $25,000 per year with the option to extend for three additional one-year terms. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Chief of Police to enter into an Agreement with Harris International to provide consistent training to instructors and police personnel that meets the standards outlined by POST and encompass curriculum recommended by leading law enforcement institutions, and to provide physical fitness training to police personnel for a term of one year, July 1, 2017 through June 30, 2018, for the not to exceed amount of $25,000 per year with the option to extend for three additional one-year terms [Signature Page to Follow] Resolution No. 2017 — Page Two PASSED and ADOPTED this 20th day of June, 2017. Ron Morrison, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney I'CY dddkIa July 11, 2017 CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950 619-336-4228 Michael R. Dalla, CMC - City Clerk Mr. Roy Harris Harris International 2260 El Cajon Blvd. #196 San Diego, CA 92104 Dear Mr. Harris, On June 20th, 2017, Resolution No. 2017-110 was passed and adopted by the City Council of the City of National City, authorizing execution of an Agreement with Harris International. We are enclosing for your records a certified copy of the above Resolution and a fully executed original Agreement. Michael R. Dalla, CMC City Clerk Enclosures