HomeMy WebLinkAboutGolden Gate K9, LLC 2012-09-04,
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AGREEMENT FOR I
PROFESSIONAL CONSULTING SERVICES '
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� This Agreement, made and entered into this `� day of � , 2012 ("Effective �
Date"), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "Ciry" and
Golden Gate K9 - LLC, a limited liability company organized and in good standing under the li
laws of the state of Califomia, hereinafter referred to as "ConsultanY'. i
RECITALS ��
This Agreement is predicated on the following facts:
a. City requires consulting services related to Police Dog Team Training, Consulting and i�
Court Room Testimony.
b. Consultant represents that it has the qualifications, skills, experience and properly I
licensed to provide these services, and is willing to provide them according to the terms
of this Agreement.
c. City and Consultant agree upon the Scope-of-Work and Work Schedule attached hereto
� as Attachment "A", describing contract provisions for the project and setting forth the '
completion dates for the various services to be provided pursuant to this Agreement.
TERMS OF AGREEMENT
1.0 DESCRIPTION OF PROJECT I
1.1 The Project is described in detail in the attached Scope-of-Work (Attachment "A").
2.0 SCOPE OF SERVICES
2.1 As set forth in Attachment"A".
2.2. Additional Services. Additional services, if any, shall only proceed upon written
agreement between City and Consultant. The written Agreement shall be in the form of
' an Amendment to this Agreement.
, 3A CONDUCT OF WORK I
3.1 Time of Comqletion. Consultant shall commence performance of services as required
by the Scope-of-Work upon receipt of a Notice to Proceed from City and shall complete
such services within the current fiscal year from receipt of the Notice to Proceed. I
Consultant shall complete the work to the City's reasonable satisfaction, even if contract
disputes arise or Consultant contends it is entitled to further compensation.
4.0 COMPENSATION FOR SERVICES
4.1 Basis for Comqensation. For the performance of the professional services of this
Agreement, Consultant shall be compensated on a time and expense basis not to li
exceed a guaranteed maximum dollar amount of $8,000 per year. Labor charges shall
be based upon hourly billing rates for the various classifications of personnel employed
by Consultant to perform the Scope of Work as set forth in the attached Attachment B,
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which shall include all indirect costs and expenses of every kind or nature, except direct
expenses. The direct expenses and the fees to be charged for same shall be as set
forth in Attachment A & B. Consultant shall complete the Scope of Work for the not-to-
exceed guaranteed maximum, even if actual time and expenses exceed that amount.
4.2 Chanpes. Should changes in compensation be required because of changes to the ,
Scope-of-Work of this Agreement, the parties shall agree in writing to any changes in
compensation. "Changes to the Scope-of-Work" means different activities than those II
described in Attachment "A & B" and not additional time to complete those activities than ,
the parties anticipated on the date they entered this Agreement. I
4.3 Sub-contractor Pavment. The use of sub-consultants or other services to pertorm a li
portion of the work of this Agreement shall be approved by City prior to commencement
of work. The cost of sub-consultants shall be included within guaranteed not-to-exceed I
amount set forth in Section 4.1. �
4.4 Terms of Pavment. Payment to Consultant for services rendered in accordance with this I
contract shall be based upon submission of monthly invoices for the work satisfactorily i
pertormed prior to the date of the invoice less any amount already paid to Consultant,
which amounts shall be due and payable thirty (30) days after receipt by City. The ,
invoices shall provide a description of each item of work performed, the time expended
to perform each task, the fees charged for that task, and the direct expenses incurred
and billed for. Invoices shall be accompanied by documentation sufficient to enable City
to determine progress made and to support the expenses claimed.
5.0 ASSURANCES OF CONSULTANT '
5.1 Independent Contractor. Consultant is an independent contractor and is solely
responsible for its acts or omissions. Consultant (including its agents, servants, and
employees) is not the Ciry's agent, employee, or representative for any purpose.
It is the express intention of the parties hereto that Consultant is an independent I
contractor and not an employee, joint venturer, or partner of City for any purpose i
I whatsoever. City shall have no right to, and shall not control the manner or prescribe the
method of accomplishing those services contracted to and performed by Consultant
under this Agreement, and the general public and all governmental agencies regulating !
such activity shall be so informed.
Those provisions of this Agreement that reserve ultimate authority in City have been
inserted solely to achieve compliance with federal and state laws, rules, regulations, and
interpretations thereof. No such provisions and no other provisions of this Agreement I
shall be interpreted or construed as creating or establishing the relationship of employer
and employee between Consultant and City. I
Consultant shall pay all estimated and actual federal and state income and self- i
employment taxes that are due the state and federal government and shall furnish and 'i
pay worker's compensation insurance, unemployment insurance and any other benefits I
required by law for himself and his employees, if any. Consultant agrees to indemnify
and hold City and its officers, agents and employees harmless from and against any
claims or demands by federal, state or local govemment agencies for any such taxes or
benefits due but not paid by Consultant, including the legal costs associated with
' defending against any audit, claim, demand or law suit.
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Consultant warrants and re resents that it is a ro erl licensed rofessional or II
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professional organization with a substantial investment in its business and that it ,
maintains its own offices and staff which it will use in pertorming under this Agreement. i
, 5.2 Conflict of Interest. Consultant understands that its professional responsibility is solely
to City. Consultant has no interest and will not acquire any direct or indirect interest that I
would conflict with its pertormance of the Agreement. Consultant shall not in the
pertormance of this Agreement employ a person having such an interest. If the City
Manager determines that the Consultant has a disclosure obligation under the City's
local conflict of interest code, the Consultant shall file the required disclosure form with
the City Clerk within 10 days of being notified of the City Manager's determination.
6.0 INDEMNIFICATION
6.1 Insurance Liabilitv. Without limiting ConsultanYs obligations arising under Paragraph 6.2
Consultant shall not begin work under this Agreement until it procures and maintains for
the full period of time allowed by law, surviving the termination of this Agreement
I insurance against claims for injuries to persons or damages to property, which may arise �,
from or in connection with its performance under this Agreement. �
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A. Minimum Scope of Insurance I
Coverage shall be at least as broad as: i
1. Insurance Services Office ("ISO) Commercial General Liability Coverage
Form No. CG 20 10 10 01 and Commercial General Liability Coverage — I
Completed Operations Form No. CG 20 37 10 01. I
2. ISO Form No. CA 0001 (Ed. 1/87) covering Automobile Liability, Code 1
"any auto" or Code 8, 9 if no owned autos and endorsement CA 0025.
3. Worker's Compensation Insurance as required by the Labor Code of the
State of California and Employers Liability Insurance.
4. Errors and Omissions liability insurance appropriate to the consultant's
profession. Architects' and engineers' coverage is to be endorsed to
include contractual liability.
B. Minimum Limits of Insurance
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Consultant shall maintain limits no less than:
1. General Liabilitv: $1,000,000 combined single limit per occurrence for �
bodily injury, personal injury and property damage including operations, '
products and completed operations. If Commercial General Liability
Insurance or other form with a general aggregate limit is used, the
general aggregate limit shall apply separate�y to the work performed
under this Agreement, or the aggregate limit shall be twice the prescribed
per occurrence limit.
2. Automobile Liabilitv: $1,000,000 combined single limit per accident for
bodily injury and property damage. �
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3. Worker's Compensation and Emolovers Liabilitv: Worker's compensation
limits as required by the Labor Code of the State of California and
Employers Liability limits of$1,000,000 per accident.
4. Errors and Omissions liabilitv: $1,000,000 per occurrence.
C. Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by
the City. At the option of the City, either the insurer shall reduce or eliminate
such deductibles or self-insured retentions as respects to the City, its officers,
officials, employees and volunteers; or the Consultant shall procure a bond
guaranteeing payment of losses and related investigations, ciaim administration
and defense expenses
D. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
1. General Liabilitv and Automobile Liabilitv Coverapes
a. The City, it officers, officials, employees and volunteers are to be
covered as additional insureds as respects; liability arising out of
activities performed by or on behalf of the Consultant, products
and completed operations of the Consultant, premises owned,
occupied or used by the Consultant, or automobiles owned, hired
or borrowed by the Consultant for the full period of time allowed by
law, surviving the termination of this Agreement. The coverage
shall contain no special limitations on the scope-of-protection
afforded to the City, its officers, officials, employees or volunteers.
b. The ConsultanYs insurance coverage shall be primary insurance
as respects to the City, its officers, officials, employees and
volunteers. Any insurance or seif-insurance maintained by the
City, its officers, officials, employees or volunteers shall be in
excess of the ConsultanYs insurance and shall not contribute with
it.
c. Any failure to comply with reporting provisions of the policies shall �,
not affect coverage provided to the City, its officers, officials,
employees or volunteers.
d. The ConsultanYs insurance shall apply separately to each insured I
against whom claim is made or suit is brought, except with respect
to the limits of the insurer's liability.
2. Worker's Compensation and Emqlovers Liabilitv Coveraae
The insurer shall agree to waive all rights of subrogation against the City,
, its officers, officials, employees and volunteers for losses arising from
ConsultanYs performance of the work, pursuant to this Agreement.
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3. Professional Liabilitv Coverape
If written on a ciaims-made basis, the retroactivity date shall be the
effective date of this Agreement. The policy period shall extend from
August 2012 to July 2013.
4. All Coveraqes I
Each Insurance policy required by this clause shall be endorsed to state
that coverage shall not be suspended, voided, canceled by either party,
reduced in coverage or in limits except after thirty (30) days prior written
notice by certified mail, return receipt requested, has been given to the
City.
E. Acceptabilitv of Insurers II
Insurance is to be placed with admitted California insurers with an A.M. BesYs
rating of no less than A- for financial strength, AA for long-term credit rating and
AMB-1 for short-term credit rating.
F. Verification of Coveraqe
Consultant shall furnish the City with Certificates of Insurance and with original
Endorsements effecting coverage required by this Agreement. The Certificates
and Endorsements for each insurance policy are to be signed by a person
authorized by that insurer to bind coverage on its behalf. The Certificates and �
Endorsements are to be on forms provided or approved by the City. Where by I
statute, the City's Workers' Compensation - related forms cannot be used, i
equivalent forms approved by the Insurance Commissioner are to be substituted.
All Certificates and Endorsements are to be received and approved by the City
before Consultant begins the work of this Agreement. The City reserves the right '
to require complete, certified copies of all required insurance policies, at any
time. If Consultant fails to provide the coverages required herein, the City shall i
have the right, but not the obligation, to purchase any or all of them. In that �
event, the cost of insurance becomes part of the compensation due the
contractor after notice to Consultant that City has paid the premium.
G. Subcontractors
Consultant shall include all subcontractors or sub-consultants as insured under
its policies or shall furnish separate certificates and endorsements for each sub-
contractor or sub-consultant. All coverage for sub-contractors or sub-consultants
shall be subject to all insurance requirements set forth in this Paragraph 6.1.
6.2 Indemnification. Notwithstanding the foregoing insurance requirements, and in addition
thereto, Consultant agrees, for the full period of time allowed by law, surviving the
termination of this Agreement, to indemnify the City for any claim, cost or liability that
arises out of, or pertains to, or relates to any negligent act or omission or the willful
misconduct of Consultant in the performance of services under this contract by
Consultant, but this indemnity does not apply to liability for damages for death or bodily
injury to persons, injury to property, or other loss, arising from the sole negligence, willful !
misconduct or defects in design by the City, or arising from the active negligence of the
City.
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"Indemnify," as used herein includes the expenses of defending against a claim and the I'i
payment of any settlement or judgment arising out of the ciaim. Defense costs include ',
all costs associated with defending the daim, inciuding, but not limited to, the fees of I
attorneys, investigators, consultants, experts and expert witnesses, and litigation
' expenses.
References in this paragraph to City or Consultant, include their officers, employees,
agents, and subcontractors.
7.0 CONTRACT PROVISIONS I
7.1 Ownershiq of Work. All documents furnished to Consultant by City and all documents or
' reports and supportive data prepared by Consultant under this Agreement are owned ',
and become the property of the City upon their creation and shall be given to City i
immediately upon demand and at the completion of ConsultanYs services at no I
additional cost to City. Deliverables are identified in the Scope-of-Work, Attachment "A".
All documents produced by Consultant shall be furnished to City in digital format and
hardcopy. Consultant shall produce the digital format, using software and media
approved by City.
7.2 Governinp Law. Consultant shall comply with the laws and regulations of the United
States, the State of California, and all local governments having jurisdiction over this
' Agreement. The interpretation and enforcement of this Agreement shall be governed by
California law and any action arising under or in connection with this Agreement must be
filed in a Court of competent jurisdiction in Mendocino County. i
7.3 Entire Aqreement. This Agreement plus its Attachment(s) and executed Amendments
set forth the entire understanding between the parties.
7.4 Severabilitv. If any term of this Agreement is held invalid by a court of competent
jurisdiction, the remainder of this Agreement shall remain in effect.
7.5 Modification. No modification of this Agreement is valid unless made with the agreement
of both parties in writing.
7.6 Assiqnment. ConsultanYs services are considered unique and personal. Consultant I
shall not assign, transfer, or sub-contract its interest or obligation under all or any portion
' of this Agreement without City's prior written consent.
7.7 Waiver. No waiver of a breach of any covenant, term, or condition of this Agreement
shall be a waiver of any other or subsequent breach of the same or any other covenant,
i term or condition or a waiver of the covenant, term or condition itself. �
7.8 Termination. This Agreement may only be terminated by either party: 1) for breach of
the Agreement; 2) because funds are no longer available to pay Consultant for services I
provided under this Agreement; or 3) City has abandoned and does not wish to complete i
the project for which Consultant was retained. A party shall notify the other party of any I
alleged breach of the Agreement and of the action required to cure the breach. If the
breaching party fails to cure the breach within the time specified in the notice, the
contract shall be terminated as of that time. If terminated for lack of funds or
abandonment of the project, the contract shall terminate on the date notice of
termination is given to Consultant. City shall pay the Consultant only for services
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performed and expenses incurred as of the effective termination date. In such event, as
a wndition to payment Consultant shall provide to City all finished or unfinished
documents. data, studies. surveys, drawings. maps. models, photographs and reports
prepared by the Consultant under this Agreement Consultant shall be enUtled to
receive just and equitable compensation for any work satisfactorily completed
hereunder subject to off-set for any direct or consequential damages City inay incur as
a result of ConsultanYs breach of contract.
' 9 Duplicate Oriqinals This Agreement may be executed m duplicate originals each
bearing the original signature of the parties. When so signed each such document shall
be admissible in aoministrative or judicial proceedings as proof of the terms of the
Agreement between the parties.
8 0 NOTICES
Any notice given under this Agreement shall be in writing and deemed given when I
personally delivered or deposited in the mail (certified or registered) addressed to the
parties as follows
CITY OF UKIAH ------------- I
DEPT OF -------------
300 SEMINARI' AVENUE
UKIAH, CALIFORNIA 95482-5400
9.0 SIGNATURES !
IN WITNESS WHEREOF. the paRies have executed this Agreement the Effective Date
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EXHBIT A
SCOPE OF SERVICE
1 . 0 Summary of Services
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CONTRACTOR shall provide the following services to include but I
not to be limited to: i
a . Canine Procurement- All available canine backqround I
information will be made to the UKIAH PD. All dogs are
evaluated by Contractor to determine their level of �I
suitability as police service dogs . Dogs will possess
basic foundation training in on line obedience, and
bite/hold. Dogs will have a fanatical hunt, prey, �
defense, fight, and play drives . Dogs will be
environmentally sound. Dogs will not be handler
aggressive. UKIAH PD will be given the opportunity to
request the sex and breed of the dogs . '
➢ Evaluation '
UKIAH PD representatives may be involved in the test
and evaluation of the dog.
Y Health Guarantee
Contractor offers a limited 24 month health guarantee.
All dogs will be free of illness and in good overall
general health. Contractor will guarantee the hips and I
elbows of the dogs for the first 29 months after i
purchase . �
y Replacement Conditions
Within 29 months of purchase, if the dog becomes
incapacitated and is unable to perform his/her
intended duties due to a non-traininq issue or genetic I
related illness, such as hip dysplasia, we will I
replace the dog.
➢ Replacement .
If replacement is necessary, Contractor wi11 be given
30 to 90 days to find a suitable replacement dog. If i
Contractor already has a suitable replacement dog this
time may be reduced. �
➢ Breeds
All dogs will be between the age of 16 months and 36
months and from a working breed bloodline. Doq breeds
will include Belgian Malinois, German Shepherd and
Uutch Shepherd, Belgian Tervuren, Springer Spaniel, i,
German Shorthaired Pointer, Labrador Retriever, etc .
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b. Canine Training Services- Please refer to EXHIBIT B I
for all training services required �I
2 . 0 Service Areas
I Some basic training services will be held at the Dogfather K9
Connections facilities located at 416 Horn ave, Santa Rosa, I
Ca . 95907; however, some traininq will be held at a UKIAH PD i
' facility or a location for which permission to train police j
service dogs has been granted to the OKIAH PD.
3 . 0 Traininq Hours '
Training hours should be consistent with normal assigned I
training days . Hours for training may vary depending on
availability of training site and time of year. Training II
hours/day will be mutually agreed upon by both the OKIAH PD
and CONTRACTOR. I
4 . 0 Trainers
All trainers should be employed by the CONTRACTOR, or shou7_d
be approved by the UKIAH PD prior to commencing of training.
5 . 0 Contractor Certifications
There is no state mandated Certification or Licensing
required, Non-regulated industry.
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EXHIBIT B
� PAYMENT PROVISIONS
� Tested and Selected Dogs
Single Purpose (Narcotics, Explosives) $6000 �
(Patrol) $6500
Dual Purpose (Patrol/Narcotics) $7500
(Patrol/Explosives) $7500
E�lly Trained Police Service Dogs
Patrol Dog $12 ,500. 00
Narcotic Detection Dog $12,500. 00
Explosive Detection Dog $15,500 . 00 i
Patrol/Narcotic Detection Dog $17 ,500 . 00
Patrol/Explosive Detection Dog $19, 900 . 00
➢ Trained Doqs include a two week Team Course and I
Certification after a bonding period.
➢ Dogs will receive a medical clearance to include hip, I
elbow, and throat x-rays . Dogs will also include ,
current vaccinations .
Traininq Courses
We are a full service local company and also offer a wide ranqe
of training options which are listed below:
Patrol Dog Course (200 hours) $4000 . 00
Narcotic Detection Dog Course (200 hours) $4000 . 00
Explosive Detection Dog Course (320 hours) $8000 . 00
)- A 90 hour Basic Handler Course is built into the above
courses . All courses include a certification by a
disinterested party. All courses meet P. O. S .T . Guidelines .
Proficiency Training Costs per team, with the current 4 UPD
Teams I
PROPOSAL COSTS
Monthly $125. 00 per team - $500 monthly for 4 UPD Teams
Provide Monthly Training to UPD K9 Teams and additional Bi- �
Weekly Training as Needed - Not to exceed $B4O00 per fiscal
year. I
Bi Weekly $225 . 00 per team
Weekly $400 . 00 per team
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Remedial Training
Hourly (One on One) $150 . 00
Court Related Fees
Hourly $150 . 00
Contractor recommends at least a Bi Weekly Training Program. K9
Teams are required a minimum of 4 hours training a week per
P.O. S .T guidelines and case law.
Our goal is to provide the best possible training environment
for all K9 Teams . We will make every effort to limit the number
of K9 teams being trained at each session to maximize the
quality of training for the teams .
Included with any Golden Gate K9 contract
The Dogfather K9 Connections is a 17 acre, state of the art K9
facility located at 416 Horn ave, Santa Rosa, Ca . 95407 . This K9
facility includes boarding, grooming, swimming pond, training
field, and obstacle course . Any Police Service Dog Teams
contracted with Contractor will have free access to the swimming
pond, training field, and obstacle course 7 days a week with
proper notification and during normal business hours . This is a
FREE service. ,
i A1so included is $20 a night boarding with 24 hour access
in emergency situations . I
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