Loading...
HomeMy WebLinkAboutMiraCosta Community College District; 2025-01-21; PSALCA-24079LIBPSALCA-24079LIB City Attorney Approved Version 6/5/2024 Page 1 AGREEMENT FOR ENGLISH AS A SECOND LANGUAGE INSTRUCTIONAL SERVICES MIRACOSTA COMMUNITY COLLEGE DISTRICT THIS AGREEMENT is made and entered into as of the ___ day of ___________, 2025, by and between the City of Carlsbad, California, a municipal corporation ("City") and MiraCosta Community College District, a California public community college ("Contractor”) (collectively, the “Parties”.) RECITALS A. City requires the professional services of a Contractor that is experienced in providing English as a Second Language instructional services. Contractor has the necessary experience in providing these professional services, has submitted a proposal to City and has affirmed its willingness and ability to perform such work. B. City recognizes the value of the Contractor providing English as a Second Language (“ESL”) classes to address English listening, speaking, reading and writing with a focus on conversational skills, pronunciation, grammar, and digital literacy. C. The California Library Services Act, within the California Code of Regulations, promotes the ideal that “information services of public libraries be provided free of charge.” In support of that statement, the City and its Library considers only those events contracted to Contractor that are free and open for enrollment to the public to be partnership programs and as such, the City will support these programs through the complimentary use of approved City facilities, the contribution of staff resources to reserve classroom space, assistance with classroom set up and take down for each session. D. Contractor has the necessary experience in providing these professional services, has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1.SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the“Services”) that are defined in Exhibit “A” and Exhibit “B”, attached and incorporated by thisreference in accordance with the terms and conditions set forth in this Agreement. 2.TERMThis Agreement will be effective for a period of two (2) year(s) from the date first above written. 3.COMPENSATIONThe total fee payable for the Services to be performed will be zero dollars ($0). No othercompensation for the Services will be allowed except for items covered by subsequentamendments to this Agreement. Docusign Envelope ID: 80D6459D-2FFA-4EDD-A751-1717D4AB76B2 21st January PSALCA-24079LIB City Attorney Approved Version 6/5/2024 Page 2 4.STATUS OF CONTRACTORContractor will perform the Services as an independent contractor and in pursuit of Contractor’sindependent calling, and not as an employee of City. Contractor will be under the control of Cityonly as to the results to be accomplished. 5.INDEMNIFICATIONContractor agrees to defend (with counsel approved by the City), indemnify, and hold harmlessthe City and its officers, elected and appointed officials, employees and volunteers from andagainst all claims, damages, losses and expenses including attorneys fees arising out of theperformance of the work described herein caused by any willful misconduct or negligent act oromission of the Contractor, any subcontractor, anyone directly or indirectly employed by any ofthem or anyone for whose acts any of them may be liable. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 6. INSURANCEContractor will obtain and maintain policies of commercial general liability insurance, automobileliability insurance, a combined policy of workers' compensation, employers liability insurance, andprofessional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current Best's Key Rating of not less than "A-:VII";OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers(LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latestquarterly listings report, in an amount of not less than one million dollars ($1,000,000) each,unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not becanceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. Thefull limits available to the named insured shall also be available and applicable to the City as anadditional insured. Contractor will furnish certificates of insurance to the Contract Department,with endorsements to City prior to City’s execution of this Agreement. \\\ \\\ \\\ Docusign Envelope ID: 80D6459D-2FFA-4EDD-A751-1717D4AB76B2 PSALCA-24079LIB City Attorney Approved Version 6/5/2024 Page 3 7.NOTICESThe name of the persons who are authorized to give written notice or to receive written notice onbehalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Suzanne Smithson Name Beatriz Aguilar Title Library & Cultural Arts Director Title Executive Director, Continuing Education Department Library & Cultural Arts Address 1 Barnard Drive City of Carlsbad Oceanside, CA 92056 Address 1775 Dove Lane Phone No. 760-795-8717 Carlsbad, CA 92011 Email baguilar@miracosta.edu Phone No. 442-339-2011 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 8.CONFLICT OF INTERESTContractor shall file a Conflict of Interest Statement with the City Clerk in accordance with therequirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall reportinvestments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ☒ 9.COMPLIANCE WITH LAWSContractor will comply with all applicable local, state and federal laws and regulations prohibitingdiscrimination and harassment and will obtain and maintain a City of Carlsbad Business Licensefor the term of this Agreement. 10.CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETSREGULATIONSContractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air ResourcesBoard (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject torequirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 11. TERMINATIONCity or Contractor may terminate this Agreement at any time after a discussion, and written noticeto the other party. City will pay Contractor's costs for services delivered up to the time oftermination, if the services have been delivered in accordance with the Agreement. 12.CLAIMS AND LAWSUITSBy signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing offalse claims as set forth in the California False Claims Act, Government Code sections 12650, et Docusign Envelope ID: 80D6459D-2FFA-4EDD-A751-1717D4AB76B2 PSALCA-24079LIB City Attorney Approved Version 6/5/2024 Page 4 seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 13.JURISDICTION AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California.Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputesbetween the parties arising out of this Agreement is the State Superior Court, San Diego County,California. 14. ASSIGNMENTContractor may assign neither this Agreement nor any part of it, nor any monies due or to becomedue under it, without the prior written consent of City. 15.THIRD PARTY RIGHTSNothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor. 16.AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment willbe in writing, signed by both parties, with a statement of estimated changes in charges or timeschedule. 17.ENTIRE AGREEMENTThis Agreement, together with any other written document referred to or contemplated by it, alongwith the purchase order for this Agreement and its provisions, embody the entire Agreement andunderstanding between the parties relating to the subject matter of it. In case of conflict, the termsof the Agreement supersede the purchase order. Neither this Agreement nor any of its provisionsmay be amended, modified, waived or discharged except in a writing signed by both parties. ThisAgreement may be executed in counterparts. \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ Docusign Envelope ID: 80D6459D-2FFA-4EDD-A751-1717D4AB76B2 PSALCA-24079LIB City Attorney Approved Version 6/5/2024 Page 5 18.AUTHORITYThe individuals executing this Agreement and the instruments referenced in it on behalf ofContractor each represent and warrant that they have the legal power, right and actual authorityto bind Contractor to the terms and conditions of this Agreement. CITY OF CARLSBAD, a municipal corporation of the State of California CONTRACTOR MIRACOSTA COMMUNITY COLLEGE DISTRICT, a California public community college By: By: (sign here) SUZANNE SMITHSON Library & Cultural Arts Director As Authorized by the City Manager TIM FLOOD, Assistant Superintendent/ Vice President Administrative Services (print name/title) ATTEST: By: For SHERRY FREISINGER, City Clerk (sign here) By: Deputy City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A. Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: For CINDIE K. McMAHON, City Attorney BY: _____________________________ Deputy City Attorney Docusign Envelope ID: 80D6459D-2FFA-4EDD-A751-1717D4AB76B2 ::'J~ R.. ~ ~ PSALCA-24079LIB City Attorney Approved Version 6/5/2024 Page 6 EXHIBIT “A” SCOPE OF SERVICES AND FEE Contractor shall deliver English as a second language (“ESL”) classes to address English listening, speaking, reading and writing with a focus on conversational skills, pronunciations, grammar and digital literacy. The curriculum shall support the learning needs of beginning as well as intermediate level students. 1.CONTACT INFORMATIONContractor •Executive Director, Continuing Education, Beatriz Aguilar, 760-795-8717, baguilar@miracosta.edu City •Deputy Library Director, Sheila Crosby, 442-232-0587 (m), sheila.crosby@carlsbadca.gov •Community Outreach Supervisor, Sandra Riggins, 442-977-4627 (m), sandra.riggins@carlsbadca.gov •Library Learning Center main # 442-339-5500 2.CONTRACT SERVICES MAY INCLUDE •Setting program expectations (e.g., learner goals, attendance requirements) •Establishing administrative structure to include identification of assessment tools, selectionof teaching materials, recommendation on effective use of technology, development of basicdocuments for program management such as registration forms, schedules, attendancerecords, etc., and identification of evaluation tools to measure outcomes •Providing marketing/outreach consistent with the communications plan for Library & CulturalArts programs and services •Delivering classes: providing quality instruction, effective class management, evaluation andrecord keeping •Sustaining and growing the program by identifying and remediating learner’s barriers, meeting predetermined milestones, documenting results and making recommendations for future improvements 3.CITY AND CONTRACTOR’S RESPONSIBILITIES •Location for ESL instruction: Carlsbad City Library Learning Center, 3368 Eureka Place,Carlsbad, CA 92008. •Contractor shall use the Carlsbad City Library Learning Center for holding tuition-freenoncredit ESL classes in its Continuing Education program. •Contractor will offer these services at NO COST to the City and will NOT charge any fees forits services. Therefore, Contractor will be compensated by the City at the rate of $0.00 forservices performed. Docusign Envelope ID: 80D6459D-2FFA-4EDD-A751-1717D4AB76B2 PSALCA-24079LIB City Attorney Approved Version 6/5/2024 Page 7 •The City recognizes that Contractor is well recognized for its value to local patrons, and in attracting patrons from the nearby area for ESL instruction. •The Parties recognize that Contractor will provide ESL instructional services, and the Citywill provide a facility classroom and computer lab for use at no charge, including janitorialservices and utilities. Requests to use additional classrooms or library technology will begranted based on availability and cannot be guaranteed. •Contractor instructions and aids will be granted access to the facility during regular businesshours. Class times will be set to allow instructors to prepare for class during open hours. •The City shall continue to be responsible for placement and maintenance of all furniture andfixtures in the Library Learning Center facility for the class sessions. •The Contractor shall leave all facilities in a clean and orderly condition after each classroomsession and shall be responsible for any breakage or repairs. 4.CONTRACTOR SCHEDULE/DELIVERABLE INFORMATION All class information deliverables shall be coordinated and provide in advance of the class start date to the City’s Community Outreach Supervisor or designee, 30 days in advance of class start date. To include: •Class name and description •Maximum number of participants capacity •Class parameters e.g., number of classes per week for total number of weeks •School term and class start and end dates 5.HEALTH & SAFETY During any health-related pandemic, all Parties must adhere to the guidance from the state, county, and local authorities on health and safety protocols. City staff will inform Contractor of the current guidelines prior to their arrival and entering any City facility. Safety protocols may include, but are not limited to, hand washing, temperature testing, requiring a face covering, and maintaining physical distancing of six feet. The safety protocols may be modified at any time due to changing rules, regulations, or circumstances. \\\ \\\ \\\ \\\ \\\ Docusign Envelope ID: 80D6459D-2FFA-4EDD-A751-1717D4AB76B2 PSALCA-24079LIB City Attorney Approved Version 6/5/2024 Page 8 EXHIBIT “B” Carlsbad City Library Learning Center and MiraCosta College ESL Partnership Program Welcome to the Learning Center! We provide many services which include Spanish, English, bilingual and literacy materials; children’s programs; concerts and family events; book clubs and public computers. We are happy to have you and hope that you enjoy using our facilities. Library staff are available to visit the classroom to share more information about our services. Space: Room 14 and the computer lab will be provided during class times. Rooms will not be available during City holidays or other times when the library is closed. Library staff will set up the rooms to the requested layout. Tables, chairs, podium, white board, markers and a locking cabinet are provided. Please ask for the cabinet key at the front desk when you arrive and return it when you leave. An LCD projector, computer, and document camera are available for use in Room 14. If the ESL instructor wishes to bring in a laptop, please inform library staff in advance. Incidental copies and prints (fewer than 10) may be made by a staff member or in the lab. A copier for larger jobs is available on the first floor. Referrals, Enrollment, and Attendance: Prospective ESL students may be referred by library staff and Contractor. Students enroll directly with Contractor. Student absences should be communicated directly to Contractor. Classes have open enrollment with the maximum number of students set by the agreement. Library Cards and Collection: A benefit of the partnership is the introduction of new users to the library and literacy collections. All participants are encouraged to apply for a free Carlsbad City Library card and use the collection. A Carlsbad City Library card in good standing with a signed Computer User Agreement is required to use the computer lab. Computer Use Outside of the Class: Public computers are available downstairs. Computer use is free and requires a Carlsbad City Library card in good standing with a signed Computer User Agreement. Free Wi-Fi is available if students wish to use their own devices. Food and Drinks: Participants may bring their own food and drink into the classroom, according to the library’s Rules of Conduct. A drinking fountain is available next to the restrooms. No food or drink are allowed in the computer lab. Children: Children are not allowed in the classroom. The library does not provide childcare. Please refer to the attached Library Rules of Conduct regarding unattended children. Privacy: Participation in the Literacy Services program and the ESL partnership classes is confidential. ESL participants are asked not to visit the literacy classrooms and tutor/learner alcove and vice versa when class is in session. Supplies in the tutor/learner alcove are for use by literacy program participants during their tutoring sessions. Transition to Literacy Services: ESL participants who have developed conversational English skills are encouraged to enroll in Literacy Services. Potential learners should contact a library staff member for information. Learners may be enrolled in both literacy and ESL classes simultaneously. Literacy Services – Carlsbad City Library Learning Center – version 9/22/2022 Docusign Envelope ID: 80D6459D-2FFA-4EDD-A751-1717D4AB76B2 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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 THISCERTIFICATE 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 6/23/2024 Alliant Insurance Services, Inc.701 B St 6th FlSan Diego CA 92101 Marci Schullo Marci.Schullo@alliant.com License#: 0C36861 San Diego County School Risk M 0 SANDIE-134 San Diego County Schools/JPAMiraCosta Comm College DistrictOne Barnard Drive, Mail Station 6Oceanside CA 92056 545564553 A X N JPA MOC 7/1/2024 7/1/2025 1,000,000 1,000,000 1,000,000 Re: Use of facilities for Delivering ESL classes at City of Carlsbad locations City of Carlsbad1200 Carlsbad Village DriveCarlsbad CA 92008 Docusign Envelope ID: 80D6459D-2FFA-4EDD-A751-1717D4AB76B2 ACORD® I ~ I ~ □ □ ~ ~ Fl □ □ ~ ~ ~ ~ ~ ~ ~ ~ H I I I I I □ I 6+28/'७$1<७2)७7+(७$%29(७'(6&5,%('७32/,&,(6७%(७&$1&(//('७%( ()25 7+(७(;3,5$7,21७'$7(७7+(5(2)௵७127,&(७:,//७%(७'(/,9(5('७,1७ $&&25'$1&(७:,7+७7+(७32/,&<७3529,6,216 SEXUAL ABUSE AND MOLESTATION [ ] 3 33 33 SWC 01517-01 7/1/2024 7/1/2025 1,000,00010,000 33333 SWC 01517-01 7/1/2024 7/1/2025 10,000 1,000,000 SWC 01517-01 7/1/2024 7/1/2025 500,250,00010,000 SWC 01517-01 7/1/2024 7/1/2025 5,000 Included Keenan & Associates901 Calle Amanecer, #200 San Clemente, CA 92673 sllamas@keenan.com Statewide Association of Community Colleges A A 1/8/2025 0451271 33 A A Statewide Association of Community Colleges Sophia Canez Llamas License No. 4373942 John Stephens 310-212-0363 For the Agreement for English as a Second Language Instructional Services between MiraCosta Community College District and the City of Carlsbad for the use of Carlsbad City Librairy Learning Center for ESL classes. Agreement Term: January 9, 2025 - January 8, 2027. This coverage shall be primary to the certificate holders coverage as respects the actions and activities of the Covered Party due to their sole MiraCosta Community College District1 Barnard Drive Oceanside CA 92056 City of Carlsbad 1775 Dove Lane Carlsbad CA 92011 negligence. 83494809 | MIRACCOM | 24/25 Super Pool P&L | Sophia Canez Llamas | 1/8/2025 1:28:45 PM (PST) | Page 1 of 20 Docusign Envelope ID: 80D6459D-2FFA-4EDD-A751-1717D4AB76B2 I g~ 83494809 | MIRACCOM | 24/25 Super Pool P&L | Sophia Canez Llamas | 1/8/2025 1:28:45 PM (PST) | Page 2 of 20 Docusign Envelope ID: 80D6459D-2FFA-4EDD-A751-1717D4AB76B2 ENDORSEMENT ADDITIONAL COVERED PARTY COVERED PARTY COVERAGE DOCUMENT ADMINISTRATOR Subject to all its terms, conditions, exclusions, and endorsements, such additional covered party as is afforded by the coverage document shall also apply to the following entity but only as respects to liability arising directly from the actions and activities of the covered party described under “as respects” below. Additional Covered Party: As Respects: ____________________________________________ Authorized Representative Issue Date: 1/8/2025 MiraCosta Community College District SWC 01517-01 Keenan & Associates For the Agreement for English as a Second Language Instructional Services between MiraCosta Community College District and the City of Carlsbad for the use of Carlsbad City Librairy Learning Center for ESL classes. Agreement Term: January 9, 2025 - January 8, 2027. This coverage shall be primary to the certificate holders coverage as respects the actions and activities of the Covered Party due to their sole negligence. City of Carlsbad1775 Dove LaneCarlsbad CA 92011 83494809 | MIRACCOM | 24/25 Super Pool P&L | Sophia Canez Llamas | 1/8/2025 1:28:45 PM (PST) | Page 3 of 20 Docusign Envelope ID: 80D6459D-2FFA-4EDD-A751-1717D4AB76B2