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HomeMy WebLinkAboutMiraCosta Community College District; 2017-02-08;AMENDMENT NO. 4 TO AGREEMENT FOR ENGLISH AS A SECOND LANGUAGE INSTRUCTIONAL SERVICES BETWEEN MIRACOSTA COMMUNITY COLLEGE DISTRICT AND CITY OF CARLSBAD This Amendment No. 4 is entered into and effective as of the & day of ::Ju v1 e..-, 2019, amending the agreement dated February 8, 2017 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and the MiraCosta Community College District, a California public community college, ("Contractor") (collectively, the "Parties") for English as a Second Language instruction. RECITALS A. On February 7, 2018, the Parties executed Amendment No.1 to the Agreement to provide ESL instruction services; and B. On July 19, 2018, the Parties executed Amendment No. 2 to the Agreement to provide ESL instruction services; and C. On January 15, 2019, the Parties executed Amendment No. 3 to the Agreement to provide ESL instruction services; and D. The Parties have negotiated and agreed to alter the Agreement's scope of work which is attached to and incorporated by this reference as Exhibit "A", Scope of Services. The Parties have agreed to discontinue the Computers & Digital Literacy classes and to add additional English Conversation Skills classes for the 2019 fall semester. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The scope of work in the Agreement is amended as described in Exhibit "A". With this Amendment, the total Agreement amount shall not exceed $0. 2. Contractor shall complete all work described in Exhibit "A" by December 31, 2019. 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version 9/27/16 5. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR By: By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: ~Pi3lJ<B City Manager or Mayor or Director City Clerk 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 Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, 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: CELIA A. BREWER, City Attorney BY: _1M~L __ Assistant City Attorney City Attorney Approved Version 9/27/16 2 EXHIBIT "A" SCOPE OF SERVICES Contractor shall deliver English Second Language ("ESL") classes to address English listening, speaking, reading and writing with a focus on conversational skills, pronunciation, grammar and digital literacy. The curriculum shall support the learning needs of beginning as well as intermediate level students. Contractor's services may include: • Setting program expectations (e.g. learner goals, attendance requirements) • Establishing administrative structure to include: identification of assessment tools, selection of teaching materials, recommendation on effective use of technology, development of basic documents for program management such as registration forms, schedules, attendance records, etc., and identification of evaluation tools to measure outcomes • Providing marketing/outreach consistent with the communications plan for Library & Cultural Arts programs and services • Delivering classes: providing quality instruction, effective class management, evaluation and record keeping • Sustaining and growing the program by identifying and remediating learners' barriers, meeting predetermined milestones, documenting results and making recommendations for future improvements City and Contractor's Responsibilities • Location for ESL instruction: Carlsbad City Library Literacy Learning Center, 3368 Eureka Place, Carlsbad, CA 92008 • Contractor shall use the Carlsbad City Library Learning Center for holding tuition-free noncredit ESL classes in its Continuing Education program. • Contractor will offer these services at NO COST to the City of Carlsbad and will NOT charge any fees for its services. Therefore, contractor will be compensated by the City of Carlsbad at the rate of $0.00 for services performed. • 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 City and Contractor recognize that MiraCosta Community College District is a Contractor of the City of Carlsbad Library for purposes of the ESL classes, and the City will provide a Library Learning Center facility classroom for use at no charge, including janitorial services and utilities. Requests to use additional classrooms or library technology will be granted based on availability and cannot be guaranteed. • Contractor instructors and aides will be granted access to the facility during regular business hours. 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 and fixtures in the Library Learning Center facility for the class sessions. City Attorney Approved Version 9/27/16 3 • The Contractor shall leave all facilities in a clean and orderly condition after each class room session and shall be responsible for any breakage or repairs. Deliverables: Deliverables consist of the delivery of the following classes: Class Parameters Number of terms NCESL 23 -Reading and Writing for Two classes per week for Spring 2 Beginning Level Students (for up to 20 semester (16 weeks). Spring semester students) Total instructional hours: 99 1/22/2019-5/16/2019 and/or Two classes per week for Fall Fall semester semester (16 weeks). 8/19/2019-12/12/2019 NCESL 33 -Reading and Writing for Total instructional hours: 99 Intermediate Level Students (for up to 20 students) NCESL 81 -Basic Computers & Digital Two classes per week for Spring 2 Literacy for ESL Students (for up to 8 Term 3 (8 weeks). Spring term 3 students) Total instructional hours: 49.5 1/23/2019-3/13/2019 Fall semester -None NCESL 82-Intermediate/Advanced Two classes per week for Spring 2 Computers & Digital Literacy for ESL Term 4 (8 weeks). Spring term 4 Students (for up to 8 students) Total instructional hours: 49.5 3/25/2019-5/15/2019 Fall semester -None NCESL 30 Intermediate/ Advanced Two classes per week for Spring 3 English Conversation Skills class for up semester (16 weeks). Spring semester to 20 students Total instructional hours: 49.5 1/23/2019-5/15/2019 Five classes per week for Summer Summer term (8 weeks). 6/19/2019-8/1/2019 Total instructional hours: 49.5 Fall semester Four classes per week for Fall 8/19/2019-12/11/2019 semester (16 weeks). Total instructional hours: 148.5 City Attorney Approved Version 9/27/16 4 \.Hena:· 1,1.:,1411 . .1U.1MIKA\,\.UM ACORDTU CERTIFICATE OF LIABILITY INSURANCE I DATE (MII/DD/YYVY) 6/12/2019 THIS CERTIRCATE 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 CERTIRCATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDmONAL INSURED, the pollcy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer any rights to the certificate holder In lleu of such endorsement(&). PRODUCER ~a~~--• Sharon Robbins McGrlff Insurance Services CUB.N:D. Extl: 619 525-2836 I INC No•: 888 328-1310 750 B Street Suite 2400 ~~ss: srobblns@mcgrlfflnsurance.com San Diego, CA 92101 INSURERISl AFFORDING COVERAGE NAIC# 619 231-1010 INSURER A: Ban Diego County Bcllaolo - INSURED INSURERB: _......, __ San Diego County Schools/JPA INSURERC: MiraCosta Comm College District INSURERD: One Barnard Drive, Mall Station 6 INSURERE: Oceanside, CA 92056 INSURERF: -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 AI.L THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ~ ~BF POLICY NUMBER 11:WS~ 11:wF~ LIMITS LTR WVD A X COMMERCIAL GENERAL UABIUTY SDJPA070119 ()7/01/2019 07/01/202~ EACH OCCURRENCE s5.000 000 I CLAIMS-MADE [!I OCCUR 1 nAuAr..<: TON~-, cu slncluded ' ~N~-1~~~ •~R ~ $1,000,000 SIR MED EXP 1/vov one"""""'' slncluded ~ Professional Uab Incl EPU-PERSONAL & ADV INJURY slncluded GEN'L AGGREGATE LIMIT APPLIES PER: Wrongful Acts GENERAL AGGREGATE s8.000000 Pl POLICY □ fr& □LOC PRODUCTS· COMP/OP AGG s8,000000 OTHER: $ A AUTOIIOBILE LIABIUTY SDJPA070119 .»7/01/2019 07/01/202~ 1 ~:~flNGLE LIMIT I ~5,000,000 -~ NNAUTO BODILY INJURY (Per person) $ ~ OWNED SCHEDULED BODILY INJURY (Per accfdanl) $ ,__ AUTOS ONLY ....._ AUTOS ~ HIRED ~ NON-OWNED PROPERTY DAMAGE s AUTOS ONLY AUTOS ONLY fPeraccidanll XIS1,ooo,ooos1R $ UMBRELI.A LIAS HOCCUR EACH OCCURRENCE $ -EXCESSUAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION s $ B WORKERS COMPENSATION JPA MEMORANDUM .»7/01/2019 07/01/202( X l~f= I 12JH· AND EMPLOYERS" LIABIUlY y / N OF COVERAGE s1.000.000 NN PROPRIETOR/PARTNER/EXECIJTIVE[N] E.L. EACH ACCIDENT OFFICER/MEMBER EXCLUDED? N N/A s1.000.000 (Mandatoly In NH) 60DAYNOC E.L. DISEASE • EA EMPLOYEE If~• dasalbe under D SCRJPTION OF OPERATIONS below $100000 SIR E.L. DISEASE • POLICY LIMIT s1.000.000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more apse la raqulred) Certificate Is subject to policy llmlts, conditions and exclusions. Policy A placed by Safety National Casualty Corporation reinsurance program over Named Insureds MOC approved Self-Insurance Program. 90 Day NOC/10 Days for Non Pay. Improper Sexual Conduct Included pol "A Re: Lease for 2075 Las Palmas Drive, Carlsbad, CA 92011 effective 7/17/14. Certificate holder Is additional Insured (general liablllty policy) per attached form. CERTIFICATE HOLDER CANCELLATION City of Carlsbad SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Joe Garuba, Municipal Property Mgr. ACCORDANCE WITH THE POLICY PROVISIONS. 405 Oak Avenue Carlsbad, CA 92008-0000 AUTHORIZED REPRESENTATIVE I -"'W/41d,.o... ~ 5f.4111l&--- © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) ____ 1 of 1 The ACORD name and logo are registered marks of ACORD SAN DIEGO COUNTY SCHOOLS RISK MANAGEMENT JOINT POWERS AIITHORHY {SDJPA) Additional Insured Endorsement WHO IS A COVERED MEMBER (Per section 11 item 3 of the MOC -Memorandum of Coverage) Any person(s), entity(ies), or organization(s) you are required by a covered member contract to include as an additional insured solely with respect to bodily injury and property damage and arising out of: a. Premises leased, used or occupied by you; b. Automobiles leased or rented by you; c. Equipment owned, leased or rented by you; d. Mortgagees and Loss Payees of a Covered Member; or e. Property owners and property managers of property owned, leased, rented or occupied by you However, the additional insured status and coverage does not apply to: (1) Any occurrence which takes place prior to or after you cease to occupy the premises as stated in the covered contract; (2) Any structural alteration, new construction or demolition operations performed by or on behalf of the additional insured; (3) Any wrongful act, employment practices wrongful act or employee benefit wrongful act. This coverage will be further limited to the extent and Limits of Liability required by the covered member contract and will not increase the limits stated in SECTION 111-LIMIT(S) OF COVERAGE nor alter any of the terms of coverage stated in this MOC. The covered member contract must be effective and executed prior to a covered occurrence. San Diego County Schools Risk Management Joint Powers Authority. #SDJPA070119 July 1, 2019 to July 1, 2020 MOC Effective 7 .1.19 AMENDMENT NO. 3 TO AGREEMENT FOR ENGLISH AS A SECOND LANGUAGE INSTRUCTIONAL SERVICES BETWEEN MIRACOSTA COMMUNITY COLLEGE DISTRICT AND CITY OF CARLSBAD /~ This Amendment No. 3 is entered into and effective as of the ---'---day of :r a r1111 2 r ~ , 2019, amending the agreement dated February 8, 2017 (the "Agreement" by and between the City of Carlsbad, a municipal corporation, ("City"), and the MiraCosta Community College District, a California public community college, ("Contractor") (collectively, the "Parties") for English as a Second Language instruction. RECITALS A. On February 7, 2018, the Parties executed Amendment No.1 to the Agreement to provide ESL instruction services; and B. On July 19, 2018, the Parties executed Amendment No. 2 to the Agreement to provide ESL instruction services; and C. The Parties desire to amend and extend the Agreement for a period of one year; and D. The Parties have negotiated and agreed to alter the Agreement's scope of work to include the provision of summer classes, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The scope of work in the Agreement is amended as described in Exhibit "A". With this Amendment, the total Agreement amount shall not exceed $0. 2. Contractor shall complete all work described in Exhibit "A" by December 31, 2019. 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version 9/27/16 5. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR By:~ ;0:/~ ~sign here) By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: @ainiu, f~uto City Manager o ayor or Director ATTEST: \~<A ~f!1f1,_~~ ~RBARA ENGLESON [t' City Clerk 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 Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, 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: CELIA A. a_~EWE~ 71.:rney BY: f/;l.Y -------------Assistant City Attorney City Attorney Approved Version 9/27/16 2 EXHIBIT "A" SCOPE OF SERVICES Contractor shall deliver English Second Language ("ESL") classes to address English listening, speaking, reading and writing with a focus on conversational skills, pronunciation, grammar and digital literacy. The curriculum shall support the learning needs of beginning as well as intermediate level students. Contractor's services may include: • Setting program expectations (e.g. learner goals, attendance requirements) • Establishing administrative structure to include: identification of assessment tools, selection of teaching materials, recommendation on effective use of technology, development of basic documents for program management such as registration forms, schedules, attendance records, etc., and identification of evaluation tools to measure outcomes • Providing marketing/outreach consistent with the communications plan for Library & Cultural Arts programs and services • Delivering classes: providing quality instruction, effective class management, evaluation and record keeping • Sustaining and growing the program by identifying and remediating learners' barriers, meeting predetermined milestones, documenting results and making recommendations for future improvements City and Contractor's Responsibilities • Location for ESL instruction: Carlsbad City Library Literacy Learning Center, 3368 Eureka Place, Carlsbad, CA 92008 • Contractor shall use the Carlsbad City Library Learning Center for holding tuition-free noncredit ESL classes in its Continuing Education program. • Contractor will offer these services at NO COST to the City of Carlsbad and will NOT charge any fees for its services. Therefore, contractor will be compensated by the City of Carlsbad at the rate of $0.00 for services performed. • 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 City and Contractor recognize that MiraCosta Community College District is a Contractor of the City of Carlsbad Library for purposes of the ESL classes, and the City will provide a Library Learning Center facility classroom for use at no charge, including janitorial services and utilities. Requests to use additional classrooms or library technology will be granted based on availability and cannot be guaranteed. • Contractor instructors and aides will be granted access to the facility during regular business hours. 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 and fixtures in the Library Learning Center facility for the class sessions. City Attorney Approved Version 9/27/16 3 • The Contractor shall leave all facilities in a clean and orderly condition after each class room session and shall be responsible for any breakage or repairs. Deliverables: Deliverables consist of the delivery of the following classes: Class Parameters Number of terms NCESL 23 -Reading and Writing for Two classes per week for Spring 2 Beginning Level Students (for up to 20 semester (16 weeks). Spring semester students) Total instructional hours: 99 1/22/2019-5/16/2019 and/or Two classes per week for Fall Fall semester semester (16 weeks). 8/19/2019-12/12/2019 NCESL 33 -Reading and Writing for Total instructional hours: 99 Intermediate Level Students (for up to 20 students) NCESL 81-Basic Computers & Digital Two classes per week for Spring 2 Literacy for ESL Students (for up to 8 Term 3 (8 weeks). Spring term 3 students) Total instructional hours: 49.5 1/23/2019-3/13/2019 Two classes per week for Fall Term Fall term 1 1 (8 weeks). 8/19/2019-10/10/2019 Total instructional hours: 49.5 NCESL 82 -Intermediate/Advanced Two classes per week for Spring 2 Computers & Digital Literacy for ESL Term 4 (8 weeks). Spring term 4 Students (for up to 8 students) Total instructional hours: 49.5 3/25/2019-5/15/2019 Two classes per week for Fall Term Fall term 2 2 (8 weeks). 10/21/2019-12/12/2019 Total instructional hours: 49.5 NCESL 30 Intermediate/ Advanced Two classes per week for Spring 3 English Conversation class for up to 15 semester (16 weeks). Spring semester students Total instructional hours: 49.5 1/23/2019-5/15/2019 Five classes per week for Summer Summer term {8 weeks). 6/19/2019-8/1/2019 Total instructional hours: 49.5 Fall semester Two classes per week for Fall 8/19/2019-12/12/2019 semester (16 weeks). Total instructional hours: 49.5 City Attorney Approved Version 9/27/16 4 1..11enm:· ·1~01411 . .SU.SMIKAl..1..UM ACORD™ CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDD/YYYY) 6/26/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) 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 endorsemenl A statement on this certificate does not confer any rights to the certificate holder In Heu of such endorsement(s). PRODUCER ! ~fjlfc1 Marie Guerard BB&T-John Burnham Ins Services rA'1gN:o Extl: 619 525-2869 , 1ffc, Nol: 888 328•1311 750 B Street Suite 2400 ! i~D'1l~ss: mguerard@bbandt.com San Diego, CA 92101 INSURER(&) AFFORDING COVERAGE NAIC# 619 231-1010 INSURER A : San Diogo County Schools Rlok INSURED INSURER B : Perm!Hlvoly S.H~n•urecl San Diego County Schools/JPA ·---·-· ------------·-------- INSURER C : Alflod World Natlonol Assurance Company 10690 MlraCosta Comm College District ---·· ---·- INSURER D: ARCHSpoctotiy ______ •...•. ·-••-e••· 21199 One Barnard Drive, Mall Station ··-·----·····-----•.---.-~-------~ -·- INSURER E : LandmartrlHomoland/Greol AM 33138 Oceanside, CA 92056 ----·--·· ------·~----- INSURERF: 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. 'iNsR ---------------!ADDL ~UB~ --. -------PoiJCYEFF POUC"i'i:Xi• . ----------· ... -- LTR TYPE OF INSURANCE :INS.B. lYY_D_ PDUCY NUMBER ______ LM~~/YYYY} (MM/DD/YYYV) ___ LIMITS ----------------------·----------------------·---~- A X COMMERCIAL GENERAL LIABILITY SDJPA070118 07/01/2018 07/01/2019 EACH OCCURRENCE __ s5,000,-000 __ _ ---_=] CLAIMS-MADE L!l OCCUR ,_ ~~~~U?e':~J'encel slncluded X $1,000,000 SIR MED EXP (Ally one person) slncluded X Professional Liab Incl EPLI-PERSONAL & ADV INJURY slncluded -·--------- GEN'L AGGREGATE LIMIT APPLIES PER: Wrongful Acts GENERAL AGGREGATE sS,000,000 ~ POLICY [] ~fir []Loe PRODUCTS -COMP/OP AGG s8,000,000 OTHER: $ -------------·-. ----··· ···--1,-----···-----------. -·· ------------COMBINED SINGLE LIMIT·-.. ---·-· ---. ------------ A AUTOMOBILE LIABILITY SDJPA070118 07/01/2018 07/01/20U /Ee accident) $!;,0~9 •. ~Q.9. . -----xi ANY AUTO BODILY INJURY (Per person) $ -7 OWNED -SCHEDULED ·------------------·-- ~ AUTOS ONLY AUTOS BODILY INJURY (Per accidenl) $ -' XI HIRED X NON-OWNED PROPERTY DAMAGE $ _: _. AUTOS ONLY ,.._ AUTOS ONLY ; /Per accidentl X$1,000,000SIR s ; ' UMBRELLA UAB H OCCUR EACH OCCURRENCE $ ~ i EXCESS UAB CLAIMS-MADE AGGREGATE $ B I ..,~Ji.lo.\::-• -----------·--··· -..... -------· -------------------·------····· ----$ )c"TPER -·---]OTH----.. ··------- JPA MEMORANDUM 07/01/2018 07/01/20U •••• .1S.TATUJE _____ Uea_ ~ND_EMPLOYERS' LIABILITY y N ---~--------------·------ ANY PROPRIETOR/PARTNER/EXECUTIVE[~ OF COVERAGE E.L. EACH ACCIDENT !~,o_o~,<!Q_Q _______ OFFICER/MEMBER EXCLUDED? N N/A ---·- (Mendatoiy In NH) -· 60DAYNOC E.L. DISEASE • EA EMPLOYEE s1 000,000 If rn· desalbe under $100 000 SIR s1,000,000 I D SCRIPTION OF OPERATIONS below E.L. DISEASE • POLICY LIMIT C I Blanket Property 03056TT51N 07/01/2018 07/01/20U $5,000,000/$100,000 SIR ,I D [ Blanket Property ESP005485705 07/01/2018 07/01/20U $20,000,000 XS $5M I E , Blanket ProDertv I LHD423685 07/01/2018 07/01/2011 $475,000 000 XS $25M DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (ACORD 101, Addltlonal Remarks Schedule, may be atteched If more apace Is required) Certificate Is subject to policy limits, conditions and exclusions. Polley A placed by Safety National Casualty Corporation reinsurance program over Named Insureds MOC approved Self-Insurance Program. 90 Day NOC/10 Days for Non Pay. Improper Sexual Conduct Included pol "A (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION City of Carlsbad SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1200 Carlsbad Village Drive ACCORDANCE WITH THE POLICY PROVISIONS. Carlsbad, CA 92008-0000 AUTHORIZED REPRESENTATIVE I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) ___ • 1 .• of 2 The ACORD name and logo are registered marks of ACORD SAN DIEGO COUNTY SCHOOLS RISK MANAGEMENT .JOINT POWERS AUTHORITY (SD.IPA) Additional Insured Endorsement WHO IS A COVERED MEMBER {Per section 11 item 3 of the MOC -Memorandum of Coverage) Any person(s), entity(ies), or organization(s) you are required by a covered member contract to include as an additional insured solely with respect to bodily injury and property damage and arising out of: a. Premises leased, used or occupied by you; b. Automobiles leased or rented by you; c. Equipment owned, leased or rented by you; d. Mortgagees and Loss Payees of a Covered Member; or e. Property owners and property managers of property owned, leased, rented or occupied by you However, the additional insured status and coverage does not apply to: (1) Any occurrence which takes place prior to or after you cease to occupy the premises as stated in the covered contract; (2) Any structural alteration, new construction or demolition operations performed by or on behalf of the additional insured; (3) Any wrongful act, employment practices wrongful act or employee benefit wrongful act. This coverage will be further limited to the extent and Limits of Liability required by the covered member contract and will not increase the limits stated in SECTION 111-LIMIT(S) OF COVERAGE nor alter any of the terms of coverage stated in this MOC. The covered member contract must be effective and executed prior to a covered occurrence. San Diego County Schools Risk Management Joint Powers Authority. #SDJPA070118 July 1, 2018 to July 1, 2019 MOC Effective 7 .1.18 AMENDMENT NO. 2 TO AGREEMENT FOR ENGLISH AS A SECOND LANGUAGE INSTRUCTIONAL SERVICES BETWEEN MIRACOSTA COMMUNITY COLLEGE DISTRICT AND CITY OF CARLSBAD tfl, This Amendment No. 2 is entered into and effective as of the 1 q day of 1~ 2018 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"}, and the MiraCosta Community College District, a California public community college, ("Contractor") (collectively, the "Parties") for English as a Second Language instruction. RECITALS A. On February 7, 2018, the Parties executed Amendment No.1 to the Agreement to provide ESL instruction services; and B. The Parties have negotiated and agreed to alter the Agreement's scope of work to include the provision of summer classes, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The scope of work in the Agreement is amended as described in Exhibit "A". With this Amendment, the total Agreement amount shall not exceed $0. 2. Contractor shall complete all work described in Exhibit "A" by December 31, 2018. 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version 9/27/16 1 5. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR (sign here) Suwn Asa.Jo tv~ Pvrekh'":f • (pfint name/title) /J1 1Ylf ~sf,. t!.4 tf-Je,, By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: (!'iial)L,w p,~ ~ City Manager or ayor or Director City Clerk 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 Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, 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: CELIA A. BREWE~l)ty Attorney BY du£(( , Assistant City Attorney City Attorney Approved Version 9/27/16 2 EXHIBIT "A" SCOPE OF SERVICES Contractor shall deliver English Second Language ("ESL") classes to address English listening, speaking, reading and writing with a focus on conversational skills, pronunciation, grammar and digital literacy. The curriculum will support the learning needs of beginning as well as intermediate level students. Contractor's services may include: • Setting program expectations (e.g. learner goals, attendance requirements) • Establishing administrative structure to include: identification of assessment tools, selection of teaching materials, recommendation on effective use of technology, . development of basic documents for program management such as registration forms, schedules, attendance records, etc., and identification of evaluation tools to measure outcomes • Providing marketing/outreach consistent with the communications plan for Library & Cultural Arts programs and services • Delivering classes: providing quality instruction, effective class management, evaluation and record keeping • Sustaining and growing the program by identifying and remediating learners' barriers, meeting predetermined milestones, documenting results and making recommendations for future improvements City and Contractor's Responsibilities • Location for ESL instruction: Carlsbad City Library Literacy Learning Center, 3368 Eureka Place, Carlsbad, CA 92008 • Contractor shall use the Carlsbad City Library Learning Center for holding tuition-free noncredit ESL classes in its Continuing Education program. • Contractor will offer these services at NO COST to the City of Carlsbad and will NOT charge any fees for its services. Therefore, contractor will be compensated by the City of Carlsbad at the rate of $0.00 for services performed. • 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 City and Contractor recognize that MiraCosta Community College District is a Contractor of the City of Carlsbad Library for purposes of the ESL classes, and the City will provide a Library Learning Center facility classroom for use at no charge, including janitorial services and utilities. Requests to use additional classrooms or library technology will be granted based on availability and cannot be guaranteed. • Contractor instructors and aides will be granted access to the facility during regular business hours. 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 and fixtures in the Library Learning Center facility for the class sessions. City Attorney Approved Version 9/27/16 3 • The Contractor shall leave all facilities in a clean and orderly condition after each class room session and shall be responsible for any breakage or repairs. Deliverables: Deliverables consist of the delivery of the following classes: Class Parameters Number of terms NCESL 23 -Reading and Writing for Two classes per week for Spring 2 Beginning Level Students (for up to 20 Term 3 (16 weeks). Spring semester students) Total instructional hours: 99 1/22/2018-5/16/2018 and/or Two classes per week for Fall Term Fall semester 1 (16 weeks). 8/20/2018-12/12/2018 NCESL 33 -Reading and Writing for Total instructional hours: 99 Intermediate Level Students (for up to 20 students) NCESL 81-Basic Computers & Digital Two classes per week for Spring 2 Literacy for ESL Students (for up to 8 Term 3 (8 weeks). Spring term 3 students) Total instructional hours: 49.5 1/23/2018-3/15/2018 Two classes per week for Fall Term Fall term 1 1 (8 weeks). 8/20/2018-10/10/2018 Total instructional hours: 49.5 NCESL 82 -Intermediate/Advanced Two classes per week for Spring 2 Computers & Digital Literacy for ESL Term 4 (8 weeks). Spring term 4 Students (for up to 8 students) Total instructional hours: 49.5 3/27 /2018-5/17 /2018 Two classes per week for Fall Term Fall term 2 2 (8 weeks). 10/22/2018-12/12/2018 Total instructional hours: 49.5 NCESL 30 Intermediate/ Advanced Two classes per week for Spring 3 English Conversation class for up to 15 semester (16 weeks). Spring semester students Total instructional hours: 49.5 1/22/2018-5/16/2018 Five classes per week for Summer Summer term (8 weeks). 6/11/2018-8/2/2018 Total instructional hours: 49.5 Fall semester Two classes per week for Fall 8/20/2018-12/12/2018 semester (16 weeks). Total instructional hours: 49.5 City Attorney Approved Version 9/27/16 4 ~ MIRACOSTA FACILITIES USE AGREEMENT BETWEEN MIRACOSTA COLLEGE DISTRICT AND ycoLLEGE THE CARLSBAD CITY LIBRARY LEARNING CENTER This AGREEMENT is made and entered into by and between the MiraCosta Community College District, County of San Diego, hereinafter referred to as the "District" and The Carlsbad City Library Learning Center, hereinafter referred to as the "Contractor." These parties do hereby agree as follows: I. Pursuant to Section #72233 of the California Education code, the facilities at: The Carlsbad City Library Learning Center 3368 Eureka Place Carlsbad, CA 92008 is hereby made available to the District for the purpose of holding the following tuition-free noncredit classes in the Continuing Education program for the dates below or until terminated by either party by giving thirty (30) days written notice to the other party, or when the class(es) is(are) cancelled by the District. NCESL 30 Int/ Adv Conversation M W 6/11 -8/1/2018 9:15 am-12:30 pm NCESL 30 Int/ Adv Conversation M T W 6/11 -8/1/2018 5:30 pm -7:40 pm 2. The Contractor will provide facility use at no charge, including janitorial services and utilities. 3. The District shall leave all facilities in a clean and orderly condition and shall be responsible for any breakage or repairs. 4. The District shall indemnify, hold harmless and defend, the Contractor, its officers, agents, employees and volunteers against any and all liability, claims, damages, losses and expenses, including reasonable attorneys' fees, arising from, pertaining to, or relating to all acts or omissions to act of the District or its officers, agents, employees, volunteers, and subcontractors, excluding, however, such liability, claims, losses, damages, or expenses arising from the Contractor's sole negligence, active negligence or willful acts. MIRACOSTA COMMUNITY COLLEGE DISTRICT Beatriz Aguilar Adult Education Block Supervisor Community Learning Center 1831 Mission Ave. Oceanside, CA 92058 ByfJ~A~ (SignaturfDiff'rict Contact) Date: June 3 2018 NON SCHOOLDAYS: July 4th Independence Day CONTRACTOR Type or Print Name Date: _1_/ (~fJ-+-'/(~j ___ _ CONTRACTOR: Please return signed form to Beatriz Aguilar Adult Education Block Supervisor Community Leaming Center 1831 Mission A venue Oceanside, CA 92056 baguilar@miracosta.edu P 760.757.2121 x8782 F 760.795.8730 ~' M!RACOSTA ~COLLEGE FACILITIES USE AGREEMENT BETWEEN MIRACOSTA COLLEGE DISTRICT AND THE CARLSBAD CITY LIBRARY LEARNING CENTER This AGREEMENT is made and entered into by and between the MiraCosta Community College District, County of San Diego, hereinafter referred to as the "District" and The Carlsbad City Library Learning Center, hereinafter referred to as the "Contractor." These parties do hereby agree as follows: I. Pursuant to Section #72233 of the California Education code, the facilities at: The Carlsbad City Library Learning Center 3368 Eureka Place Carlsbad, CA 92008 is hereby made available to the District for the purpose of holding the following tuition-free noncredit classes in the Continuing Education program for the dates below or until terminated by either party by giving thirty (30) days written notice to the other party, or when the class(es) is(are) cancelled by the District. NCESL81 Basic Comp/ Dig Lit MW 8/20 -10/10/18 9:30 am -12:50 pm NCESL 30 Int/ Adv Conversation MW 8/20 -12/12/18 6:00 pm-7:40 pm NCESL33 Int. Reading/Writing TTH 8/21 -10/13/18 9:30 am -12:40 pm NCESL82 Comp/ Dig Lit Int/Adv MW 10/22 -12/12/18 9:30 am -12:40 pm NCESL33 Int. Reading/ Writing TTH 10/23-12/13/18 9:30 am-12:40 pm 2. The Contractor will provide facility use at no charge, including janitorial services and utilities. 3. The District shall leave all facilities in a clean and orderly condition and shall be responsible for any breakage or repmrs. 4. The District shall indemnify, hold harmless and defend, the Contractor, its officers, agents, employees and volunteers against any and all liability, claims, damages, losses and expenses, including reasonable attorneys' fees, arising from, pertaining to, or relating to all acts or omissions to act of the District or its officers, agents, employees, volunteers, and subcontractors, excluding, however, such liability, claims, losses, damages, or expenses arising from the Contractor's sole negligence, active negligence or willful acts. MIRACOSTA COMMUNITY COLLEGE DISTRICT Beatriz Aguilar Adult Education Block Supervisor Community Learning Center 1831 Mission Ave. Oceanside, CA 92058 By8~/I~ (SignaturfDiff'rict Contact) Date: June 03 2018 NON SCHOOLDAYS: September 3rd Labor Day November 12th Veterans Day November 22nd Thanksgiving Day CONTRACTOR Type or Print Name By ~@w._, Tt ~ (Signature of Authorizegent) Date: 1//g ftS , CONTRACTOR: Please return signed form to Beatriz Aguilar Adult Education Block Supervisor Community Learning Center 1831 Mission Avenue Oceanside, CA 92056 baguilar@miracosta.edu P 760.795.8717 F 760.795.8730 \.uenm:· ·1":,141, -'U-'MIKAl.,1.,UM ACORD™ CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDIYYYY) 6/26/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDmONAL INSURED, the pollcy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer any rights to the certificate holder In lieu of such endorsement(s). PRODUCER \ ~2/jl~CT Marie Guerard BB&T -John Burnham Ins Services rlJgN:o Extl: 619 525-2869 -,NC Nol: 888 328•1311 750 8 Street Suite 2400 l ifo1{~55, mguerard@bbandt.com San Diego, CA 92101 INSURER(S) AFFORDING COVERAGE NAIC# 619 231-1010 INSURER A : Sa,, Diego County Schooi. Rlok INSURED INSURER B : Pormlulval)' Sett~nound San Diego County Schools/JPA -----·------·-------. --------·· ----------- l!'l~lJ_R_Ef!C_:_Al~odWorldNM~nalAaouranco_Co~pa~----·---_ 10690 MlraCosta Comm College District - -·--- INSURER D : ARCH Spoclolty _ -·-_ ·--· __ .....• __ ·--·· ________ 21199 One Barnard Drive, Mail Station . ----------------33138 INSURER E : Landmartc/HomolondJGrea1 AM Oceanside, CA 92056 I-------~-----.... -------- ---·----·----------------··--·------------· -------.. --- INSURERF: 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. iNSR" -. ------------------. · --,,;ooi:. [sueR . - - . -. . . POIJCY EFF Ptfucy· i:xi• . .. ---------- LTR TYPE OF INSURANCE 'INSB. YfYJJ ______ ..!'Ql,I_CY NUMBE~ ______ (MMIDDi:n'TI) 1r..l_~Dl'f!'.Y") _ LIMITS -·----------------- A Xi COMMERCIAL GENERAL LIABILITY SDJPA070118 07/01/2018 07/01/201~ EACH OCCURRENCE 55,000,0Q.0 ___ =· ·1 -J CLAIMS-MADE L!l OCCUR . -----------------------~~r~~H?la~Jlence1 slncluded 11 $1,000,000 SIR MED EXP (Any one person) slncluded _ Professional Liab Incl EPLI-PERSONAL & ADV INJURY slncluded GEN'L AGGREGATE LIMIT APPLIES PER: Wrongful Acts GENERAL AGGREGATE sS,000 000 1 POLICY r--, ~:ir [J LOC PRODUCTS -COMP/OP AGG s8,000,000 OTHER: $ / -·--·· ---· ··-----. ·------···------·----------------------COMBINED SINGLE LIMlt·· ... ----------------------- A AUTOMOBILE LIABILITY SDJPA070118 07/01/2018 07/01/201~ (Ea accident) $5,0QQ,000 _ -XI ANY AUTO ·---- BODILY INJURY (Per person) s -7 OWNED --SCHEDULED ···---------------------------· -·--- ___; AUTOS ONLY AUTOS BODILY INJURY (Per accidenl) $ ' XI HIREO x NON-OWNED PROPERTY DAMAGE $ _. AUTOS ONLY -AUTOS ONLY IPer accidenll X$1,000,000SIR s · UMBRaLA UAB HOCCUR : EACH OCCURRENCE $ -CLAIMS-MADE: ; EXCESS LIAB AGGREGATE $ ' OED II RETENTION s i --------···· -------------------····-----$ ·-------·x-lPER --Torti; ... B WORKERS COMPENSATION JPA MEMORANDUM 07/01/2018 07/01/201S f,ND_EMPLOYERS' LIABILITY y / N ... JSTATUJE.. .L..JEIL -------------····---- Al<f'( PROWIETOR/PARTNER/EXECUTIVEI-~ OF COVERAGE -~-L. EACH ACCIDENT _ $1,000,000 ·-·--· . OFFICER/ EMBER EXCLUDED? N N/A (Mandato,y In NH) ~--60 DAY NOC E.L. DISEASE • EA EMPLOYEE s1,000 000 I ~rsc~r~~ '8't~PERATIONS below $100 000 SIR E.L. DISEASE • POLICY LIMIT s1,000,000 C I Blanket Property 030567751N !07/01/2018 07/01/201S $5,000,000/$100,000 SIR D i Blanket Property i ESP005485705 !07/01/2018 07/01/201S $20,000,000 XS $SM E ! Blanket Propertv LHD423685 07/01/2018 07/01/201S $475,000.000 XS $25M ../ DESCRIPTION OF OPERATIONS I LOCATIONS/ VEHICLES (ACORD 101, Addl!lonal Remarks Schedule, may be attached If more apace Is required) Certificate Is subject to policy limits, conditions and exclusions. Policy A placed by Safety National Casualty Corporation reinsurance program over Named Insureds MOC approved Self-Insurance Program. 90 Day NOC/10 Days for Non Pay. Improper Sexual Conduct Included pol "A (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION City of Carlsbad SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1200 Carlsbad Village Drive ACCORDANCE WITH THE POLICY PROVISIONS. Carlsbad, CA 92008-0000 AUTHORIZED REPRESENTATIVE I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) _ _ _ _ 1 • of 2 The ACORD name and logo are registered marks of ACORD DESCRIPTIONS (Continued from Page 1) Re: Use of premises. The City of Carlsbad, its officers and employees are additional insured (GL) as their interests may appear per attached form. Claims for Injuries flied by athletic participants are not excluded. SA GITT A 25.3 (2016/03) 2 of 2 :li.~?n-ti.1Rn7/M?n'ti.11ni. SAN DIEGO COUNTY SCHOOLS RISK MANAGEMENT JOINT POWERS AUTHORITY {SD.IPA) Additional Insured Endorsement WHO IS A COVERED MEMBER (Per section 11 item 3 of the MOC -Memorandum of Coverage) Any person(s}, entity(ies}, or organization(s} you are required by a covered member contract to include as an additional insured solely with respect to bodily injury and property damage and arising out of: a. Premises leased, used or occupied by you; b. Automobiles leased or rented by you; c. Equipment owned, leased or rented by you; d. Mortgagees and Loss Payees of a Covered Member; or e. Property owners and property managers of property owned, leased, rented or occupied by you However, the additional insured status and coverage does not apply to: (1) Any occurrence which takes place prior to or after you cease to occupy the premises as stated in the covered contract; (2) Any structural alteration, new construction or demolition operations performed by or on behalf of the additional insured; (3} Any wrongful act, employment practices wrongful act or employee benefit wrongful act. This coverage will be further limited to the extent and Limits of Liability required by the covered member contract and will not increase the limits stated in SECTION 111-LIMIT(S) OF COVERAGE nor alter any of the terms of coverage stated in this MOC. The covered member contract must be effective and executed prior to a covered occurrence. San Diego County Schools Risk Management Joint Powers Authority. #SDJPA070118 July 1, 2018 to July 1, 2019 MOC Effective 7 .1.18 AMENDMENT NO. 1 TO AGREEMENT FOR ENGLISH AS A SECOND LANGUAGE INSTRUCTIONAL SERVICES BETWEEN MIRACOSTA COMMUNITY COLLEGE DISTRICT AND CITY OF CARLSBAD is entered into and effective as of the '/tJJ day of .....:::..-L.-,l!!lia.L._c...~....!!,,1..6...Ll,'*'"..------' 2018, amending the agreement dated February 8, 2017 (the "Agreement") d between the City of Carlsbad, a municipal corporation, ("City"), and the MiraCosta Commurn y College District, a California public community college, ("Contractor") (collectively, the "Parties") for English as a Second Language instruction. RECITALS A. On February 8, 2017, the Parties executed the Agreement for services to provide ESL instruction services; and B. The Parties desire to amend and extend the Agreement for a period of one year; and C. The Parties have negotiated and agreed to alter the Agreement's scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The scope of work in the Agreement is amended as described in Exhibit "A". With this Amendment, the total Agreement amount shall not exceed $0. 2. Contractor shall complete all work described in Exhibit "A" by December 31, 2018. 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version 9/27/16 5. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. By: ~~t2td (sign here) CITY OF CARLSBAD, a municipal corporation of the State of California By: , ' . U1litTh~L l v, ~)/J)l-CC City Manager or May6r or Director $.rofl Asafci, D/e aP &a-/4:zJ' /~ (print name/title) JST \~m'.\u l'Q £1112lk~'---~ BARBARA ENGLESON [) By: (sign here) 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 Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, 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: City Attorney Approved Version 9/27/16 2 EXHIBIT "A" SCOPE OF SERVICES Contractor shall deliver English Second Language ("ESL") classes to address English listening, speaking, reading and writing with a focus on conversational skills, pronunciation, grammar and digital literacy. Contractor's services may include: • Setting program expectations (e.g. learner goals, attendance requirements) • Establishing administrative structure to include: identification of assessment tools, selection of teaching materials, recommendation on effective use of technology, development of basic documents for program management such as registration forms, schedules, attendance records, etc., and identification of evaluation tools to measure outcomes • Providing marketing/outreach consistent with the communications plan for Library & Cultural Arts programs and services • Delivering classes: providing quality instruction, effective class management, evaluation and record keeping • Sustaining and growing the program by identifying and remediating learners' barriers, meeting predetermined milestones, documenting results and making recommendations for future improvements City and Contractor's Responsibilities • Location for ESL instruction: Carlsbad City Library Literacy Learning Center, 3368 Eureka Place, Carlsbad, CA 92008 • Contractor shall use the Carlsbad City Library Literacy Learning Center for holding tuition-free noncredit ESL classes in its Continuing Education program. • Contractor will offer these services at NO COST to the City of Carlsbad and will NOT charge any fees for its services. Therefore, contractor will be compensated by the City of Carlsbad at the rate of $0.00 for services performed. • 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 City and Contractor recognize that MiraCosta Community College District is a Contractor of the City of Carlsbad Library for purposes of the ESL classes, and the City will provide a Library Learning Center facility classroom for use at no charge, including janitorial services and utilities. Requests to use additional classrooms or library technology will be granted based on availability and cannot be guaranteed. • Contractor instructors and aides will be granted access to the facility during regular business hours. 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 and fixtures in the Library Learning Center facility for the class sessions. City Attorney Approved Version 9/27/16 3 • The Contractor shall leave all facilities in a clean and orderly condition after each class room session and shall be responsible for any breakage or repairs. Deliverables: Deliverables consist of the delivery of the following classes: Cla.ss ..... NCESL 23 -Reading and Writing for Beginning Level Students (for up to 20 students) NCESL 33 -Reading and Writing for Intermediate Level Students (for up to 20 students) NCESL 81 -Basic Computers & Digital Literacy for ESL Students (for up to 8 students) NCESL 82 -Intermediate/ Advanced Computers & Digital Literacy for ESL Students (for up to 8 students) Parameters Two classes per week for Spring Term 3 (8 weeks). Total instructional hours: 49.5 Two classes per week for Fall Term 1 (8 weeks). Total instructional hours: 49.5 Two classes per week for Spring Term 4 (8 weeks). Total instructional hours: 49.5 Two classes per week for Fall Term 2 (8 weeks). Total instructional hours: 49.5 Two classes per week for Spring Term 3 (8 weeks). Total instructional hours: 49.5 Two classes per week for Fall Term 1 (8 weeks). Total instructional hours: 49.5 Two classes per week for Spring Term 4 (8 weeks). Total instructional hours: 49.5 Two classes per week for Fall Term 2 (8 weeks). Total instructional hours: 49.5 Number of terms 2 Spring term 3 1/22/2017-3/14/2018 Fall term 1 TBD 2 Spring term 4 3/26/2018-5/16/2018 Fall term 2 TBD 2 Spring term 3 1/23/2018-3/15/2018 Fall term 1 TBD 2 Spring term 4 3/27/2018-5/17/2018 Fall term 2 TBD City Attorney Approved Version 9/27/16 4 MtRACOSTA '¥COLLEGE ~ ' . FACILITIES USE AGREEMENT BETWEEN MIRACOSTA COLLEGE DISTRICT AND THE CARLSBAD CITY LIBRARY LEARNING CENTER This AGREEMENT is made and entered into by and between the MiraCosta Community College District, County of San Diego, hereinafter referred to as the "District" and The Carlsbad City Library Learning Center, hereinafter referred to as the "Contractor." These parties do hereby agree as follows: 1. Pursuant to Section #72233 of the California Education code, the facilities at: The Carlsbad City Library Learning Center 3368 Eureka Place Carlsbad, CA 92008 is hereby made available to the District for the purpose of holding the following tuition-free noncredit classes in the Continuing Education program for the dates below or until terminated by either party by giving thirty (30) days written notice to the other party, or when the class(es) is(are) cancelled by the District. NCESL 81 Beg. Computers TTh 9:00 am -12:10 pm January 23 -March 15 NCESL 82 Int/Adv. Computers TTh 9:00 am -12:10 pm March 27 -May 17 NCESL 30 Int. Conversation MW 6:00 pm -7:40 pm January 22 -May 16 NCESL23 Beg. Read & Write MW 9:00 am-12:15 pm January 22 -March 14 NCESL 33 Int. Read & Write MW 9:00 am-12:10 pm March 26 -May 16 2. The Contractor will provide facility use at no charge, including janitorial services and utilities. 3. The District shall leave all facilities in a clean and orderly condition and shall be responsible for any breakage or repairs. 4. The District shall indemnify, hold harmless and defend, the Contractor, its officers, agents, employees and volunteers against any and all liability, claims, damages, losses and expenses, including reasonable attorneys' fees, arising from, pertaining to, or relating to all acts or omissions to act of the District or its officers, agents, employees, volunteers, and subcontractors, excluding, however, such liability, claims, losses, damages, or expenses arising from the Contractor's sole negligence, active negligence or willful acts. MIRA COST A COMMUNITY COLLEGE DISTRICT Beatriz Aguilar Adult Education Block Supervisor Community Leaming Center 1831 Mission Ave. Oceanside, CA 92058 By 8~A~ (SignaturfDi~rict Contact) Date: ,January 2, 2018 NON SCHOOLDAYS: February 19th Washington's Birthday March 19th -23rd MCC Spring Break CONTRACTOR Type or Print Name By ______________ _ (Signature of Authorized Agent) Date: _____________ _ CONTRACTOR: Please return signed form to Beatriz Aguilar Adult Education Block Supervisor Community Leaming Center 1831 Mission Avenue Oceanside, CA 92056 baguilar@miracosta.edu P 760.757.2121 x8782 F 760.795.8730 Client#· 1257477 303MIRACCOM ACORD ... CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) 6/19/2017 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: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the pollcy, certain pollcles may require an endorsement A statement on this certificate does not confer rights to the certificate holder In lleu of such endorsement(s). PRODUCER ~~cT Marie Guerard BB&T-John Burnham Ins Services PHONE Extl: 619 525-2869 ]tffc, Noj: 888 328-1311 __ ~~ 750 B Street Suite 2400 £, mguerard@bbandt.com San Diego, CA 92101 -------·------ INSURER(S) AFFORDING COVERAGE NAIC# 619 231-1010 INSURER A: San Diego County Schools Risk INSURED INSURER e : Permissively Self-Insured San Diego County Schools/JPA INSURER c , Allied World National Assurance 10690 MiraCosta Comm College District INsuRER o , ARCH Specialty !21199 One Barnard Drive, Mail Station 6 INSURER E : Landmark/Homeland/Great AM !33138 Oceanside, CA 92056 INSURERF: / 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. NOlWITHSTANDING AfN REQUIREMENT, TERM OR CONDITION OF AfN 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. INSR TYPE OF INSURANCE IADDL ISUBR POLICYEFF 1,&ai'il~ LIMITS b!I!. .. l!ISB WVD POLICY NUMBER (MM/DD/Y_Y.Y.'fl_ --· A ~ COMMERCIAL GENERAL LIABILITY SDJPA070117 p110112011 07/01/201E EACH OCCURRENCE s5.000.000 D Cl.AIMS-MADE [!] OCCUR ~~~irM~~nce\ slncluded I-~ $1,000,000 SIR MED EXP (Any one person) slncluded X Professional Llab I-I PERSONAL & ADV INJURY slncluded GEN"\. AGGREGATE LIMIT APPLIES PER: Incl EPLI-GENERAL AGGREGATE s10,000 000 Pl POLICY D .Ir& !]Loe I--------------------- Wrongful Acts ~ODUCTS -COMP/OP AGG s 10,001!,_000_ .. -~ OTHER: $ --·-···-- 07/01/2011 COMBINED SWGLE LIMIT A AUTOMOBILE LIABILITY SDJPA070117 ~7/01/2017 (!;a accident} ... ___ -·-------·-·-___ Ls5,000,000 _______ --·-- X ANYAUTO BODILY INJURY (Per person) s All OWNED ~---SCHEDULED -----------· -----. ------BODILY INJURY (Per accident) $ ------AUTOS AUTOS &......----·------· . ----------~ X NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS ' rPer accident\ I- XIS1,ooo,ooosIR : s UMBRELLA L1AB I I OCCUR EACH OCCURRENCE s ~ n CLAIMS-MADE i EXCESS LIAB i AGGREGATE $ DED I I RETENTION s s B WORKERS COMPENSATION JPA MEMORANDUM !07/01/2017 07/01/2011 X !~~:nm: I 1g;pi-AND EMPLOYERS' LIABILITY y / N ANY PROPRIETOR/PARTNERIEXECUTNE[M] OF COVERAGE E.L. EACH ACCIDENT s1000000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory In NH) 60DAYNOC E.L. DISEASE -EA EMPLOYEE s1000000 ~~~C~~~ ~1~PERATIONS below $100,000_§.IR -------·-····---E.L. DISEASE · POLICY LIMIT s1 ,000,000 _______ C Blanket Property l 030567751N 07/01/2017 07/01/20U $5,000,000/$100,000 SIR D Blanket Property ESP005485704 07/01/2017 07/01/20U $20,000,000 XS $SM E Blanket Propertv i LHD422828 07/01/2017 07/01/201~ $475 000 000 XS $25M DESCRIPTION OF OPERATIONS I LOCATIONS/ VEHICLES (ACORD 101, Addldonal Remarlls Schedule, may be attached If more space Is required) Certificate is subject to policy limits, conditions and exclusions. Policy A placed by General Reinsurance Corporation reinsurance program over Named Insureds MOC approved Self-Insurance Program. Property pol incl Special Form/Replacement Cost. 90 Day NOC/10 Days for Non Pay. Improper Sexual Conduct Included pol "A". (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION City of Carlsbad SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1200 Carlsbad VIiiage Drive ACCORDANCE WITH THE POLICY PROVISIONS. Carlsbad, CA 92008 AUTHORIZED REPRESENTATIVE I © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) 1 of 2 The ACORD name and logo are registered marks of ACORD #S18313953/M18313905 CMCRO DESCRIPTIONS (Continued from Page 1) Re: Use of premises. The City of Carlsbad, its officers and employees are additional insured (GL) as their interests may appear per attached form. Claims for injuries filed by athletic participants are not excluded. SAGITTA 25.3 (2014/01) 2 of 2 #S18313953/M18313905 SAN DIEGO COUNTY SCHOOLS RISK MANAGEMENT JOINT POWERS AUTHORITY (SDJPA) Additional Insured Endorsement WHO IS A COVERED MEMBER (Per section 11 item 3 of the MOC -Memorandum of Coverage) Any person(s), entity(ies), or organization(s) you are required by a covered member contract to include as an additional insured solely with respect to bodily injury and property damage and arising out of: a. Premises leased, used or occupied by you; b. Automobiles leased or rented by you; c. Equipment owned, leased or rented by you; d. Mortgagees and Loss Payees of a Covered Member; or e. Property owners and property managers of property owned, leased, rented or occupied by you However, the additional insured status and coverage does not apply to: (1) Any occurrence which takes place prior to or after you cease to occupy the premises as stated in the covered contract; This coverage will be further limited to the extent and Limits of Liability required by the covered member contract and will not increase the limits stated in SECTION 111-LIMIT(S) OF COVERAGE nor alter any of the terms of coverage stated in this MOC. The covered member contract must be effective and executed prior to a covered occurrence. San Diego County Schools Risk Management Joint Powers Authority. #SDJPA070117 July 1, 2017 to July 1, 2018 Re: City of Carlsbad, its officers, employees, volunteers and agents are additional insured per this form. MOC Effective 7.1.17 AGREEMENT FOR ENGLISH AS A SECOND LANGUAGE INSTRUCTIONAL SERVICES BETWEEN MIRACOSTA COMMUNITY COLLEGE DISTRICT AND CITY OF CARLSBAD THIS AGREEMENT is made and entered into as of the ??-~ day of ~"-""=""'-~ .................... ~~· 2017, by and between the CITY OF CARLSBAD, a municipal corporation, r aCosta Community College District, a California public community college, osta" or "Contractor"). RECITALS A. The City recognizes the value of MiraCosta 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. B. 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 of Carlsbad and its Library considers only those events contracted to MiraCosta Community College District that are free and open for enrollment to the public to be partnership programs and as such, the Library will support these programs through the complimentary use of approved City facilities, the contribution of staff resources to reserve class room space, assistance with class room set-up and take down for each session. C. MiraCosta has the required experience in providing professional ESL educational services to the public. D. MiraCosta has affirmed its willingness and ability to perform ESL educational services to the community. E. City has accepted MiraCosta's willingness to provide ESL educational services. 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 attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one ( 1) year from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. City Attorney Approved Version #05.22.01 1 4. COMPENSATION The total fee payable for the Services to be performed during the Agreement term shall not exceed twenty-four thousand, dollars ($24,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (1 0%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 5. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 6. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 7. OTHERCONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 8. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys' fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. 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' City Attorney Approved Version #05.22.01 2 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. 9. RESERVED 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 1 0.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 1 0.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 1 0.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 1 0.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 1 0.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 1 0.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. City Attorney Approved Version #05.22.01 3 1 0.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS Except as provided in Section 14 herein, all work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS City recognizes that Contractor operates ongoing ESL programs and classes as part of its governmental function, and consequently utilizes ESL teaching materials it creates on an ongoing basis in multiple programs. Contractor agrees that all copyrights of material that is created specifically for the Carlsbad City Library, including but not limited to documents concerning program expectations; establishment of the administrative structure; and marketing/outreach materials, will be vested in City and Contractor relinquishes all claims to those copyrights in favor of City. Copyrights of other materials which can be used to serve students in other ESL programs or classes operated by Contractor will be vested in Contractor and City relinquishes all claims to those copyrights in favor of Contractor. City Attorney Approved Version #05.22.01 4 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Heather Pizzuto Title Director Department Library & Cultural Arts City of Carlsbad Address 1775 Dove Lane Carlsbad CA 92011 Phone No. 760-602-2011 For Contractor Name Dr. Nikki Schaper Dean, Behavioral Sciences, History Title and Continuing Education Address 1831 Mission Ave Oceanside, CA Phone No. 760-795-8701 Email nschaper@miracosta.edu 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. 16. CONFLICT OF INTEREST Inasmuch as Contractor is a public entity and will not be required to make any governmental decision pursuant to this contract, Contractor shall not be required to file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (1 0) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Attorney Approved Version #05.22.01 5 City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right City Attorney Approved Version #05.22.01 6 or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. (Remainder of Page Intentionally Left Blank) City Attorney Approved Version #05.22.01 7 26. AUTHORITY The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CITY OF CARLSBAD, a municipal corporation of the State of California Mary K. Benar , Ed.D.-VP, Instructional S ices (print name/title) LA TEST: . . ~ mbenard@miracosta.edu /}rti1"" Afl (e-mail address) 1"-0.. r>: ~ 1-,....,.. BARBARA ENGLES~ {) -- **By: <1£:re)~ City Clerk Charlie Ng -VP Business & Administrative Services (print name/title) cng@miracosta edu (e-mail address) 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. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, 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: City Attorney Approved Version #05.22.01 8 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California 1 !"':\· County of \,.. )(L 1 ) JJJ-t-YtD ., lj On Jl i LVN 'rJ o?D ,i:L /7 before me, 8Jt\.TZJr0?A) '--)) ofrL<~ /)U}]J,c_ (insert name and title of the offi er) ~·-; personally appeared f '/cur~ :1{, :-/:) l /}{i_ t · d who proved to me on the basis o satisfactory ev1dence to be the personJ.s-1 whose name_kS) 1s/a+@ subscribed to the within instrument and acknowledged to me that he/sl:leJt~y executed the same in his/her/their authorized capacityttest, and that by his/hefltheir signature(~ on the instrument the person~, or the entity upon behalf of which the person(~{acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. J@ EVABROWN J · · Commissio~ 112~3851 c •• · Notary Publtc -California z ·:>.~.. z ~-San Diego County .. J. • ·~ u o Jl !0T"} t=r: fPl Y·Ji1\l (Seal) ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Californ.i~<, '1'11'_. :: County of t· ( l : \ .i; \ t r,vt . 0 On . Tc~ I \ ( l {L I. ~j 3 [.I JC / 1 before me, ---P-. :_·· ..:..x.-_:::_....:..l....<:...!-,_::......::.;:::.....:.._--+...:.__)i-.:::.-..!.....:....:...;,.,_:::.<f-;..._...:..-=....!....!...l._ I J ~-personally appeared ~,....:;_L......l-'"'=+---JL.......:-~__,_-X--Lfl---·'1 _______________ _ who proved to me on the basis of satisfactory ev ence to be the person~ whose name(J? is/am. subscribed to the within instrument and acknowledged to me that he/sA@!tl=ley executed the same in his/her./~ authorized capacity~), and that by his/Re#tAeir signature{-5) on the instrument the person~), or the entity upon behalf of which the person(.sracted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (Seal) EXHIBIT "A" SCOPE OF SERVICES Contractor shall deliver English Second Language ("ESL") classes to address English listening, speaking, reading and writing with a focus on conversational skills, pronunciation, grammar and digital literacy. Contractor's services may include: • Setting program expectations (e.g. learner goals, attendance requirements) • Establishing administrative structure to include: identification of assessment tools, selection of teaching materials, recommendation on effective use of technology, development of basic documents for program management such as registration forms, schedules, attendance records, etc., and identification of evaluation tools to measure outcomes • Providing marketing/outreach consistent with the communications plan for Library & Cultural Arts programs and services • Delivering classes: providing quality instruction, effective class management, evaluation and record keeping • Sustaining and growing the program by identifying and remediating learners' barriers, meeting predetermined milestones, documenting results and making recommendations for future improvements City and Contractor's Responsibilities • Location for ESL instruction: Carlsbad City Library Literacy Learning Center, 3368 Eureka Place, Carlsbad, CA 92008 • Contractor shall use the Carlsbad City Library Literacy Learning Center for holding tuition-free noncredit ESL classes in its Continuing Education program. • 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 City and Contractor recognize that MiraCosta Community College District is a Contractor of the City of Carlsbad public library for purposes of the ESL classes, and the City will provide the Library Learning Center facility classrooms for use at no charge, including janitorial services and utilities. • The City shall continue to be responsible for placement and maintenance of all furniture and fixtures in the Library Learning Center facility for the class sessions. • The Contractor shall leave all facilities in a clean and orderly condition after each class room session and shall be responsible for any breakage or repairs. Payment Schedule & Timeline: Contractor's invoice will be submitted for payment to the City of Carlsbad's Principal Librarian or designee, upon completion of milestones as deemed satisfactory by the Principal Librarian. Work is to begin at the execution of the agreement. The project cost shall not exceed $24,000. City Attorney Approved Version #05.22.01 9 1. First payment request shall be submitted March 16, 2017 for work that occurred from January 23 to March 16, 2017, including class room instruction on a schedule approved by the Principal Librarian. Invoice shall not exceed $6,000 and work must be validated and acceptable by Principal Librarian. 2. Second payment request shall be submitted May 18, 2017 for work that occurred from March 27 to May 18, 2017 including class room instruction on a schedule approved by the Principal Librarian. Invoice shall not exceed $6,000 and work must be validated and acceptable by Principal Librarian. 3. Third payment request shall be submitted October 13, 2017 for work that occurred from August 21 to October 13, 2017 including class room instruction on a schedule approved by the Principal Librarian. Invoice shall not exceed $6,000 and work must be validated and acceptable by Principal Librarian. 4. Fourth payment request shall be submitted December 15, 2017, for work that occurred from October 23 to December 15, 2017 including class room instruction on a schedule approved by the Principal Librarian. This invoice is the final payment for the 2017 scholastic terms. Invoice shall not exceed $6,000 and work must be validated and acceptable by Principal Librarian. Contractor's invoice will be submitted for payment to the City of Carlsbad's Principal Librarian or designee. Invoices shall be sufficiently detailed to include related activities for approval by the City. Deliverables: Deliverables consist of the development and delivery of the following classes: Class Parameters Number of terms NCESL 23-Reading and Writing for Two classes per week for Spring 2 Beginning Level Students (for up to 20 Term 3 (8 weeks). Spring term 3 students) Total instructional hours: 49.5 1/23/2017-3/15/2017 Two classes per week for Fall Term Fall term 1 1 (8 weeks). TBD Total instructional hours: 49.5 NCESL 33-Reading and Writing for Two classes per week for Spring 2 Intermediate Level Students (for up to Term 4 (8 weeks). Spring term 4 20 students) Total instructional hours: 49.5 3/27/2017-5/17/2017 Two classes per week for Fall Term Fall term 2 2 (8 weeks). Total instructional TBD hours: 49.5 NCESL 81-Basic Computers & Digital Two classes per week for Spring 2 Literacy for ESL Students (for up to 8 Term 3 (8 weeks). Spring term 3 students) Total instructional hours: 49.5 1/23/2017-3/15/2017 City Attorney Approved Version #05.22.01 10 Two classes per week for Fall Term Fall term 1 1 (8 weeks). TBD Total instructional hours: 49.5 NCESL 82-Intermediate/ Advanced Two classes per week for Spring 2 Computers & Digital Literacy for ESL Term 4 (8 weeks). Spring term 4 Students (for up to 8 students) Total instructional hours: 49.5 3/27/2017-5/17/2017 Two classes per week for Fall Term Fall term 2 2 (8 weeks). TBD Total instructional hours: 49.5 Intermediate/ Advanced English Two classes per week for Spring 2 Conversation class for up to 15 semester (16 weeks). Spring semester 1/23/2017- students Total instructional hours: 49.5 5/17/2017 Two classes per week for Fall semester (16 weeks) Fall semester 2017:TBD Total instructional hours: 49.5 City Attorney Approved Version #05.22.01 11