HomeMy WebLinkAboutCalifornia State University San Marcos; 2013-08-08; A101447CSUSM Agreement No. A101447
AGREEMENT FOR USE OF THE LIBRARY LEARNING CENTER FACILITIES BETWEEN
THE CITY OF CARLSBAD AND CALIFORNIA STATE UNIVERSITY, SAN MARCOS
THIS AGREEMENT is made this 8th day of August 2013, between the CITY OF
CARLSBAD, a municipal corporation ofthe State of California, hereinafter referred to as the
City, and CALIFORINIA STATE UNIVERSITY SAN MARCOS, hereinafter referred to as
CSUSM.
RECITALS
1. WHEREAS, the City desires to provide diverse educational programs for the
community through the Carisbad Library Learning Center; and
2. WHEREAS, the City and CSUSM desire to cooperate with each other to provide
the community with a variety of lifelong learning opportunities for adults ages 50 and older; and
3. WHEREAS, the City and CSUSM desire to enter into a formal agreement
defining the rights and responsibilities of each party in connection with the use of certain space
within the Carisbad Library Learning Center.
NOW, THEREFORE, IN CONSIDERATION OF THESE RECITALS AND THE MUTUAL
COVENANTS CONTAINED HEREIN, the parties agree as follows:
1. LIBRARY LEARNING CENTER - ROOM ACCESS FOR USE
City will provide access to the Library Learning Center (hereinafter "Learning Center") meeting
rooms #13 and/or #14 on the second fioor (hereinafter "Designated Areas") for CSUSM's
specific uses as further stated below.
2. ADMINISTRATION
a. The Learning Center, this Agreement, and CSUSM's use of the Learning Center shall be
administered on behalf ofthe City by the Library & Cultural Arts Director or his/her
designee.
3. USE
a. CSUSM shall have the use of the Designated Areas for providing a variety of lifelong
learning classes or events for adults ages 50 and older through CSUSM's Osher
Institute at specified and scheduled times except as othen/vise provided in paragraphs b,
c, and d ofthis section. Any time scheduled outside ofthe Learning Center's regular
hours will require additional fees for staffing the Learning Center facility.
b. The City shall provide CSUSM with use of Designated Areas as follows: Fee-based use
of the Designated Areas according to a schedule mutually agreed upon in writing by the
City and CSUSM no later than ninety (90) days prior to the next academic period
(semester/quarter). On special occasion(s), additional space may be needed at the
Learning Center in conjunction with a scheduled CSUSM event, such as the lobby. Once
the space is confirmed by City administration, all terms and conditions ofthe Agreement
shall be equally applicable to the additional space.
c. For an additional fee, CSUSM may request to schedule special events which events are
similar to those specified purposes, during the term ofthis Agreement in the Designated
Areas. If the special event(s) is approved by City, CSUSM shall have exclusive use of
Designated Areas during those scheduled special events. The specific dates and
CSUSM Agreement No. A101447
inclusive times of such special events shall be given to the Library & Cultural Arts
Director at least ninety (90) days in advance ofthe requested special event date. The
Library & Cultural Arts Director shall have full authority to approve or deny any requests
for special events. Notice of any change in requested use shall be given to the Library &
Cultural Arts Director not less than fourteen (14) days prior to the special event. CSUSM
will Inform the City of confirmed dates and facilities needs not less than ninety (90) days
prior to the next academic term. Failure to comply with the time periods stated herein
shall be grounds for the City to deny or revoke CSUSM's use of the Designated Areas
for its special event.
d. Use of the Learning Center by CSUSM, during times other than those agreed upon, may
be obtained by submitting a written request to the Library & Cultural Arts Director, which
may be approved if the Learning Center is available.
e. CSUSM shall have priority use of the Designated Areas during the times provided in
paragraph b, c, and d ofthis section. Notwithstanding, the City retains the right to
schedule City activities during such hours that CSUSM is not utilizing the Designated
Areas. The City also maintains the right to cancel CSUSM activities without notice in the
event of an emergency or public health or safety concern.
f Limited technology in Designated Areas may be available for CSUSM use during
scheduled times upon request (e.g., computer, projector, interactive whiteboard,
remotes, etc.). CSUSM shall coordinate its needs for technology with City staff and staff
shall perform all set-up and troubleshooting ofthis equipment.
g. Use of the Learning Center does not constitute City endorsement of any program.
Advertisement or announcement of CSUSM programs with City endorsement Library
logo use will be permitted only with advance written authorization from the Library &
Cultural Arts Director. CSUSM shall not use the Learning Center as its official address.
Storage of goods, supplies or other materials by CSUSM in the Learning Center is not
permitted.
h. No activity will be permitted that is in violation of local, state or federal statutes. CSUSM
must adhere to all City policies and fire codes during their use ofthe facility and
Designated Areas.
i. CSUSM programs must be under the direction and supervision of their own leadership,
j. CSUSM is responsible for controlling noise that may disturb other activities in the
Learning Center.
k. The City reserves the right to full access of all activities in order to ensure that all rules
and regulations are being observed. Use may be terminated for misrepresentation or
engagement in any activities that jeopardize participants' and Learning Center users'
safety and/or welfare.
I. Tape, nails, staples and similar items shall not be permitted on any walls outside ofthe
designated "tackable" surfaces in the meeting room,
m. Food and covered drinks are allowed in the Learning Center, except the computer lab.
n. CSUSM must provide its own supplies such as cups, paper goods, and refreshments.
4. CONDITIONS OF USE BY CSUSM
During the period scheduled for CSUSM use, CSUSM shall be responsible for administration,
direction, and supervision of its programs and personnel. CSUSM shall be responsible forthe
maintenance of good order and conduct in the use of the Learning Center. The premises shall
be used by CSUSM in keeping with the best accepted practices to assure proper standards of
conduct, safety, and health. CSUSM shall be responsible for enforcing the City's adopted rules
for the operation and use of the Learning Center.
CSUSM Agreement No. A101447
5. MAINTENANCE
a. Except as othenA/ise specified herein, the City shall manage, maintain and operate the
Learning Center. It shall be the duty of the City to regulariy inspect the Learning Center,
to insure that it is maintained in good repair and in safe condition. The City shall provide
for trash disposal.
b. The City shall make reasonable efl'orts to schedule maintenance activities during periods
when the Learning Center is not being used by CSUSM. The City reserves the right to
close the Learning Center at any time it determines necessary for the proper operation,
maintenance and repair of the Learning Center or for reasons of health and safety.
When such scheduled closure Is necessary, CSUSM shall be given ten (10) days written
notice. The City also maintains the right to cancel CSUSM activities without notice in the
event of an emergency or public health or safety concern.
c. Except for normal wear and tear or damage caused by persons or instruments not under
the control or supervision of CSUSM, any damage to the Learning Center shall be the
responsibility CSUSM. CSUSM shall give written notice to the City within 24 hours of any
damage to the Designated Areas or those areas of the Learning Center used by
CSUSM. CSUSM shall not commit or allow to be committed, any waste or injury or any
private or public nuisance at the Learning Center. If damage occurs to the Learning
Center while being used by CSUSM, CSUSM shall reimburse the City for the cost of
repair.
6. HOLD HARMLESS AGREEMENT
CSUSM agrees to defend, indemnify, protect and hold the City, its council members, agents,
representatives, commissions, directors, officers, and employees (the "City Indemnified
Parties") harmless from and against any and all claims from and against any and all liabilities,
judgments, claims, settlements, losses, damages, costs, fees (including reasonable attorney
fees and court costs) Incurred or suffered (collectively "Losses") by such City Indemnified Party
arising out of this use of the Learning Center, the purpose of this Agreement, or related activities
or OthenA/ise; and further agrees to defend, indemnify, protect and hold the City Indemnified
Parties harmless from any losses to the City Indemnified Parties as the result of injury or death
to person(s) or damage(s) to property arising out of the use of said property, purpose, or
activity; provided however, that CSUSM's duty to indemnify and hold harmless shall not include
any claims or liability arising from the established sole gross negligence or willful misconduct of
the City Indemnified Parties, its council members, agents, representatives, commission,
directors, officers, or employees.
7. DISPUTE RESOLUTION
Any dispute arising under the terms of this Agreement which Is not resolved within a reasonable
period of time by authorized representatives of the City and CSUSM shall be brought to the
attention of the City Manager (or designee) of the City and the Chief Business Officer (or
designee) of CSUSM for joint resolution. At the request of either party, CSUSM shall provide a
forum for discussion of the disputed item(s), at which time the Vice Chancellor, Business and
Finance (or designated representative) of CSUSM shall be available to assist in the resolution
by providing advice to both parties regarding CSUSM contracting policies and procedures. If
resolution ofthe dispute through these means is pursued without success, either party may
seek resolution employing whatever remedies exist in law or equity beyond this
CSUSM Agreement No. A101447
Agreement. Despite an unresolved dispute and to the extent that the disputed subject does not
hamper City's performance, the City may continue without delay to perform its other
responsibilities under this Agreement. The City shall keep accurate records of Its sen/ices in
order to adequately document the extent of its services under this Agreement.
8. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and CSUSM
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 without the prior written consent of both parties.
9. SEVERABILITY
It is expressly agreed and understood by the parties hereto that if any provision of this
Agreement is held to be unconscionable or invalid under any applicable statue or rule of law, it
is deemed to that extent to be omitted. However, the balance of the Agreement shall remain in
full force and effect.
10. STATUS OF AGENCIES
Both parties and their respective agents, in the performance of this Agreement, shall act in an
independent capacity and not as officers, employees, or agents ofthe other. While both parties
may or may not be required under the terms of this Agreement to carry workers' compensation
insurance, neither party is untitled to unemployment or workers' compensation benefits from the
other.
11. CONFIDENTIALITY OF DATA
All financial, statistical, personal, technical and other data and information relating to either
party's operation which are designated confidential by that party and not othenA/ise subject to
disclosure underthe California Public Records Act, and made available to the other party in
order to carry out this Agreement, or which become available to the other party in carrying out
the Agreement, shall be protected by the other party using the same level of care in preventing
unauthorized disclosure or use of the confidential information that it takes to protect its own
information of a similar nature, but in no event less than reasonable care. Both parties shall not
be required under the provisions of this clause to keep confidential any data or information that
is or becomes publicly available, Is already rightfully in the other party's possession, is
independently developed by the other party outside the scope of the Agreement, or is rightfully
obtained from third parties.
12. USE OF DATA
Neither party shall utilize any information, not a matter of public record, which is received from
the other party by reason of this Agreement, for pecuniary gain not contemplated by the terms
of this Agreement, regardless of whether either party is or is not under contract at the time such
gain is realized.
13. PRIVACY OF PERSONAL INFORMATION
Both parties expressly acknowledge the privacy rights of individuals to their personal information
that are expressed in the State's Information Practices Act (California Civil Code Section 1789
et seq.) and in California Constitution Article 1 Section 1. Both parties shall maintain the privacy
CSUSM Agreement No. A101447
of personal information. Both parties shall not release personal information contained in records
obtained from the other party without full compliance with applicable State and Federal privacy
laws. Both parties further acknowledge Federal privacy laws applicable to financial transactions
and student records and information from student records. Both parties shall maintain the
privacy of protected personal information and shall be financially responsible. If and to the
extent that any security breach relating to protected personal information results from acts or
omissions of the other, or personnel of the other, for any notifications to affected persons, and to
the extent requested by the other party, administratively responsible for such notification.
14. ENDORSEMENT
Nothing contained in this Agreement shall be construed as conferring on any party hereto, any
right to use the other party's name as an endorsement of product or service or to advertise,
promote or othenA/ise market any product or service without the prior written consent of the
other party. Furthermore, nothing in this Agreement shall be construed as endorsement of any
commercial product or service by the other party.
15. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by the
Agreement, embody the entire Agreement and understanding between the parties relating to the
subject matter of the Agreement. In case of conflict, the terms of the Agreement supersede any
other document. Neither this Agreement nor any of its provisions may be amended, modified,
waived or discharged except in a writing signed by both parties.
16. INSURANCE
CSUSM is self-insured up to five million dollars ($5M) for general liability. CSUSM agrees to
maintain, at its expense, these amounts of public liability insurance to protect the City of
Carisbad, its elected officials, officers, and employees (including volunteers) against any
liabilities and damages due to bodily injury, including death resulting therefrom, suffered or
alleged to be suffered by any person or persons whatsoever resulting from any act or activities
of CSUSM or under CSUSM's control or direction, and also to protect against loss from liability
for damages to any property of any person caused by or from acts or activities of any person
acting for CSUSM or under CSUSM's control or direction. Such insurance shall be maintained in
full force and effect during the entire term ofthis Agreement.
17. TERM OF AGREEMENT
The initial term of the Agreement shall be for a period of one year from the date of execution of
the Agreement. The Agreement shall automatically renew for an additional one-year period
unless either party provides written notice that they do not wish to extend the agreement at least
thirty (30) days in advance of the end of the current term. Notwithstanding the foregoing
sentence, the maximum term ofthis Agreement, including extensions. Is five years.
18. COMPENSATION
CSUSM shall pay City $75 per room per day for each scheduled activity. This fee includes 15
minutes loading and unloading time before and after each scheduled activity. The City shall
invoice CSUSM upon approval of scheduled classes or events. CSUSM shall pay invoices
within 30 days of the invoice date.
CSUSM Agreement No. A101447
19. TERMINATION
a. This Agreement may be terminated at any time by either party upon ninety (90) days
written notice to the other party.
b. In the event that the Learning Center is damaged due to some unforeseen event, to the
extent that in the opinion of the City it cannot be economically repaired, this Agreement
may be terminated immediately upon that determination.
c. This Agreement may be terminated by City if CSUSM fails to make timely payments
when due.
20. REVIEW
The Library & Cultural Arts Director, or his/her designee, and a representative ofthe CSUSM
shall meet annually or more often for purposes of reviewing proposed schedules and related
issues regarding the implementation ofthis Agreement. By mutual agreement, the City and
CSUSM may amend this Agreement in writing.
21. NOTICE
Any notice or notices required or permitted to be given by this Agreement may be personally
served on the other party by the party giving such notice, or may be served by certified mail,
return receipt requested. Until written notice of change of address is given, mailed notices may
be addressed to the parties at the following addresses:
CITY: Heather Pizzuto
Library & Cultural Arts Director
Carisbad City Library
1775 Dove Lane
Carlsbad, CA 92011
760-602-2049
Email: heather.pizzuto@carisbadca.gov
CSUSM Janice Monypeny, Director
Osher Lifelong Learning Institute
California State University San Marcos
San Marcos, CA 92096
PH: 760-750-8712
Email: monypeny@csusm.edu
//
//
//
//
//
//
CSUSM Agreement No. A101447
22. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of
CSUSM each represent and warrant that they have the legal power, right and actual authority to
bind CSUSM to the terms and condifions ofthis Agreement.
California State University, San Marcos
By:
CITY OF CARLSBAD, a municipal
corporation of the State of California
By:
(sign here) 7 City Monogor or Maytspor Div (sign here)
David Taylor, Procurement Services
Manager
(print name/title)
City Monogor or Ma^t^K^r Division Director
as authorized by the City Manager
ATTEST:
o
r O
here)
like Schroder, Dean, Extended Learning
(print name/title)
BARBARA ENGLESON
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:
Assistant City Attorney
The CAlifomia State Uiuvemsily
Office of the ChanctUor
401 Golden Shore
Long Beach, CaUfomia 90602-4210
TO£
Subject:
Iune21,20D0
CSU Presidents
Charles B. Reed
Executive Ordef No. 750: Provision of ServJoes
The attached Executive Order No. 750 delegates auttiority and assigns
respon$ibiUty to the canfi|m$ president to execute and Implement
conlracb for the performanoe of services by the campus. This Executive
Order rescinds out-of-date policy relating to auxiliary cxmtracts and
inemforces campus and auxiliary organizations' ability to contract with
oth^r $tat« agimciesand one another.
In accordance with policy of the Califoraia Stale University, the campu5
president has the responsibility for implementing Executive C^deis
where applicable and for maintaining the campus repository and index
for all Executive Orders.
Attadtment
Dlntrfbutiofi: Executive Vice Chancellor and Chid Academic Officer
Executive Vice Chancellor and Chief Fiimnctal Officer
VU^ Chancellor, Huttmn Resource
General Counsel
Vice President for Administration
Chancellor s Office Divisional Heads
THE CAUFORNIA STATE UNIVERSITY
Office of the Chancellor
401 Golden Shore
Long Beach, Califomia 90802-4210
mZ) 951-4000
B^utit^ Ocder Mo.: 7SQ
Tlies Provision of Services
miiMmmIMi& June 21,2000
SupenedcK Executive Order No. 372 and
Business Affairs Coded Memorandum No. 81-02
This Executive Order is issued pursuant to Sections 1. 2 and 4-e of ChapNrr HI of the
Standing Otdm of the Board of Trustees of the Calilbmia State University.
Authority is hereby delegated lo each campus president or designee to provide ser^^ices
when applicable provisions of law and policy are followed,
Charles 6. Reed
Chancellor
E^te::
Pagelofl
California State University
SAN MARCCS
Finance &
Administrative
Services
Procurement & Support Services California State University San IVIarcos 333 S. Twin Oaks Valley Road San Marcos, CA 92096-0001
Tel: 760.750.4555 Fax: 760.750.3286 procurementservices(a)csusm.eciu www.csusm.edu/procurement 2011-284
MEMORANDUM
DATE: February!, 2011
TO: Procurement & Support Services
FROM: Bella Newberg, Director, Procurement & Support Services
SUBJECT: Delegation of Authority
I hereby delegate signature authority in accordance with the referenced memos and
subject to the limitations and conditions stated in The California State University
Policy Manual for Contracting & Procurement and the following Executive Orders:
750 Provision of Services Memo dated October 17, 2008
from Mary Hinchman, AVP
Business and Financial Services
775 Acquisition of Personal Property and Services Memo dated October 17, 2008
from Mary Hinchman, AVP
Business and Financial Services
842 Competitive Bidding of Goods and Services Memo dated October 17, 2008
from Mary Hinchman, AVP
Business and Financial Services
Procurement Services Manager
Buyer III Lead
Buyer III
Buyer II
Buyer I
$250,000
$150,000
$ 50,000
$ 25,000
$ 10,000
BN:tr
The California State University
Bakersfield | Channel Islands | Chico | Dominguez Hills | East Bay | Fresno | Fullerton | Humboldt | Long Beach | Los Angeles | Maritime Academy
Monterey Bay | Northridge | Pomona | Sacramento | San Bernardino | SanDiego | San Francisco | San Jose | San Luis Obispo | San Marcos | Sonoma | Stanislaus