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UMass Global; 2021-11-10; HR1801
HR1801 1 City Attorney Approved 07/11/16 ASSIGNMENT AND ASSUMPTION AGREEMENT FOR FOR COACHING, TRAINING AND ORGANIZATION DEVELOPMENT SERVICES THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment Agreement”) is made and entered into this _______ day of ___________ 20__, by and between the CITY OF CARLSBAD, a political subdivision of the State of California (“City”), Brandman University, a non-profit California corporation, (“Assignor”) and UMass Global, a non-profit California corporation, (“Assignee”), and is made with reference to the following facts: RECITALS A. On June 12, 2018, the City and Assignor entered into that certain Professional Services Agreement concerning Coaching, Training and Organization Development Services, (the “Agreement”). B. Paragraph 24 of the Agreement allows Assignor to assign rights and obligations under the Agreement upon written approval of the City. C. Assignor desires to assign its interest in the Agreement to Assignee. Further, Assignee desires to accept assignment of Assignor’s interest in the Agreement and City consents to the assignment of the interest in the Agreement from Assignor to Assignee. NOW THEREFORE, incorporating the above recitals and in consideration of the covenants and obligations set forth herein, the parties hereto agree as follows: 1. Assignment. Assignor hereby assigns to Assignee all of Assignor’s rights and obligations as set forth in the Agreement. 2. Assumption. Assignee hereby assumes all of Assignor’s rights and obligations as set forth in the Agreement. 3. City Consent. City hereby agrees and consents to the assignment of all of Assignor’s rights and obligations as set forth in the Agreement to Assignee. 4. General Terms and Conditions. The following general terms and conditions shall apply to this Assignment Agreement. 4.1 Hold Harmless. In addition to the hold harmless provisions contained within the Agreement, and except as to the sole negligence, or willful misconduct of City, Assignee shall defend, indemnify and hold the City, its officers and employees, harmless from any and all loss, damage, claim for damage, liability, expense or cost, including attorneys fees, which arises out of or is in any way connected with this Assignment Agreement, notwithstanding that City may have benefitted from this Assignment Agreement. The hold harmless provision shall apply to any acts or omissions, wilfull misconduct or negligent conduct, whether active or passive, on the part of Assignee. The parties expressly agree that this section shall survive the expiration or early termination of this Agreement. 4.2. Counterparts. This Assignment Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. DocuSign Envelope ID: C51E3AE5-ACA9-4210-AD66-4D025BCD28FE November 2110th HR1801 2 City Attorney Approved 07/11/16 4.3. Successors and Assigns. It is mutually understood and agreed that this Assignment Agreement shall be binding upon City, Assignor and Assignee and their respective successors. Neither this Assignment Agreement or any part hereof nor any monies due or to become due hereunder may be assigned by Assignee without the prior consent of City. 4.4. Governing Law. This Assignment Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of California. 4.5. Venue. Any action at law or in equity brought by either of the parties hereto for the purpose of enforcing a right or rights provided for by this Assignment Agreement shalt be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties hereby waive all provisions of law providing for a change of venue in such proceedings to any other county. 4.6. Notices. Service of any notices, bills, invoices or other documents required or permitted under this Assignment Agreement shall be sufficient if sent by one party to the other by United States mail, postage prepaid and addressed as follows: City: City Manager City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 Assignor: Reagan Forlenzo Director of Corporate Training 16355 Laguna Canyon Road Irvine, CA 92618 Assignee: Reagan Forlenzo Director of Corporate Training 16355 Laguna Canyon Road Irvine, CA 92618] 4.7. Nondiscrimination. During the term of this Assignment Agreement, the parties shall comply with the state and federal laws regarding non-discrimination. 4.8 Authority. The parties executing this Assignment Agreement on behalf of City, Assignor and Assignee each represent and warrant that they have the legal power, right and actual authority to bind the City, Assignor and Assignee, respectively, to the terms and conditions hereof. 4.9 Severability. Each provision, term, condition, covenant, and/or restriction, in whole and in part, in this Assignment Agreement shall be considered severable. In the event any provision, term, condition, covenant, and/or restriction, in whole and in part, in this Assignment Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this Assignment Agreement and shall not affect any other provision, term, condition, covenant, and/or restriction, of this Assignment Agreement and the remainder of this Assignment Agreement shall continue in full force and effect. /// /// DocuSign Envelope ID: C51E3AE5-ACA9-4210-AD66-4D025BCD28FE HR1801 3 City Attorney Approved 07/11/16 4.10 Effective Date. This Assignment Agreement shall be effective upon the date and year first above written. ASSIGNOR: BRANDMAN UNIVERSITY CITY OF CARLSBAD, a municipal corporation of the State of California *By: By: (sign here) Scott Chadwick City Manager Gary Brahm, Chancellor (print name/title) **By: (sign here) Phillip Doolittle, Vice Chancellor, Finance & Administration/CFO (print name/title) ATTEST: ASSIGNEE: UMASS GLOBAL FAVIOLA MEDINA City Clerk Services Manager *By: (sign here) Gary Brahm, Chancellor (print name/title) **By: (sign here) Phillip Doolittle, Vice Chancellor, Finance & Administration/CFO (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: CELIA A. BREWER, City Attorney By:_____________________________ Assistant City Attorney DocuSign Envelope ID: C51E3AE5-ACA9-4210-AD66-4D025BCD28FE Administrative Services Branch Human Resources Department 1635 Faraday Ave. Carlsbad, CA 92008 760-602-2440 t Memorandum Nov. 1, 2021 To: Scott Chadwick, City Manager From: Bridget Desmarais, Management Analyst Via: Laura Rocha, Deputy City Manager Administrative Services Re: Assignment & Assumption Agreement for UMass Global (Districts - All) This memorandum provides an explanation of the attached Assignment & Assumption Agreement for UMass Global for coaching, training, and organization development services. Purpose of Agreement On June 12, 2018, the city entered into an agreement with Brandman University for coaching, training, and organization development services. The term of the agreement was five (5) years with an annual contract amount of $100,000 (Attachment 1). As of Sept. 1, 2021, Brandman University underwent an official name change to UMass Global (Attachment 2). With Brandman University’s renaming to UMass Global, an Assignment & Assumption Agreement must be processed per Paragraph 24 of the original agreement. The city attorney’s office has reviewed the agreement and has no concerns. Budget Impact None. Attachment 1: Agreement for Coaching, Training, and Organization Development Services dated June 12, 2018 Attachment 2: Global Announcement and Press Release c: Debbie Porter, Senior Management Analyst Cindie McMahon, Assistant City Attorney AGREEMENT FOR COACHING, TRAINING AND ORGANIZATION DEVELOPMENT SERVICES BRANDMAN UNIVERSITY. ~HIS AGREEMENT is made and entered into as of the / r;J,flo day of ....,_ , LO. x,, , 2018, by and between the CITY OF CAR A , a municipal corporaion, ("City"), and Brandman University, ("Contractor") for coaching, training and organization development services. RECITALS A. City requires the professional services of a consultant that is experienced in coaching and training employees and providing other organizational development services. B. Contractor has the necessary experience in providing professional services and advice related to employee development and organizational development. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in 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 five years from the date first above written. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the Agreement term will be in an amount not to exceed one hundred thousand dollars ($100,000) per Agreement year. 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 (10%) 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". 6. 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 City Attorney Approved Version 9/27/17 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. 7. 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. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. 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' 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. 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. City Attorney Approved Version 9/27/17 2 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. 10.1.1 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. 10.1.2 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. 10.1.3 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. 10.1.4 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: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 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. City Attorney Approved Version 9/27/17 3 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 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 Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 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 Julie Clark Title HR Director Department Human Resources City of Carlsbad Address 1635 Faraday Ave Carlsbad CA 92008 Phone No. 760-602-2438 For Contractor Name Reagan Forlenzo Title Director of Corporate Training Address 16355 Laguna Canyon Road Irvine CA 92618 Phone No. 949-383-3303 Email rforlenz@brandman.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 Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. YesD No. City Attorney Approved Version 9/27/17 4 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 ( 10) 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 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 City Attorney Approved Version 9/27/17 5 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 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. Ill Ill Ill Ill Ill Ill City Attorney Approved Version 9/27/17 6 26. AUTHORITY The individuals executing this Agreement 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 Agreement. CONTRACTOR By: G /} \) ~ ·~ u {_______ (sign here) Gary Brahm-Chancellor (print name/title) By: (sign here) Phillip L. Doolittle Executive Vice Chancellor/ CFO (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California [INS R TITLE OF PERSON ff>4- THORIZED TO SIGN (City Manag€ror Mayor or Division Director as authorized by the City Manager)] ATTEST: lLo AO-/(~wJ/_ BARBARA ENGLESON {I -'- 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: ::LIA Ai/J~Attorney Assistant City Attorney City Attorney Approved Version 9/27/17 7 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 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~ County of U r~ On m7 ,;, I ~ .J. <.) I 2 before me, RO s-e n, C< ~ £ -{f Cfl_;fz.____ Da,, ,,-. 0 Here Insert ~ and Tit/7 of the Officer personally appeared u(U'=c) 8 r4 r'.Y\ arJd p Ji i I I 1/J Duo Name(s) of Signer(s) ---------------------------------------· who proved to me on the basis of satisfactory evidence to be the person~hose name~@ subscrib~ to the within instrum~and acknowle~ge~e that be/'~z_!!Jey)executed the same 1n A-istn_,er/rtJ_eir authorized capacity 1es nd tha!,bY._l::liS'l~ignatur@on the instrument the pers~ or the entity upon behalf of whic the persoo~cted, executed the instrument. Place Notary Seal Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ----------------oPTIONAL---------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: _____________ Document Date: _______ _ Number of Pages: ___ Signer(s) Other Than Named Above: ____________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ____________ _ Signer's Name: ____________ _ ~ · Corporate Officer -Title(s): ______ _ I J Corporate Officer -Title(s): ______ _ Ci Partner -D Limited I I General l i Partner -~ Limited I 1 General 1-1 Individual L J Attorney in Fact I ! Individual L Attorney in Fact : • Trustee : 7 Guardian or Conservator Trustee -Guardian or Conservator i I Other: ______________ _ C I Other: _____________ _ Signer Is Representing: _________ _ Signer Is Representing: _________ _ • ©2014 National Notary Association· www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 EXHIBIT "A" SCOPE OF SERVICES For the purpose of maintaining a highly engaged and talented workforce delivering on the City's mission, vision and values, under the direction of the Human Resources Director or his/her designee, Contractor will provide the following services on an as needed basis: Professional Coaching Provide employee development coaching for employees to include: • identifying city/department/team goals and priorities related to the employee's development, • identifying the employee's development needs and creating a plan to address those needs • developing customized coaching plans to include the employee's development goals, milestones and performance measures to gauge success, • providing one on one sessions in person at a City of Carlsbad facility and by phone/web chat, • developing the employee's ability to coach their direct reports and be an effective supervisor • conducting quarterly check-ins with the employee's supervisor and with the HR project manager to review progress and discuss needs for services other than coaching as outlined below in the section titled "Other'' and • assessing results and making recommendations for future or ongoing employee development. Contractor will provide the City with a list of available coaches along with a brief summary of their background, experience and contact information (name, phone number, e-mail address, location (city/state)). The City will determine the process for selecting which coach to use for each coaching assignment and will have final determination on the selection of each coach. The City may, at any time during the coaching assignment, with at least two weeks prior notice to Contractor, select a different coach for the assignment. Training Develop curriculum for and/or deliver employee development training to include: • One-on-one, small group (less than 10), mid-size (10 to 30) and large group (30 to 75) sessions held at City of Carlsbad facilities • Teaching methods tailored to the learning styles and needs of each group • Train the trainer sessions that enable HR staff and contractors to effectively deliver specific training to align with city employee development goals Specific training needs to be provided by the HR director or his/her designee. Contractor will provide all training materials and supplies. Contractor may provide an online version of training materials to City so that City can make copies of the materials City Attorney Approved Version 9/27/17 8 for training participants. City will provide flip chart paper, markers, a projector and a laptop upon request. Other During the course of the coaching assignment, related needs may arise, including, but not limited to: • Team alignment and development • Workforce planning • Succession planning • Organizational development • Classification and compensation Contractor will note these issues during quarterly progress reports with the HR project manager and department director/designee so a coordinated strategy can be developed. Contractor will not pursue strategies to address these related needs without prior approval from the HR project manager. Fees Staff Person Service To Be Provided Rate Rate Type Title/Role (hourly, half day/full day/flat fee, etc.) Coach/Instructor Individual Coaching $250-Per hour. Pricing depends on level of $300 employee receiving coaching Coach/Instructor Training Delivery $500 Per hour, $2,000 for half day, $4,000 for full day Subject Matter Expert Curriculum Development $150 Per hour Coach/Instructor Coaching to reinforce training $75 Per 30 minutes, as described in our Approach to Scope of Work Coach/Instructor Facilitated learning team $275 Per 1-hour call/meeting call/meeting Administrative Project Needs assessment, program $0 Our rates above are inclusive of our Team Members supervision, strategic counsel, administrative costs evaluation Other Direct Costs* (if any) Below is a list of assessments that may be used. If other assessments are recommended by our coaches, we would provide pricing and ask for the City's approval. Vendor prices are subject to change. Everything DiSC Workplace® Profile $45 per assessment (Retail cost is $64.50) Everything DiSC Management® or Work of Leaders $75 per assessment (Retail cost is $107.50) Profile® Thomas-Kilmann Conflict Mode Instrument $20 per assessment Social+ Emotional Intelligence Profile $85 per assessment Total SDI Suite $195 for suite of 3 assessments • SDI $75 per assessment • Strengths Portrait $60 per assessment • Overdone Strengths Portrait $60 per assessment MBTI $32-$45 per assessment StrengthsFinder $20-70 per assessment City Attorney Approved Version 9/27/17 9 City shall pay up to thirty (30) minutes per assessment per employee for a coach to analyze the assessment results. *The city will not pay an agency mark up on expenses. Invoices Invoices will be sent monthly and will itemize costs per service to include a brief description of the service, the name of the person receiving the service, dates of service, number of hours spent on the service, hourly rate per service. Invoices will be emailed to kim.stankavich@carlsbadca.gov. Travel Reimbursement Travel expenses will be pre-approved by the City. Mileage within the City of Carlsbad or other designated locations for the purposes of providing services will be reimbursed based on current IRS rates. If the consultant is required to travel to city facilities from outside a radius of 100 miles of the city facility, reimbursement for travel expenses will be paid according to the guidelines below. Reimbursement for Transportation: Consultant may submit receipts for the actual cost of transportation if travel. Use of air, train, private automobile, or other mode of public transportation shall be selected on the basis of the least total cost to the city after all expense items are tabulated. Reimbursement for Lodging: Lodging shall be obtained at the most economical rate available for good quality lodging. Any additional expenses beyond those required for the consultant must be paid by the consultant. Reimbursement for Meals and Incidental Expenses: Consultant may submit receipts for the actual cost of meals, tips and incidental expenses for reimbursement up to a limit of $70 per day. The city will not reimburse the cost of alcoholic beverages. City Attorney Approved Version 9/27/17 10 A~D• CERTIFICATE OF LIABILITY INSURANCE I DATE (MIIIDD/YYYY) 9/l/2018 5/9/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AFARMATIVELY 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 policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsementls). PRODUCER Lockton insurance Brokers, LLC CONTACT NAME: -----725 S. Figueroa Street, 35th Fl. PHONE 1r~ No'= IA/C No Extl: CA License #OF15767 E-MAIL Los Angeles CA 90017 ADDRESS: NAIC# (213) 689-0065 --·--INSURER(S) AFFORDING COVERAGE INSURER A: United Educators lns, a Reciprocal Risk Retention G oup 10020 ~--- INSURED Brandman University 1NsuRER B, Federal Insurance Comuany 20281 1434582 16355 Laguna Canyon Drive ~ERC: --- Irvine CA 92618 INSURER D: ---- INSURER E: INSURER F: COVERAGES BRAUN0l CERTIACATE NUMBER: 15369579 REVISION NUMBER: xxxxxxx 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 ISUBR ·--------,=Ji~ ,=J'iiw~ ----~--- LTR TYPE OF INSURANCE •••~n -~ POLICY NUMBER LIIIITS A X COMMERCIAL GENERAL LIABILITY y N AO6-06Z 9/1/2017 9/1/2018 EACH OCCURRENCE s 1,000000 ~ D CLAIMS-MADE [iJ OCCUR LJAMAbt: I U nc,, I t:U ~ PREMISES IEa occurrence l s l 000 000 -------·-· MED EXP (Any one person) s_5,()Q() PERSONAL & ADV INJURY s l 000.000 ~ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s 3_,0_Q0,000 4 P<XICY o j:& DLoc PRODUCTS -COMP/OP AGG s Included i-----------~-~-- OTHER: $ B AUTOMOBILE LIABILITY N N 73599378 9/1/2017 9/1/2018 COMBINED SINGLE LIIIMT _$__l.,_OO0 000 -~'1Pf!l.1. _x_ ANY AUTO BOOIL Y INJURY (Per per.;on) $ xxxxxxx -----·---OWNED SCHEDULED X AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ xxxxxxx -HIRED -NON-OWNED PROPERTY OIIMAGE . X AUTOS ONLY AUTOS ONLY {Per accidenll $ xxxxxxx -sXXXXXXX X Comp: $1,00( X Coll: $1 000 UMBRELLA LIAS HOCCUR NOT APPLICABLE EACH OCCURRENCE $ xxxxxxx ~ EXCESS LIAB CLAIMS-MADE AGGREGATE $ xxxxxxx DED I I RETENTION$ $ xxxxxxx WORKERS COMPENSATION NOT APPLICABLE ~:TUTE I I OTH-ER AND EMPLOYERS" LIABILITY Y/N ANY PROPRIETOR/PARTNERIEXECUTNE D E.L. EACH ACCllENT s xxxxxxx OFFICER/MEMBER EXCLUDED? NIA (Mandatory in NH) E.L. DISEASE · EA EMPLOYEE s xxxxxxx ~rn:~'o~ ~~ERATIONS below E.L. DISEASE -P<XICY LIMIT $ xxxxxxx A Licensed Professional N N LPD201700452900 9/1/2017 9/1/2018 Limit: $1,000,000 Liability Aggregate $3,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS I VEHICLES (ACORD 101, Additional Rmnarks Schedule, may be attacllad if mont space is ,equired) RE: Professional Services Agreement-City of Carlsbad. City of Carlsbad is an Additional Insured lo the extent provided by the policy language or endorsement issued or approved by the insurance carrier. Insurance provided to Additional Insured(s) is primary and non-contributory as per the attached endorsements or policy language. CERTIFICATE HOLDER 15369579 City of Carlsbad 1635 Faraday Ave Carlsbad CA 92008 ACORD 25 (2016/03) CANCELLATION See Attachments SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPR All rights reserved. The ACORD name and logo are registered marks of ACORD / Attachment Code: D537507 Certificate ID: 15369579 Policy Number AO6-06Z UNITED EDUCATORS' ADDITIONAL INSURED Insured Means: d. any person or organization to whom any Included Entity is obligated by virtue of a contract or agreement to provide liability insurance such as is afforded by this Policy, but only ( 1 ) to the extent of such obligation; (2)for the operations (other than insurance operations) by or on behalf of that Included Entity or operation of facilities of that Included Entity or use of facilities by that Included Entity; and (3) if the contract or agreement is made prior to a covered Occurrence. CGL2008 of 1 Page 1 Attachment Code: D537505 Certificate ID: 15369579 Brandman University Policy Number: AO6-06Z OTHER INSURANCE (Blanket Contractual Exception) Effective: 9/1/2017 In consideration of the premium charged and subject to all other provisions of this Policy, we agree with the Educational Organization that Paragraph 25. of this Policy is amended to read: 25. This Policy is a primary Policy of insurance. However, this Policy shall be excess over any other valid and collectable primary insurance that applies to an Occurrence covered by this Policy, including such insurance naming the Insured as an "additional insured" and, with respect to the limited coverage provided by paragraphs 10.e.(1) and 10.m.(1 )(b), any domestic or foreign Automobile liability insurance policy, and nothing in this Policy shall be construed to require this Policy to contribute with, or subject this Policy to the terms, conditions or limits of, such other insurance. In addition, this Policy shall always be excess over any other insurance that names any Insured as an "additional insured:" a. if such insurance is also written on an excess basis, we agree with the Insured that this Policy is excess over such insurance; and, b. we shall not share in paying Loss with that other insurance on any basis including but not limited to the ratio of the Limit of Liability of this Policy and the limit of liability of the policy providing "additional insured" coverage. Exception: If, pursuant to Paragraph d. of the Definition of Insured, the Educational Organization has agreed by contract, and only to the extent of such contractual obligation, we agree that this Policy shall be a primary policy, and any insurance maintained by such Insured will be excess of this Policy and shall not be called upon to contribute with it. All other Policy provisions remain the same. CGL636X 6/1/2008 United Educators Insurance, a Reciprocal Risk Retention Group Version Data: 1/27/2016 A~D• CERTIFICATE OF LIABILITY INSURANCE I DATE (1111/DD/YYYY) 6/1/2019 5/21/2018 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 policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Insurance Brokers, LLC CONTACT NAME: 725 S. Figueroa Street, 35th Fl. r~gN,f Ext\: -----I rffc Nol: ~- CA License #OFl5767 E-MAIL Los Angeles CA 90017 ADDRESS: (213) 689-0065 _____ INSURER(S) AFFORDING COVERAGE NAIC# ~ ------- -------· --------INsuRER A: Zenith Insurance Company 13269 ~ -----·--------------- INSURED Brandman University INSURER B: 1446792 --------------------- 16355 Laguna Canyon Drive INSURER_ C_:__ __ ------------------ Irvine CA 92618 INSURER D_: ____ -----·------ ~RER _E__: ___ ---------~ INSURER F: COVERAGES BRAUNOI CERTIFICATE NUMBER· 153894"'8 -REVISION NUMBER· xxxxxxx 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. 1NSR ----------ADDL ISUBR -------------POLICY EFF POLICY EXP -~ -------- LTR TYPE OF INSURANCE IM<:n IIMln POLICY NUMBER 11111/DD/YYYYl 11111100/YYYYl LIMITS COMMERCIAL GENERAL LIABILITY NOT APPLICABLE EACH OCCURRENCE $ xxxxxxx ---D CLAIMS-MADE noccuR U1'1W<UC IO ISCN I CU ---------·- PREMISES (Ea occurrence) $ xxxxxxx -----· -------- MED EXP (Any one person) $ xxxxxxx ------------------ PERSONAL & ADV INJURY $ xxxxxxx ----~ ----------------- GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ xxxxxxx 1 D PRO-DLoc --· ----·- POLICY JECT PRODUCTS -COMP/OP AGG $ xxxxxxx --------~ OTHER: $ AUTOMOBILE LIABILITY NOT APPLICABLE COMBINED SINGLE LIMIT 5 XXXXXXX __ IEa accident\ --- ANY AUTO BOOIL Y INJURY (Per person) $ xxxxxxx -OWNED ~ SCHEDULED AUTOS ONLY AUTOS BOOIL Y INJURY (Per accident) $ xxxxxxx -HIRED t---NON-OWNED PROPERTY DAMAGE -AUTOS ONLY t---AUTOS ONLY lJP~ accident) $ xxxxxxx --- $ xxxxxxx UMBRELLA LIAB HOCCUR NOT APPLICABLE EACH OCCURRENCE $ xxxxxxx ---------- EXCESS LIAB CLAIMS-MADE AGGREGATE $ xxxxxxx DED I I RETENTION$ - -------- $ xxxxxxx WORKERS COMPENSATION N ,~_YER I I OTH-A AND EMPLOYERS" LIABILITY Mll71204 6/1/2018 6/1/2019 X !>J:ATUTE ER --------YIN ANY PROPRIETOR/PARTNER/EXECUTIVE lli] E.L. EACH ACCIDENT s _l.J)_00,Q_QO_ OFFICER/MfcMBER EXCLUOlcD? NIA ------- (Mandatory in NH) E.L. DISEASE -EA_EMPLOYEE s _Ll)!)0,0_OQ_ If yes. describe under -. DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ l 000 000 DESCRIPTION OF OPERATIONS/ LOCATIONS I VEHICLES (ACORD 101. Additional Remarks Schedule, may be attached if more space i& requillld) RE: Professional Services Agreement-City of Carlsbad CERTIFICATE HOLDER 15389428 City of Carlsbad Attn: Debbie Porter 1635 Faraday Ave Carlsbad CA 92008 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPR All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD ACORD8 CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 5/21/2018 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: H the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. H SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~~~~CT Bry_!ll_ RusseH _ Arthur J. Gallagher & Co. PHONE ---- I cM.No): Insurance Brokers of CA. Inc. LIC #0726293 ~oExt): ------------ 505 N. Brand Boulevard, Suite 600 !;lJ~ss: _ B__ryan RusseU@ajg.com ----Glendale CA 91203 INSURER(S) AFFORDING COVERAGE NAIC# ----------- INSURER A: Ze11ilh Insurance Company ---13269 ------------------------ INSURED CHAPUNl-02 INSURERB: Brandman University Attn: Allan Brooks ------- --------------- c/o Chapman University One University Drive INSURERC: -------------- - - ---------- Orange, CA 92866 INSURERD: --------------------------- INSURER E: ------------ - ------------------------ INSURER F: COVERAGES CERTIFICATE NUMBER: 1407804875 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. 1~:: ~--:;.;;;;~;INSURAN~-------AOOL 'SOBR ~---------------POLICY.EFF POLICY EXP ------·----------- ,~en wvn POLICY NUMBER IMII/DDIYYYYl IMII/DDIYYYYl LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ _J CLAIMS-MADE I J OCCUR DAMAGE TO RENTED---~-- --- PREMISl;S (Ea occurrencel $ ------ ---------~ EXP (Any one person)--~$ PERSONAL & ADV INJURY $ ---------------------- GEN'L AGGREGATE LIMIT APPLIES PER: ~E:NERAL AGGREGATE $ -~ POLICY [ l PRO-DLoc ------- JECT ~()DUCTS -COMP/OP AGG $ ---- OTHER: $ AUTOMOBILE LIABILITY ~~BINED SINGLE LIMIT $ --acc_ident) ANY AUTO BODIL y INJURY (Per person) $ --OWNED --SCHEDULED -------------------- AUTOS ONLY AUTOS BOOIL y INJURY (Per acc,dent) $ HIRED NON-OWNED 'l>ROPERTY DAMAGE ---- AUTOS ONLY AUTOS ONLY lJPi,r accxlenl)_ ___ $ ----- $ -UMBRELLA LIAB t~ OCCUR EACH OCCURRENCE $ --"--- EXCESS LIAB CLAIMS-MADE AGGREGATE $ ~--r RETENTION$ f-------------------------- $ A WORKERS COMPENSATION 1111171203 6/1/2017 611/2018 X 1 PER LJ11TH-ANO EMPLOYERS" LIABILITY Y/N STA TUTEc_ EFL__ ----------- ANYPROPRIE TOR/PARTNERIU(ECUTIVl D E.L. EACH ACCIDENT _$_1_.000.000 OFFICER/MEMBER EXCLUDED? N/A -- (Mandatory in NH) _UNSEASE -EA EMPLOYEE $ 1,000._QQ(l_ If yes, describe under ------- DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000.000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Adddional Remarks Schedule. may be attached if more space is required) RE: Professional Services Agreement-City of Carlsbad. Evidence of Insurance. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carlsbad ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Debbie Porter 1635 Faraday Ave AUTHORIZED REPRESENTATIVE Carlsbad CA 92008 /!-/ ~t/ ~ I . ..,..,,,~~;m) ·iad.. / © 1988-2015 ACORD CORPORATION. All rights resetved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Memorandum Date: September 23, 2021 From: Reagan Forlenzo Subject: UMass Global Announcement I am pleased to advise you that our affiliation with the University of Massachusetts is now complete, and we have officially adopted our new name, UMass Global. The change to UMass Global was effective as of September 1, 2021, ending our long and productive affiliation with Chapman University. As a non-profit affiliate of the University of Massachusetts, we will deliver expanded online education opportunities to adult learners across the nation and around the globe. Under this new relationship, the two institutions will leverage each other’s relationships, skills, and expertise to deliver superior hybrid and online higher education opportunities for working adults. We consider this to be a transformational public-private partnership in the higher education space. As mentioned, we have changed our name to “UMass Global”. However, we remain a stand- alone non-profit California corporation, and this transition and corresponding name change will not affect our existing contractual relationships, which will stay in place and remain enforceable by both parties in accordance with their existing terms. For your information, please find attached the official press release announcing the establishment of UMass Global. If you have any questions, please feel free to contact me at your convenience. Best regards, Reagan Forlenzo Director of Corporate Training, Business, Technology & Dual Credit School of Extended Education T 949.383.3303 | F 949.754.1337 rforlenz@umassglobal.edu 16355 Laguna Canyon Road • Irvine, CA 92618 • 949-341-7669 • www.umassglobal.edu FOR IMMEDIATE RELEASE Brandman University affiliates with University of Massachusetts, becomes UMass Global UMass Global to keep campuses in California, Washington while expanding enrollments nationwide IRVINE, Calif. (Sept. 2, 2021) – Brandman University, a private nonprofit institution specializing in degrees, credentials and certificates for working adults, today announced its transition from the Chapman University System to a new affiliation with the University of Massachusetts. This development resulted in Brandman adopting a new name – University of Massachusetts Global. As UMass Global, the university will retain its standing as a private nonprofit university headquartered in Irvine, California and maintain its West Coast sites while delivering expanded online education opportunities to adult learners in Massachusetts, across the nation, and around the globe. Through its 25 physical campuses located in California and Washington, six of which are connected to military bases, and its fully online campus, UMass Global will seamlessly serve the 22,000 students who currently are enrolled at Brandman University, about 14,000 of whom are degree-seeking students. “UMass Global will create a formidable offering at a time when working adults and underserved communities need better options to complete their educations,” said UMass Global Chancellor Gary Brahm, “UMass is an exemplary university system. By coming together, we will leverage each other’s relationships, skills, and expertise to deliver reputable academic programs from coast to coast. A UMass Global diploma will serve our graduates well.” Brahm previously served as chancellor for Brandman University. UMass Global will focus on strengthening the university’s relationships with school districts, community colleges, military, and public and private employers. As a national leader in advocating for partnerships with major U.S. employers that offer low or no- cost college as an employee benefit, the university serves employees of the Automobile Club of Southern California, and through Guild Education: Chipotle Mexican Grill, Discover Financial Services, Disney, Target, and Walmart. Credentialing programs for teachers who aspire to serve in California public schools will continue seamlessly under the banner of UMass Global. The California Commission on Teacher Credentialing approved the programs’ continuation in February 2021, and its action also applies to credentialing programs for school administrators, counselors, and psychologists, as well as authorizations for teachers serving special education students and English language learners. All other programs that require special accreditations including nursing, social work will also continue seamlessly. ### Terri M. Carbaugh 916-801-8300 || Carbaugh@UMassGlobal.edu Andrew Edwards 909-261-6701 || Edwards1@UMassGlobal.edu About the University of Massachusetts Global About the University of Massachusetts