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HomeMy WebLinkAboutMiraCosta Community College District; 2023-01-09; PSALCA-23089LIBPSALCA-23089LIB City Attorney Approved Version 8/2/2022 1 AGREEMENT FOR ENGLISH AS A SECOND LANGUAGE INSTRUCTIONAL SERVICES MIRACOSTA COMMUNITY COLLEGE DISTRICT THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 20____, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and MiraCosta Community College District, a California public community college, ("Contractor”) (collectively, the “Parties”.) RECITALS A. City requires the professional services of a Contractor that is experienced in providing English as a Second Language instructional services. B. City recognizes the value of the Contractor providing English as a Second Language (“ESL”) classes to address English listening, speaking, reading and writing with a focus on conversational skills, pronunciation, grammar, and digital literacy. C. The California Library Services Act, within the California Code of Regulations, promotes the ideal that “information services of public libraries be provided free of charge.” In support of that statement, the City and its Library considers only those events contracted to Contractor that are free and open for enrollment to the public to be partnership programs and as such, the City will support these programs through the complimentary use of approved City facilities, the contribution of staff resources to reserve classroom space, assistance with classroom set up and take down for each session. D. Contractor has the necessary experience in providing these professional services, has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the “Services”) that are defined in Exhibit “A” and Exhibit “B”, attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM This Agreement will be effective for a period of two (2) years from the date first above written. 3. COMPENSATION The total fee payable for the Services to be performed will be zero dollars ($0). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. 4. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor’s independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. DocuSign Envelope ID: 6CB08166-6A03-4404-AFCA-D39FDCD9DF1E January 9th 23 PSALCA-23089LIB City Attorney Approved Version 8/2/2022 2 5. 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. 6. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non- admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims- made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City’s execution of this Agreement. 7. 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 For Contractor Name Suzanne Smithson Name Beatriz Aguilar Title Library & Cultural Arts Director Title Director, Noncredit and Adult Education Programs Department Library & Cultural Arts Address 1 Barnard Drive City of Carlsbad Oceanside, CA 92056 Address 1775 Dove Lane Phone No. 760-795-8717 Carlsbad, CA 92011 Email baguilar@miracosta.edu Phone No. 442-339-2011 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. DocuSign Envelope ID: 6CB08166-6A03-4404-AFCA-D39FDCD9DF1E PSALCA-23089LIB City Attorney Approved Version 8/2/2022 3 8. 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. Yes No 9. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 10. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. 11. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 12. JURISDICTIONS AND VENUE Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 13. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 14. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. \\\ \\\ \\\ \\\ \\\ \\\ DocuSign Envelope ID: 6CB08166-6A03-4404-AFCA-D39FDCD9DF1E □ ■ PSALCA-23089LIB City Attorney Approved Version 8/2/2022 4 15. 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 CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) SUZANNE SMITHSON Library & Cultural Arts Director As Authorized by the City Manager TIMOTHY FLOOD, VP MiraCosta College District (print name/title) ATTEST: By: (sign here) For SHERRY FREISINGER City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A. Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: For CINDIE K. McMAHON, City Attorney By: Deputy / Assistant City Attorney DocuSign Envelope ID: 6CB08166-6A03-4404-AFCA-D39FDCD9DF1E PSALCA-23089LIB City Attorney Approved Version 8/2/2022 5 EXHIBIT “A” SCOPE OF SERVICES Contractor shall deliver 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. The curriculum shall support the learning needs of beginning as well as intermediate level students. Contact Information: Contractor- • Dean, Community Learning Center, Continuing and Community, John Makevich, 760.795.8701, jmakevich@miracosta.edu • Director, Noncredit and Adult Education Programs, Beatriz Aguilar, 760.795.8717, baguilar@miracosta.edu City- • Community Outreach Supervisor, Carrie Scott, 442-339-5515, carrie.scott@carlsbadca.gov • Deputy Library Director, Katie Nye, 442-339-2094, katie.nye@carlsbadca.gov • Library Learning Center main # 442-339-5500 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. DocuSign Envelope ID: 6CB08166-6A03-4404-AFCA-D39FDCD9DF1E PSALCA-23089LIB City Attorney Approved Version 8/2/2022 6 • 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 Parties 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 and computer lab 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. • The Contractor shall leave all facilities in a clean and orderly condition after each classroom session and shall be responsible for any breakage or repairs. Deliverables: All class information deliverables shall be coordinated and provided in advance of the class start date to the City’s Community Outreach Supervisor Carrie Scott or designee, 30 days in advance of class start date. To include: • Class name and description • Maximum number of participants allowed • Class parameters e.g., number of classes per week for total number of weeks • School term and class start and end dates Health & Safety: During the COVID-19 health-related pandemic, all activities occurring at City facilities, all Parties must adhere to the guidance from the state, county, and local authorities on health and safety protocols. City staff will inform Contractor what the current guidelines are prior to their arrival and entering any City facility. Safety protocols may include, but are not limited to, hand washing, temperature testing, requiring face covering, maintaining physical distancing of six feet. The safety protocols may be modified at any time due to changing rules, regulations, or circumstances. \\\ \\\ \\\ \\\ DocuSign Envelope ID: 6CB08166-6A03-4404-AFCA-D39FDCD9DF1E PSALCA-23089LIB City Attorney Approved Version 8/2/2022 7 EXHIBIT “B” Carlsbad City Library Learning Center and MiraCosta College ESL Partnership Program Welcome to the Learning Center! We provide many services which include Spanish, English, bilingual and literacy materials; children’s programs; concerts and family events; book clubs and public computers. We are happy to have you and hope that you enjoy using our facilities. Library staff are available to visit the classroom to share more information about our services. Space: Room 14 and the computer lab will be provided during class times. Rooms will not be available during City holidays or other times when the library is closed. Library staff will set up the rooms to the requested layout. Tables, chairs, podium, white board, markers and a locking cabinet are provided. Please ask for the cabinet key at the front desk when you arrive and return it when you leave. An LCD projector, computer, and document camera are available for use in Room 14. If the ESL instructor wishes to bring in a laptop, please inform library staff in advance. Incidental copies and prints (fewer than 10) may be made by a staff member or in the lab. A copier for larger jobs is available on the first floor for a fee. Referrals, Enrollment, and Attendance: Prospective ESL students may be referred by library staff and Contractor. Students enroll directly with Contractor. Student absences should be communicated directly to Contractor. Classes have open enrollment with the maximum number of students set by the agreement. Library Cards and Collection: A benefit of the partnership is the introduction of new users to the library and literacy collections. All participants are encouraged to apply for a free Carlsbad City Library card and use the collection. A Carlsbad City Library card in good standing with a signed Computer User Agreement is required to use the computer lab. Computer Use Outside of the Class: Public computers are available downstairs. Computer use is free and requires a Carlsbad City Library card in good standing with a signed Computer User Agreement. Free Wi-Fi is available if students wish to use their own devices. Food and Drinks: Participants may bring their own food and drink into the classroom, according to the library’s Rules of Conduct. A drinking fountain is available next to the restrooms. No food or drink are allowed in the computer lab. Children: Children are not allowed in the classroom. The library does not provide childcare. Please refer to the attached Library Rules of Conduct regarding unattended children. Privacy: Participation in the Literacy Services program and the ESL partnership classes is confidential. ESL participants are asked not to visit the literacy classrooms and tutor/learner alcove and vice versa when class is in session. Supplies in the tutor/learner alcove are for use by literacy program participants during their tutoring sessions. Transition to Literacy Services: ESL participants who have developed conversational English skills are encouraged to enroll in Literacy Services. Potential learners should contact a library staff member for information. Learners may be enrolled in both literacy and ESL classes simultaneously. Literacy Services – Carlsbad City Library Learning Center – version 9/22/2022 DocuSign Envelope ID: 6CB08166-6A03-4404-AFCA-D39FDCD9DF1E DocuSign Envelope ID: 6CB08166-6A03-4404-AFCA-D39FDCD9DF1E SANDIE-134 BFENG ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDD/YYYY) ~ 12/23/2022 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 License # 0C36861 22ijIAcT Sharon Robbins San Diego-Alliant Insurance Services, Inc. PHONE I FAX 701 B St 6th Fl (A/C, No, Ext): (A/C,No): San Diego, CA 92101 ~ild~ss-Sharon.Robbin s@alliant.com INSURERISl AFFORDING COVERAGE NAIC# INSURER A: San Diego County School Risk Management Joint Powers Authorlt 00000 INSURED INSURER B: San Diego County Schools/JPA INSURER C: MiraCosta Comm College District One Barnard Drive, Mail Station 6 INSURER D: Oceanside, CA 92056 INSURER E: INSURER F: 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 TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR ltJSD "" D llllllQQNVVY\ llllllQQIVVVVI A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 5,000,000 ~ D CLAIMS-MADE [K] OCCUR DAMAGE TO RENTED Included SDJPA070122 7/1/2022 7/1/2023 PREMISES /Ea occurrencel s X $1,000,000 SIR MED EXP (Anv one person) s Included X EPL-Wrongful Acts PERSONAL & ADV INJURY $ Included - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s 8,000,000 zi □PRO· D Loc 8,000,000 POLICY JECT PRODUCTS • COMP/OP AGG $ OTHER: PROF LIAB s Included A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT /Ea accidentl s 5,000,000 X ANY AUTO SDJPA070122 7/1/2022 7/1/2023 BODILY INJURY (Per person) s -OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ --X HIRED X NON-OWNED iP~?~fc~d~~t?AMAGE s AUTOS ONLY -AUTOS ONLY X $1,000,000 SIR s UMBRELLA LIAB H OCCUR EACH OCCURRENCE s ~ EXCESS LIAB CLAIMS-MADE AGGREGATE s OED I I RETENTION s s A WORKERS COMPENSATION X I ~~fTUTE I I OTH· AND EMPLOYERS' LIABILITY ER YIN JPA MOC 7/1/2022 7/1/2023 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE [[] E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? NIA 1,000,000 (Mandatory in NH) E.L. DISEASE · EA EMPLOYEE s If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE· POLICY LIMIT s 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached ii more space Is required) Certificate is subject to policy limits, conditions and exclusions. Policy A is a Self-Insured Reinsurance Program over Named Insureds Memorandum (MOC) of Coverage. 90-day notice of cancellation,10 days for non-pay. Improper Sexual Conduct included under policy A. EPLI-Wrongful Acts included under General Liability. 60-day notice of cancellation for Workers' Compensation. Workers' Compensation subject to $100,000 SIR. Re: Use of facilities for Delivering ESL classes at City of Carlsbad locations -Certificate holder is named as Additional Insured (GL) per the attached form. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1200 Carlsbad Village Drive Carlsbad, CA 92008 AUTHORIZED REPRESENTATIVE --1Jlf {1Av-' [7J.il~ I ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 6CB08166-6A03-4404-AFCA-D39FDCD9DF1E 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 in sured 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. #SDJPA070122 July 1, 2022 to July 1, 2023 MOC Effective 7 .1.22