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HomeMy WebLinkAbout305411 Agreement #EW/CW-2017-08 Training Services Agreement This Agreement is made this day of _________, ________ by and between The Regents of the University of California ("University"), on behalf of its Davis campus UC Davis Extension and COUNTY OF FRESNO (“User”). RECITALS WHEREAS, University is a public education institution accredited by the Western Association of Schools and Colleges, and has developed a human and social services training program (“Program,”) and WHEREAS, User wishes to obtain major skills training courses for User’s personnel who provide related services in fulfillment of their goals and objectives (Exhibit B); NOW, THEREFORE, the parties agree as follows: 1. University shall present Program as set forth in Exhibit A and B, attached here to and by this reference incorporated herein. a. Limit on attendance. No more than 30 persons per course session may attend without the prior written approval of the University. b. Reschedule/cancel of class. If User reschedules or cancels any training class within 10 calendar days of start date, User shall pay for all expenses incurred up to the date on which University receives notice of the reschedule or cancellation. 2. Term. The term of this Agreement shall be from July 1, 2017 through June 30, 2019. All courses must be completed by June 30, 2019. 3. Termination. Either party may terminate this Agreement by giving thirty (30) days’ written notice to the other party. 4. Alteration, Amendment. No alteration of the terms of this agreement shall be valid or binding upon either party unless made in writing and signed by both parties. This Agreement may be amended at any time by mutual agreement of the parties, expressed in writing and signed by both parties. Agreement #EW/CW-2017-08 2 5. Fee & Payment. User shall pay University as set forth in Exhibit A, but in no event shall User pay University more than $729,300 during the term of this Agreement. University will invoice User in arrears no more often than monthly for training completed. User shall pay University within thirty days (30) of User’s receipt of University invoice. Failure to pay within thirty days may be deemed a material breach of this Agreement and good cause for termination. 6. Indemnification. Each party shall defend, indemnify and hold the other party, its officers, employees and agents harmless from and against any and all liability, loss, expense including reasonable attorneys' fees, or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of the indemnifying party, its officers, agents, or employees. 7. Insurance. University is self-insured under California law. University shall maintain this program of self-insurance throughout the term of this Agreement with retentions as follows: a. General Liability (and professional liability) coverage with a per occurrence limit of a minimum of one million dollars ($1,000,000). b. Auto Liability including non-owned automobiles, with a minimums as follows: 1) Bodily injury a) Per person $1,000,000 b) Per accident $1,000,000 2) Property damage $1,000,000 c. Workers Compensation insurance in accordance with California state law. d. Employer’s Liability coverage in the amount of one million dollars ($1,000,000). If requested by User in writing University shall provide, upon receipt of a fully-executed Agreement, a Certificate of Self-Insurance naming User, its officers, agents, and employees, individually and collectively as additional insured (except for Worker's Compensation Insurance) for services provided under this Agreement. Coverage shall apply as primary insurance and any other insurance or self-insurance maintained by the User, its officers, agents, and employees should be excess only. This insurance shall not be canceled or changed without a minimum of thirty (30) days advance, written notice given to User. 8. Confidentiality of information about individuals. University agrees to safeguard names and addresses of individuals received through the performance of this Agreement in accordance with Welfare and Institution Code Section 10850. 9. Use of University name. User shall not use the name of the University in any form or manner in advertisements, reports or other information released to the public without the prior written approval of University. 10. Relationship of parties. It is expressly understood and agreed that this Agreement is not intended and shall not be construed to create the relationship of agent, servant, employee, partnership, joint venture or association between the parties. Agreement #EW/CW-2017-08 3 11. Notice addresses. All notices under this Agreement shall be effective only if made in writing and delivered by personal service or by mail and addressed as follows. Either party may, by written notice to the other, change its own mailing address. University: User: Financial Services County of Fresno UC Davis Extension Department of Social Services 1333 Research Park Drive PO Box 1912 Davis, CA 95618 Fresno, CA 93718-1912 Additional University: Additional County: Center for Human Services (If Applicable) UC Davis Extension 1632 DaVinci Ct Davis, CA 95618 12. Force majeure. In the event that performance by a party is rendered impossible by reason of strikes, lockouts, labor disputes, acts of God, governmental restrictions, regulations or other causes beyond the reasonable control of that party, performance shall be excused for a period commensurate with the period of impossibility. University is a land-grant institution with a mission of teaching, research, public service and patient care, and it is required to recover the full cost of providing services to non- University entities such as User, and as a non-profit entity, makes no profit. Therefore, University does not have reserves from which to pay for expenditures made on behalf of User for which it is not reimbursed. In the event of a force majeure, User shall be responsible for payment of all expenses incurred to the point at which University gives or receives notice of the impossibility. If the impossibility becomes permanent, University will make best efforts to cancel or mitigate all outstanding financial commitments, and User shall be responsible for the cost of any remaining obligations. 13. Assignment. This Agreement shall be binding upon the successors and assigns of the parties. Neither party may assign the Agreement without the prior written permission of the other party. 14. Nondiscrimination. University agrees not to discriminate in the provision of service under this agreement on the basis of race; color; religion; marital status; national origin; ancestry; sex; sexual orientation; physical or mental handicap; medical condition; political affiliation; status as a Vietnam-era veteran or disabled veteran; or, within the limits imposed by law or University regulations, because of age or citizenship. University is an affirmative action/equal opportunity employer. 15. Conflict of Interest. The parties to this Agreement have read and are aware of the provisions of Government Code section 1090 et seq. and section 87100 relating to conflict of interest of public officers and employees. University represents that it is Agreement #EW/CW-2017-08 4 unaware of any financial or economic interest of any public officer of employee of User relating to this Agreement. It is further understood and agreed that if such a financial interest does exist at the inception of this Agreement, User may immediately terminate this Agreement by giving written notice. 16. Waiver of Rights. No delay or failure of either party in exercising any right, and no partial or single exercise of any right, shall be deemed to constitute a waiver of that right or any other right. 17. Headings. The headings and captions contained in this Agreement are for convenience only, and shall be of no force or effect in construing and interpreting the provisions of this Agreement. 18. Severability of Terms. In the event of any conflict between any provisions of this Agreement and any applicable law, rule or regulation, this agreement shall be modified only to the extent necessary to eliminate the conflict and the rest of the agreement shall remain unchanged and in full force and effect. 19. Governing law. The laws of the State of California shall govern this Agreement. 20. Integrated agreement. This Agreement constitutes the entire understanding between the parties respecting the subject matter contained herein and supersedes any and all prior oral or written agreements regarding such subject matter. Signature page follows: Agreement #EW/CW-2017-08 7 EXHIBIT A TRAINING PROGRAM 1. 144.00 Unit(s) of training in the subject areas selected by the agency from the UC Davis Extension curriculum for Eligibility Workers. 2. 56.00 Unit(s) of training for Child Welfare Workers. 3. University will provide the following: a. Needs assessment, curriculum planning and implementation. b. Instructional and student services. c. Instructional materials. d. Evaluation and feedback. e. Continuing education credit. f. Off-site training site and audio-visual equipment when on-site facility and equipment are not available. (Extra training units may be charged.) g. Food and non-alcoholic beverages when requested by the User in writing. (Extra training units may be charged.) h. Any other items when requested by the User in writing and approved by University. (Extra training units may be charged.) 4. User will provide the following: a. Training facility and audio-visual equipment. b. On-site coordination of training. Total cost of EW training under this agreement is $ 612,000.00 Total cost of CW training under this agreement is $ 238,000.00 University’s in-kind contribution for EW training $ 61,200.00 University’s in-kind contribution for CW training $ 59,500.00 User’s share of cost for EW training $ 550,800.00 User’s share of cost for CW training $ 178,500.00 Agreement #EW/CW-2017-08 8 EXHIBIT B COUNTY OF FRESNO DEPARTMENT OF SOCIAL SERVICES GOAL AND OBJECTIVES County of Fresno, Department of Social Services (DSS) training needs in Eligibility and Employment Services will focus on Customer Services, Project Management, Domestic Violence and Substance Abuse, and Working Cooperatively. DSS training needs in Child Welfare will focus on Permanency Planning, Documentation, and Domestic Violence and Substance Abuse. The training in Fiscal Year 2017-18 and Fiscal Year 2018-19 will increase DSS staff’s knowledge and skills so that they may work more effectively with clients and other staff. As such, UC Davis will be responsible for the following: 1. Provide training from 8:00 a.m. to 5:00 p.m. for DSS staff that will enhance their understanding of their roles within DSS and how to effectively communicate with clients and other staff. 2. Design training curriculums that will meet the needs of DSS staff to optimize the use of available resources. 3. Provide continuing training for experienced DSS staff that corresponds with changes in program regulations. 4. Assist DSS Staff Development Training Unit with coordinating services and providing information on continuing education credits. 5. Provide DSS with attendance rosters and evaluation outcomes in timely manner. 6. Provide all requested program services information timely as required by DSS. 7. Provide a maximum of 200 training days as specified in Exhibit A. At DSS’ sole discretion, DSS may elect to have training on site or off site. DSS shall only compensate University for actual training giving on site or off site and University shall only invoice accordingly.