HomeMy WebLinkAboutA-23-341 Agmt with Regents of UC Davis.pdf Agreement No. 23-341
UC Davis Agreement#A73584
CPE Agreement# GENT-2023-08
Control# C000114432
TRAINING SERVICES AGREEMENT
(COUNTY OF FRESNO DEPARTMENT OF SOCIAL SERVICES)
THIS AGREEMENT ("Agreement") is made and entered into by and between THE REGENTS OF
THE UNIVERSITY OF CALIFORNIA ("University"), on behalf of its Davis Campus Continuing and
Professional Education (the "CPE") and COUNTY OF FRESNO, ON BEHALF OF ITS
DEPARTMENT OF SOCIAL SERVICES ("User").
RECITALS
WHEREAS, The CPE has been established and is maintained to support University's pursuit of its
constitutional objectives of instruction, research, and public service; and
WHEREAS, University is a public education institution accredited by the Western Association of
Schools and Colleges, and has developed a 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", if applicable);
NOW, THEREFORE, University shall furnish the following services to User.
TERMS AND CONDITIONS
1. Services: University shall present the program ("Program") as more fully described in"Exhibit
A", attached hereto and incorporated herein (collectively, the "Services"). Additional work shall
be performed only if authorized in advance by written amendment to this Agreement executed by
both parties. To the extent that any provision of Exhibit A is inconsistent with this Agreement,
this Agreement shall take precedence.
a. Limit on attendance: No more than thirty (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 ten
(10) calendar days of the Program 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, 2023 and continue through June 30,
2025. All courses must be completed by June 30, 2025.
3. Payment: User shall pay University for Service as set forth in "Exhibit A", attached hereto and
incorporated herein. CPE will provide User thirty (30) days' written notice of any proposed rate
change and an option to amend or terminate the Agreement. User shall pay for Services within
UCD#A73584
Page 1 of 9
CPE Agreement# GENT-2023-08
Control# C000114432
thirty(30) days of User's receipt of University's invoice. CPE reserves the right to suspend
performance of Services if User fails to make payment in full within sixty (60) days.
4. Rules, Regulations, Policies and Guidelines: When on University property, User agrees to
comply with all federal, state and local laws and University policies, as well as guidelines from
the Centers for Disease Control and Prevention, state, county and other local state public health
officials and University health and wellness standards, which may change from time-to-time
with little or no notice. User is responsible for ensuring that its directors, officers, agents,
employees, and participants who will participate in the Services at University property, comply
with all applicable requirements.
5. Indemnification: The parties agree to defend, indemnify and hold one another harmless from
and against any and all liability, loss, expense, attorneys' fees, or claims for injury or damages
arising from 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,
students, or employees.
6. 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:
i. Bodily injury
1. Per person $1,000,000
2. Per accident $1,000,000
ii. 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).
e. 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.
f. 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.
UCD#A73584
Page 2 of 9
CPE Agreement# GENT-2023-08
Control# C000114432
g. Upon University's request, User shall provide University written evidence of User's
insurance coverage relevant to the presence or activity of User, its officers, agents, and
employees while in, on or about University property or in connection with this
Agreement. In the event User's coverage is not acceptable to University, University shall
have the right to immediately suspend Services. If User fails to provide acceptable
insurance within ten(10) days after University's written notice,University may terminate
this Agreement.
7. Non-Liability of University:
a. Consequential Damages: University shall not be liable for any loss of profits, claims
against User by any third party, or consequential damages.
b. Delay/Desired Result: University shall incur no liability to User or to any third party for
any loss, cost, claim or damage, either direct or consequential, arising from University's
delay in performance or failure to perform Services, or failure to achieve a desired result.
C. Liability Limitation: University's liability for damages shall not exceed the total of all
charges paid by User.
8. Confidential Information: During the course of this Agreement, User may provide University
with information, data, or material that it regards as proprietary or confidential. Such
information shall be marked or stamped"CONFIDENTIAL INFORMATION". If
communicated orally to University, User shall submit confirmation in writing within five (5)
days of such disclosure. Notwithstanding, the foregoing, 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.
a. University's's Obligation: University shall treat User's Confidential Information in the
same manner as University treats its own similar information. Upon User's written
request, University shall use reasonable means to protect User's Confidential Information
by means not normally employed by University, however, University shall have no
obligation to comply with any such request by User. Should such protection occur, any
related costs shall be borne by User. University shall not be liable for inadvertent
disclosure of Confidential Information provided University has exercised reasonable care.
b. Exempt Information: Confidential Information does not include information that is (i)
not exempt from disclosure under the California Public Records Act (Calif. Gov. Code
sec. 6250 et seq.); (ii) otherwise available to the public; (iii)rightfully received from a
third party not in breach of an obligation of confidentiality; (iv) independently developed
by University; (v)previously known to University; or(vi)produced in compliance with a
court order or when required by law. University shall give reasonable notice to User that
Confidential Information is being sought by a third party, to afford User an opportunity to
UCD#A73584
Page 3 of 9
CPE Agreement# GENT-2023-08
Control# C000114432
limit or prevent disclosure. Any defense against disclosure shall be at User's sole
initiative, risk, cost, and expense. University is not obligated to participate in any defense
against such request for disclosure. Upon User's request, University agrees to cease
using all Confidential Information and to return it promptly to User.
c. Time Limitation: University shall not divulge User's Confidential Information for a
period of three (3) years following termination of this Agreement, or earlier if User
makes or allows its Confidential Information to become public knowledge, or by
communicating such Confidential Information to a party not bound by an obligation of
confidentiality.
d. Disposition of Confidential Information: Upon completion of Services or termination of
this Agreement,by User's written request, University shall return any Confidential
Information. Absent such request, CPE shall destroy or dispose of it according to its
established procedures.
9. Disclaimer of Warranty: UNIVERSITY MAKES NO WARRANTY AS TO RESULTS TO BE
OBTAINED BY USER FROM THE USE OF ANY SERVICES AND/OR FACILITIES
PROVIDED BY UNIVERSITY UNDER THIS AGREEMENT. THERE ARE NO EXPRESS
OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
10. University's Right to Use Data: University shall have the unrestricted right to use for its own
purposes, including publication, any data or information which it may develop in connection
with or as a result of performing the Services described in Exhibit A.
11. Ownership of Workshop Deliverables: University shall own and retain all rights, including
copyrights, in all course materials and other works prepared by University under this Agreement.
12. Use of University's Name: User shall not use the name or mark of University in any form or
manner in advertisements, reports, or other information released to the public without the prior
written approval of University.
13. Termination: Either party may terminate this Agreement at any time by giving the other party
thirty(30) calendar days' written notice of such action.
14. Force Majeure: Neither party shall be liable for delays due to causes beyond the party's control,
including,but not limited to, acts of God, war,public enemy, civil disturbances, earthquakes,
fires, floods, epidemics, pandemics, quarantine restrictions, strikes, freight embargoes, rolling
blackouts, terrorist threats or actions on University property and unusually severe weather,
performance shall be excused for a period commensurate with the period of impossibility.
UCD#A73584
Page 4 of 9
CPE Agreement# GENT-2023-08
Control# C000114432
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.
15. Federal Contract Compliance: If this Agreement is funded wholly or in part with by a grant or
contract from an agency of the federal government, University shall comply with all terms and
conditions applicable to recipients of such funds and their contractors.
16. Conflict of Interest: User affirms that, to the best of User's knowledge, no University employee
who has participated in University's decision-making concerning this Agreement has an
"economic interest" in this Agreement or User. A University employee's "economic interest"
means:
a. An investment worth $2,000 or more in User or its affiliate;
b. A position as director, officer,partner, trustee, employee or manager of User or its
affiliate;
c. Receipt during the past 12 months of$500 in income or $440 in gifts from User or its
affiliate; or
d. A personal financial benefit from this Agreement in the amount of$250 or more.
In the event of a change in these economic interests, User shall provide written notice to
University within thirty(30) days after such change, noting such changes. User shall not be
in a reporting relationship to a University employee who is a near relative, nor shall a near
relative be in a decision-making position with respect to User.
17. Tobacco-free Campus: University is a tobacco-free institution. Use of cigarettes, cigars, oral
tobacco, electronic cigarettes and all other tobacco products is prohibited on all University
owned or leased sites.
18. Equal Opportunity Affirmative Action: University will abide by the requirements set forth in
Executive Orders 11246 and 11375. Where applicable, University will abide by 41 CFR §§ 60-
1.4(a), 60-300.5(a) and 60-741.5(a), incorporated by reference with this statement: "This
contractor and subcontractor shall abide by the requirements of 41 CFR§§ 60-1.4(a), 60-
300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified
individuals based on their status as protected veterans or individuals with disabilities, and
UCD#A73584
Page 5 of 9
CPE Agreement# GENT-2023-08
Control# C000114432
prohibit discrimination against all individuals based on their race, color, religion, sex,
sexual orientation, gender identity, or national origin. Moreover, these regulations require
that covered prime contractors and subcontractors take affirmative action to employ and
advance in employment individuals without regard to race, color, religion, sex, sexual
orientation, gender identity, national origin, protected veteran status or disability." With
respect to activities occurring in the State of California, University agrees to adhere to the
California Fair Employment and Housing Act. University will provide User on request a
breakdown of its labor force by groups as specified by University, and will discuss with
University its policies and practices relating to its affirmative action programs. University will
not maintain or provide facilities for employees at any establishment under its control that are
segregated on a basis prohibited by federal law. Separate or single-user restrooms and necessary
dressing or sleeping areas must be provided, however, to ensure privacy.
19. CANRA: University represents and warrants that it complies with the California Child Abuse
and Neglect Reporting Act("CANRA"). Failure to comply with CANRA will constitute a
material breach of the Agreement and be grounds for termination.
20. Notices: Notices shall be directed to the appropriate parties at the following addresses:
UNIVERSITY USER
Jennifer Lowery Julie Watts
Program Analyst Staff Analyst
Continuing& Professional Education County of Fresno
University of California, Davis Department of Social Services
463 California Avenue 205 W. Pontiac Way
Davis, CA 95616 Clovis, CA 93612
E-mail: jndavis@ucdavis.edu E-mail: jwatts@fresnocountyca.gov
ADDITIONAL UNIVERSITY ADDITIONAL USER
Human Services Carmen Sanchez-Sauceda
Custom Training and Services Social Services Program Manager
Continuing& Professional Education County of Fresno
University of California, Davis Department of Social Services
463 California Avenue 205 W. Pontiac Way
Davis, CA 95616 Clovis, CA 93612
E-mail: E-mail: csanchersauceda@fresnocountyca.gov
UCDE-CTS@ou.ad3.ucdavis.edu
21. Attorneys' Fees: If any action at law or equity is brought to enforce or interpret the terms of this
Agreement, including collection of delinquent payment, the prevailing party shall be entitled to
reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to
which it may be entitled.
UCD#A73584
Page 6 of 9
CPE Agreement# GENT-2023-08
Control # C000114432
22. Relationship of the Parties: The parties to this Agreement shall be and remain at all times
independent contractors, neither being the employee, agent, representative, or User of the other
in their relationship under this Agreement.
23. Governing Law: This Agreement shall be construed pursuant to California law.
24. Amendment: No change in any term or condition of this Agreement shall become effective
unless by amendment in writing signed by both parties.
25. Severability: If a provision of this Agreement becomes, or is determined to be, illegal, invalid,
or unenforceable, that will not affect the legality, validity, or enforceability of any other
provision of the Agreement or of any portion of the invalidated provision that remains legal,
valid, or enforceable.
26. Entire Agreement: The terns of User's addendum or purchase order shall have no effect on the
terms and conditions of this Agreement. This Agreement contains all of the terms and conditions
applicable to the Services provided hereunder and constitutes the entire understanding of the
parties respecting the subject matter hereof, superseding any prior understanding or Agreement
between them, written or oral, regarding the same subject matter.
AGREED AND ACCEPTED:
THE REGENTS OF THE COUNTY OF FRESNO
UNIVERSITY OF CALIFORNIA
Steven Digitally signed by Steven
Kobayashi
Kobayashi Date:2023.0 13:04:04 B
By: -0��00' - y.
Steven Kobayashi Sal ui t o, hairman of the Board of
Associate Director Supervisors of the County of Fresno
Procurement & Contracting Services
UC Davis /
Date: June 27, 2023 Date: l0/ZU/Z
ATTEST:
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno, Stat�]e of California
By: c -t -, J—Gc .
UCD#A73584
Page 7 of 9
CPE Agreement#GENT-2023-08
Control#C000114432
EXHIBIT A
TRAINING PROGRAM
1. 200.00 Unit(s) of training in the subject areas selected by the agency from the UC
Davis Continuing and Professional Education curriculum.
2. 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.)
i. Per client request, 7% cost share shall be applied only to actual expenses incurred
under this contract.
3. User will provide the following:
a. Training facility and audio-visual equipment.
b. On-site coordination of training.
Training Units CHS Daily Rate
100.00 $ 4,250.00 $425,000.00 Total Contract Amount
($29,750.00) Less CPE 7% Cost Share
$395,250.00 Total Client Contract Share
FY 23-24
Training Units CHS Daily Rate
100.00 $ 4,250.00 $425,000.00 Total Contract Amount
($29,750.00) Less CPE 7% Cost Share
$395,250.00 Total Client Contract Share
FY 24-25
UCD#A73584
Page 8 of 9
CPE Agreement#GENT-2023-08
Control#C000114432
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 2023-24 and Fiscal Year 2024-25 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 given on site or off site and University
shall only invoice accordingly.
UCD#A73584
Page 9 of 9