HomeMy WebLinkAboutAgreement A-17-293 with Regents of University of CA (Vital Statistics).pdfRev. 10/30/14 Page 1 of 5 Agreement______________
University of California, Santa Barbara
Invoice: C10-18-01-TA
AVSS TECHNICAL ASSISTANCE AGREEMENT
This AVSS Technical Assistance Agreement (hereinafter “Agreement”), effective as of July 1 st, 2017
(hereinafter the “Effective Date”), is made by and between THE REGENTS OF THE UNIVERSITY OF
CALIFORNIA, a California public corporation, (hereinafter the “University”) on behalf of the Institute for Social,
Behavioral, and Economic Research at its Santa Barbara campus and the County of Fresno, on behalf of its Department
of Public Health (hereinafter the “Licensee”), who holds a current and valid license from the University to possess and
use the computer program known as the “Automated Vital Statistics S ystem” (hereinafter “AVSS”).
The University agrees to provide the following maintenance and technical assistance services related to the
AVSS program, under the terms and conditions contained herein:
1. SCOPE OF SERVICES TO BE PROVIDED
1.1 The University shall provide technical consultation by telephone, Monday through Friday between
the hours of 8 a.m. and 5 p.m. Pacific Time, to diagnose problems and to offer advice on AVSS operations.
1.2 The University shall make every reasonable effort to correct AVSS-related problems brought to the
University's attention in an expeditious and timely manner or, if corrections cannot reasonably be made, to utilize the
University's reasonable efforts to provide a temporary solution so as to maintain opera tional status while a permanent
solution is being pursued.
1.3 The University shall provide to the Licensee, as available and at no additional cost, updated versions of
AVSS containing user-suggested improvements and correcting programming errors that have been identified.
1.4 The University shall provide technical consultation to the Licensee in repairing or modifying the
Licensee's AVSS database.
1.5 The University shall provide consultation and advice to the Licensee regarding AVSS
compatibility with, and installation of, computer hardware.
1.6 The University shall provide technical assistance in the production of AVSS reports as requested
by the Licensee.
1.7 Requests for AVSS modifications shall be transmitted to the University in writing via the AVSS Internet
Help Desk at www.avss.ucsb.edu.
2. UNIVERSITY'S RESPONSE COMMITMENT
2.1 The University's technical assistance Help Desk is available by telephone and by the Internet Monday
through Friday, 8 a.m. to 5 p.m. Pacific Time, except for University Holidays. The telephone numbers for the AVSS
Help Desk are 916-449-5174 and 805-893-3214. Requests for assistance will be answered as received and, to the best
of the University's ability, messages will be answered within twenty-four (24) hours.
2.2 User problems that cause a delay in or a stoppage of data entry processing and that are attributable to
software deficiency shall be given “emergency” priority by the University's technical staff and shall be pursued until
the problem is resolved or is determined to be unresolvable.
2.3 User problems that do not cause a delay or stoppage of data entry processing and that cannot be resolved
through immediate telephone interaction will be evaluated by the University and, within two (2) working days, the
University will provide to the Licensee an estimate of the time needed to solve the problem.
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3. TERM OF THIS AGREEMENT
3.1 This Agreement shall become effective on the Effective Date and will terminate on June 30 th 2018, at 5
p.m. Pacific Time. This Agreement may be renewed annually thereafter if agreed upon in a writing signed by both
parties.
4. TERMINATION AND EFFECT OF TERMINATION
4.1 This Agreement may be terminated by the Licensee upon thirty (60) days written notice to the University
of the Licensee’s intent to terminate or by the University upon thirty (60) days written notice to the Licensee of the
University’s intent to terminate.
4.2 In the event that this Agreement is terminated by either the Licensee or the University pursuant to this
Article 4, the Licensee shall remit to the University payment for all costs incurred and all work performed through the
date the effective date of termination, if Licensee has not already prepaid for such services. The Licensee shall remit
such payment within forty-five (45) days after submission of an invoice by the University.
4.3 In the event that this Agreement is terminated by either the License or the University pursuant to this
Article 4, and Licensee has already prepaid for services beyond the effective date of termination, the University shall
refund to the Licensee the unused portion of any such payment(s) received from the Licensee.
5. COMPENSATION/INVOICE
5.1 In consideration of the University’s provision, during the term of this Agreement, of the services
set forth in Article 1, the Licensee shall pay the University the following:
• One Thousand and 00/100 Dollars ($1,000.00) for one (1) registration district and Five Hundred and
00/100 Dollars ($500.00) for each hospital, for a total payment of Five Thousand Five Hundred and
00/100 Dollars ($5,500.00)
5.2 The Licensee shall remit payment in full within forty-five (45) days of the University’s submission of
an invoice to the Licensee.
6. INFRINGEMENT PROTECTION
6.1 If any software provided by the University pursuant to this Agreement is, or in the University’s opinion
is likely to become, the subject of a claim, suit, or proceeding of infringement, the University may: (1) procure, at no
cost to the Licensee, the right to continue use of the software; or (2) replace or modify the software at no cost to the
Licensee, to make it non-infringing; or (3) if the right to continue use cannot be procured for the Licensee on a
reasonable basis, or if the software cannot be replaced or modified to make it non-infringing, terminate the use of such
software and grant the Licensee a prorated refund.
7. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
7.1 The University makes no warranties, either express or implied, as to the services provided under
this Agreement and the Licensee acknowledges and agrees that the services ar e provided on an “as is” basis
and without warranties of any kind.
7.2 The University represents and warrants that the University owns any software provided to the
Licensee pursuant to this Agreement and that the University has the right to provide suc h software to the
Licensee. Except as provided in the foregoing express warranty, the University makes no warranties, either
express or implied, as to any matter whatsoever including, but not limited to, the condition of the software and
warranties of merchantability and fitness for a particular purpose. The Licensee acknowledges and agrees that,
except as provided in this Article 7.2, the software is provided on an “as is” basis without warranties of a ny
kind.
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7.3 The Licensee acknowledges and agrees that the University will not be liable for any indirect,
consequential, or incidental damages suffered by the Licensee, or by any others, resulting from the use of the
University’s provision of services or from the Licensee’s use of any software provided by the University. The
Licensee acknowledges and agrees that the University’s aggregate liability will not exceed the amount received
by the University from the Licensee pursuant to this Agreement.
8. ASSIGNMENT
8.1 This Agreement may not be assigned by the University, in whole or in part, without the prior
written consent of the Licensee.
9. NOTICE
9.1 Any notice required by or made pursuant to this Agreement shall be deemed to have been properly
received when delivered in person or when mailed by registered first class mail to the addresses given below.
To the Licensee:
Fresno County Department of Public Health
1221 Fulton Mall
Fresno, CA 93721
To the University:
ISBER – AVSS Project
University of California
Santa Barbara, CA 93106-2150
With a copy to: Procurement Services, 3203 SAASB
University of California
Santa Barbara, CA 93106-1150
10. CONFIDENTIALITY
10.1 The University agrees to maintain the confidentiality of patient records and information in accordance
with all applicable state and federal laws, regulations, guidelines, and directives relating to the confidentiality of patient
records.
11. GOVERNING LAW, JURISDICTION, AND FORUM
11.1 This Agreement shall be governed by and interpreted in accordance with the laws of the State of
California as applied to contracts made and performed in California but excluding any laws that might direct the
application of the laws of any other jurisdiction.
11.2 Each party hereby consents to the jurisdiction of the courts in the State of California for the purpose of
all actions arising under or in connection with this Agreement and each party hereby agrees that the courts of the State
of California will be the exclusive forum for all such actions.
12. SEVERABILITY
12.1 Should any provision of this Agreement be held unenforceable or in conflict with the law of any
jurisdiction, the validity of the remaining provisions shall not be affected by such a holding.
13. NON-WAIVER
13.1 Waiver or non-enforcement by either party of a term or condition shall not constitute a waiver or non -
enforcement of any other term or condition or of any subsequent breach of the same or similar term or condition.
14. NO THIRD PARTY RIGHTS
14.1 Nothing in this Agreement is intended to make any person or entity who is not a signatory to this
Agreement a third-party beneficiary of any right created by this Agreement or by operation of law.
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15. HEADINGS
15.1 The headings herein are for reference purposes only and shall not constitute a part hereof or be
deemed to limit or expand the scope of any provision or be used to interpret the construction of this Agreement.
16. ENTIRE AGREEMENT
16.1 This Agreement constitutes the entire agreement between the parties. Any alteration, variation, or
amendment hereto must be in writing and must be signed by a duly authorized representative of each party hereto. No
oral understanding or agreement not incorporated herein shall be binding on any of the parties hereto.
16.2 If this Agreement is incorporated into or made a part of any other document authored by the Licensee,
or if the Licensee appends or attaches any document to this Agreement, such document sha ll not be effective until it
is accepted and signed by the University. In the event of a conflict between the terms of this Agreement and any
appendage attached or incorporated document, the terms of this Agreement shall prevail.
17. SIGNATURES AND COUNTERPARTS
17.1 The signatories to this Agreement warrant and certify that they are authorized representatives of
their respective organizations and that they hold the position and authority necessary to execute this Agreement.
17.2 This Agreement may be executed in any number of counterparts which, when taken together, shall
constitute one and the same instrument. If this Agreement is executed in counterparts, no signatory hereto shall be
bound by this Agreement until all parties named below have executed a counterpart of this Agreement. Executed
counterparts of this Agreement may be delivered by PDF email or electronic facsimile transmission, and shall have
the same legal effect as an “ink-signed” original.
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