HomeMy WebLinkAboutAgreement A-24-430 with UC Davis.pdf Agreement No. 24-430
UC DAVIS
Continuing and Professional Education
UCD Agreement#INC1856617
Agreement# C 114483
Services Agreement
UC Davis Continuing and Professional Education
THIS AGREEMENT is made and entered into by and between THE REGENTS OF THE
UNIVERSITY OF CALIFORNIA ("University") acting on behalf of its Davis campus, UC Davis
Continuing and Professional Education and Fresno County Department of Social Services ("Client.")
TERMS AND CONDITIONS
1. Definition Of Service. Services of University's Continuing and Professional Education will be
furnished to Client only for the purposes stated in the Exhibit A, attached. Additional work will be
performed only if authorized in advance by written amendment to this agreement executed by both
parties.
2. Term. The term of this agreement shall be from January 1, 2024 through December 31, 2024.
3. Termination. This agreement shall be subject to termination by either party at any time, upon 30
days written notice to the other party.
4. Contacts &Notice. Any notice, request, or inquiry regarding the provisions of this agreement, its
termination, or similar matters shall be directed to the following addresses:
University: Client:
The Regents of the University of California Fresno County Department of Social Services
Procurement& Contracting Services
Business&Revenue Contracts 205 West Pontiac Way
One Shield Avenue Clovis, CA 93612
Davis, CA 95616
sbailey@ucdavis.edu
Questions about the services should be directed to:
University: Client:
Human Services Chameng Thao
UC Davis Continuing and Professional Fresno County Department of Social Services
Education
463 California Avenue
Davis, CA 95616
jndavis@ucdavis.edu chthaonfresnocoun, ca..ov, (559) 600-2326
463 California Ave, Davis 95616 Page 1 of 7
cpe.ucdavis.edu
UCD Agreement#INC 1856617
Agreement#C 114483
5. Alteration,Amendment. No alteration of the terms of this agreement shall be valid or binding
upon either parry 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.
6. Rates. Charges for services rendered under this agreement shall be in accordance with Exhibit A.
7. Payment Of Charges. Client shall pay for services rendered by University within forty-five (45)
days following receipt of University's invoices. University shall have the right to terminate this
agreement without notice if Client fails to pay charges for services rendered hereunder within sixty
(60) days following Client's receipt of University's invoice. Client shall pay University for all
services rendered up to the date of termination of this agreement, regardless of the reason for
termination.
8. Disclaimer Of Warranty. UNIVERSITY MAKES NO WARRANTY AS TO RESULTS TO BE
OBTAINED BY THE CLIENT FROM THE USE OF ANY SERVICES AND/OR FACILITIES
PROVIDED BY UNIVERSITY UNDER THIS AGREEMENT, AND THERE ARE NO
EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR NONINFRINGEMENT OF THIRD PARTY RIGHTS.
9. Non-Liability Of University.
A. University shall not be liable,by reason of its performance, delay in performance, or
nonperformance under this agreement, for any loss of profits or revenues, claims against
Client by any third party, or special, incidental, indirect,punitive or consequential
damages, even if foreseeable or if University is advised of the possibility of such loss,
claims, or damages. Each party agrees to be responsible and assume liability for their own
wrongful or negligent acts or omissions,as well as those of its officers,employees or agents to the
full extent required by law.
B. University shall incur no liability to Client or to any third parry for loss or destruction of or
damage to any data, equipment, or other property brought upon University premises by
Client or delivered to University by Client in connection with this agreement. Client
accepts all liability for risk of loss to any and all such property.
10. Indemnification And Insurance Of Client. Each party agrees to indemnify and hold harmless the
other party, its officers, employees and agents, from and against any and all liability, loss,
expense, attorneys' fees or claims for injury or damages arising out of or in connection with this
agreement, but only in proportion to and to the extent such liability, loss, expense, attorney's 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.
11. 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. Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
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Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsement to this
policy naming the County of Fresno, its officers, agents, employees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County is
excess only and not contributing with insurance provided under the Contractor's policy.
b. Automobile Liability. Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
c. Workers Compensation. Workers compensation insurance as required by the laws of the
State of California with statutory limits.
d. Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000)per occurrence for bodily injury and for disease.
e. Professional Liability. Professional liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million
Dollars ($3,000,000). If this is a claims-made policy, then (1) the retroactive date must be
prior to the date on which services began under this Agreement; (2) the Contractor shall
maintain the policy and provide to the County annual evidence of insurance for not less
than five years after completion of services under this Agreement; and (3) if the policy is
canceled or not renewed, and not replaced with another claims-made policy with a
retroactive date prior to the date on which services begin under this Agreement, then the
Contractor shall purchase extended reporting coverage on its claims-made policy for a
minimum of five years after completion of services under this Agreement.
f. Verification of Coverage. Within 30 days after the Contractor signs this Agreement, and at
any time during the term of this Agreement as requested by the County's Risk Manager or
the County Administrative Office, the Contractor shall deliver, or cause its broker or
producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th Floor, Fresno,
California 93721, or HRRiskManagement@fresnocountyca.gov, and by mail or email to
the person identified to receive notices under this Agreement, certificates of insurance and
endorsements for all of the coverages required under this Agreement.
g. Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
the insurer to provide to the County,written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
County not less than 10 days in advance of cancellation. For cancellation of the policy for
any other reason, and for any other change to the policy, the Contractor shall, or shall
cause the insurer to, provide written notice to the County not less than 30 days in advance
of cancellation or change. The County in its sole discretion may determine that the failure
of the Contractor or its insurer to timely provide a written notice required by this paragraph
is a breach of this Agreement.
h. County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep in
effect at all times any insurance coverage required under this Agreement, the County may,
in addition to any other remedies it may have, suspend or terminate this Agreement upon
the occurrence of that failure, or purchase such insurance coverage, and charge the cost of
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that coverage to the Contractor. The County may offset such charges against any amounts
owed by the County to the Contractor under this Agreement.
i. Subcontractors. The Contractor shall require and verify that all subcontractors used by the
Contractor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize the
Contractor to provide services under this Agreement using subcontractors.
12. Confidentiality Of Information. University shall use its best efforts, consistent with its established
policies and procedures,to protect the confidentiality of any information furnished to it by Client in
connection with this agreement and designated by Client, in writing, as confidential. Client agrees
to reimburse University in full for any costs it may incur in order to protect information, in
accordance with Client's request, by means not normally employed by the University for that
purpose; Client
understands and agrees, however, that University shall have no obligation to comply with any such
request of Client.
13. University Name. No form of University's name shall be used in any form or manner in
advertisements, reports or other information released to the public without the prior written
approval of University.
14. 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 sponsor of the other
in their relationship under this agreement.
15. Time Limit For Action. No action, regardless of form, arising from transactions under this
agreement may be brought by either party more than one year after the cause of action has
accrued.
16. 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.
17. Governing Law. This agreement shall be construed and enforced in accordance with the laws of
the State of California; parties agree to resort solely to the courts of the State of California for any
relief under this agreement.
18. Whole Agreement. This agreement constitutes the entire understanding of the parties respecting
the subject matter hereof and supersedes any prior understanding or agreement between them,
written or oral, regarding the same subject matter.
In witness whereof, the parties have executed this agreement on the day and year first written
above.
SIGNATURE PAGE TO FOLLOW
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Agreement No. 24-430
UCD Agreement#INC 1856617
Agreement#C114483
THE REGENTS OF THE COUNTY OF FRESNO
UNIVERSITY OF CALIFORNIA
Digitally signed by Steven Kobayashi
DI:cn=Steven Kobayashi,o=Regents fthe University
Steven Kobayashi of California,00=Procorement&Contracting Services,
email=stkobayashi@ocdavis.edo,-US
By: — Date:2024.08.1310:14:IS-0]'00' By.
for
Name: Victoria Chege Name: Nathan Magsig
Title: _Business& Revenue Contracts Su rvi or Title: Chairman of the Board of Supervisors of the County of Fresno
UC Davis
Date: August 13, 2024 Date:
ATTEST:
Bernice E. Seidel
Clerk of the Board of Supervisors County of
Fresno, State of California
By:
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UCD Agreement#INC 1856617
Agreement#C 114483
Exhibit A
Work Description And Estimate
1. University will provide the following:
a. Provide technical assistance in preparation for and facilitation of the 1-week County Peer
Review.
I. Develop schedule for all peer review events (planning meetings, trainings,peer review,
etc.)
2. Facilitate bi-weekly planning meetings
3. Prepare peer recruitment materials
4. Prepare case materials for review
5. Develop and facilitate peer and interviewee trainings
6. Facilitate 5-day in-person peer review
b. Provide support and facilitation for a 1-day County Self-Assessment Community Stakeholder
meeting and 12 focus groups.
1. Develop schedule
2. Prepare stakeholder recruitment materials
3. Draft list of discussion questions
4. Prepare Welcome PowerPoint
5. Facilitate in-person meetings
c. Review and compile data from peer interviews, stakeholder meeting, and focus groups and
submit to County.
d. Provide technical assistance and support for the development of the CSA report.
I. Provide a detailed checklist and report timeline
2. Provide a detailed template with instructions for each report section
3. Compile data for the Demographic Profile and Outcome Data Measure sections of the
report
4. Draft the Peer Review and Stakeholder Meeting sections of the report
5. Provide two rounds of revisions
e. Provide technical assistance and support for the development of the SIP report.
1. Provide a detailed checklist and report timeline
2. Provide a detailed template with instructions for each report section
3. Draft the Introduction and Placement Initiative sections of the report
4. Provide two rounds of revisions
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UCD Agreement#INC 1856617
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2. Client will provide the following:
a. Client shall participate in conference calls with state consultants and University experts
b. Client shall identify and make designated staff available to participate in the Peer Review
process prior to the event and during the event.
c. Client will coordinate all Peer Review related logistical requirements through University.
d. Client will gather information and provide analysis for all required sections of the CSA and
SIP, review required CSA sections and provide input and data as needed,review and revise
drafts of CSA document that are submitted to CDSS
e. Client will cooperate with University's subject matter experts.
f. Client will coordinate and reimburse UCD staff and instructor travel
3. Total cost under this Service Agreement: $ 100,500.00
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