HomeMy WebLinkAbout32375Agreement No. 15-263
Invoice: C10-16-02-TA
A VSS TECHNICAL ASSISTANCE AGREEMENT
This AVSS Technical Assistance Agreement (hereinafter "Agreement"), effective as of July 1'\ 2015
(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 System" (hereinafter "A VSS").
The University agrees to provide the following maintenance and technical assistance services related to the
A VSS 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 A VSS operations.
1.2 The University shall make every reasonable effort to correct A VSS-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 operational 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 A VSS 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 A VSS database.
1.5 The University shall provide consultation and advice to the Licensee regarding A VSS
compatibility with, and installation of, computer hardware.
1.6 The University shall provide technical assistance in the production of A VSS reports as requested
by the Licensee.
1. 7 Requests for A VSS modifications shall be transmitted to the University in writing via the A VSS
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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University of California, Santa Barbara
3. TERM OF THIS AGREEMENT
3.1 This Agreement shall become effective on the Effective Date and will terminate on June 30th 2016, at 5
p.m. Pacific Time.
4. TERMINATION AND EFFECT OF TERMINATION
4.1 This Agreement may be terminated by the Licensee upon sixty (60) days written notice to the
University of the Licensee's intent to terminate or by the University upon sixty (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 the Licensee pursuant to this Article 4, the
Licensee shall remit to the University payment for all costs incurred and all work performed prior to the effective
date of termination. 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 the University pursuant to this Article 4, the
University shall refund to the Licensee the unused portion of any payment(s) received from the Licensee prorated
from the Effective Date of this Agreement through the etiective date of termination.
5. COMPENSATION
5.1 In consideration of the University's provision, during the term of this Agreement, of the services
set forth in Article l, the Licensee shall pay the University the following:
One Thousand and 00/100 Dollars ($1,000.00) for the registration district and Five Hundred and 00/100
Dollars ($500.00) for each hospital. The maximum compensation under the term of this Agreement shall
not exceed Six Thousand Five, Hundred and 00/100 Dollars ($6,500.00).
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 can not be procured for the
Licensee on a reasonable basis, or if the software can not 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 LIMIT AT ION 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 are 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 such 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 ay 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:
To the University:
With a copy to:
10. CONFIDENTIALITY
Fresno County Department of Public Health
1221 Fulton Mall
Fresno, CA 93721
ISBER-A VSS Project
University of California
Santa Barbara, CA 93106-2150
Procurement Services, 3203 SAASB
University of California
Santa Barbara, CA 93106-1150
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 shall 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.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as in the day and year set forth
above.
REGENTS OF THE UNIVERSITY
OF CALIFORNIA:
~ Calli Prtce
Procurement Services Manager
Business & Finan · Services
r' Deborah A. Poochigian
Chairman, Board of Supervisors
q ~A~T~T=E=ST~:~~~~=--=~~-,~D~
Stuart Sweeney , Director Bernice E. Seidel, Clerk p1' ~ . (j
Institute for Social, Behavioral and Economic Research Board of Supervisors
DATE __ +~~;j_z __ o+;0_z __ c_f_5--________ __
REVIEWED AND RECOMMENDED
FORAPPROVA
REVIEWED AND RECOMMENDED
~---
Robert W. Bash
Director of Internal Services/
Chief Information Officer
FOR ACCOUNTING USE ONLY:
Fund: 0001110000
Organization: 56208550
Account: 7309
Rev. 10/30114
DATE lD \ \LO \ l ~
APPROVED AS TO LEGAL FORM:
Daniel C. Cederborg, County Counsel
~ty
APPROVED AS TO ACCOUNTING FORM:
Vicki Crow, C.P.A.
Auditor-Controller/Treasurer-Tax Collector
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