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HomeMy WebLinkAboutREGENTS OF THE UNIVERSITY OF CALIFORNIA, THE (3)N-2019-169 © SEP 12 2019 TRAINING AGREEMENT ©, W A`I> BETWEEN THE REGENTS OF THE UNIVERSITY OF CALIFORNIA Bch t5 AND CITY OF SANTA ANA THIS AGREEMENT (this "Agreement") is made and entered into this 1st day of May 1 2019 ("Effective Date") by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California public corporation, acting on behalf of its Institute of Transportation Studies -Technology Transfer Program, University of California, Berkeley (hereinafter "University") and City of Santa Ana , having a principal place of business at 20 Civic Center Plaza PO Box 1988, Santa Ana, CA 92702 (hereinafter "Client"). WHEREAS, the University has developed the course(s) of instruction identified below, and has the expertise to provide such instruction; and WHEREAS, Client desires delivery of said course(s) of instruction to take place at a designated time and location in facilities provided by the Client; NOW THEREFORE, in consideration of the mutual covenants, conditions and terms hereinafter set forth, and for other good and valuable consideration, the parties agree as follows: 1. Scope of Work. Courses The University will deliver 2 session(s) of the University's course entitled "Traffic Control for Safer Work Zones with Flagging"(Flat Fee $5,5550.00 for each delivery) and 0 session(s) of the University's course entitled "-NA- -NA- (the "Course" or "Course(s)"). Dates/Locations The University's delivery of the Course(s) under this Agreement will be at the following date(s) and location(s): Course Name: Traffic Control for Safer Work Zones with Flagging"(Flat Fee $5,5550.00 for each delivery) Session Date: TBD Time: 7:00 am to a:00 Location: 20 Civic Center Plaza PO Box 1988, Santa Ana, CA 92702 Corporate Yard Instructor: Raul (Temo) Galvez Course Name: Traffic Control for Safer Work Zones with Flagging"(Flat Fee $5,5550.00 for each delivery) Session Date: -NA- Time: 7:00 am to 4:00 pm ( tentative) Location: 20 Civic Center Plaza PO Box 1988, Santa Ana, CA 92702 Corporate Yard Instructor: Raul (Temo) Galvez 2. Term. This Agreement shall be effective as of the Effective Date and shall end at the completion of the final Course delivery on June 30, 2020 3. University Responsibilities. The University shall be responsible for: a. selecting and scheduling the Course instructor(s) for the date and location of each training b. providing delivery of the Course c. the development and delivery of Course instructional progra!m(s) d. providing sufficient Course instructional materials, books, notes and watch manuals for Course students e. providing Course teaching aids (such as overheads, videos, and learning exercises) as needed f. providing a Course sign -in form, attendance verification forms, and evaluations for Course students g. providing Certificates of Attendance to each Course student who completes the Course, and whose name appears on the Course sign -in list. 4. Client Responsibilities. The Client shall be responsible for: a. providing appropriate teaching facilities adequate for the number of students enrolled in the Course, and arranged according to specifications from! the University b. providing the instructional equipment listed below, or as requested by the University As the onsite host, Client will provide: i. A training facility that will hold up to 40 persons ii. Classroom set-up (two persons per 6 ft. table or three person per 8 ft. table) iii. Table in front for the Course instructor iv. Registration table V. Directions to the facility vi. Suggested list of nearby hotels vii. Registration and confirmation of all participants viii. Audiovisual equipment and support shall include the following: LCD projector, Screen, Laptop DVD player • Extension cord and power strip • Client representative to operate the AV Equipment • Flip chart with markers ix. any refreshments provided to Course students 2 5. Fees/Payment. a. The fee for the services to be rendered shall be as follows: Client shall pay University a flat fee of $ 5,550.00 for the delivery of the Course titled Traffic Control For Safer Work Zone with Flagging for up to 40 Course participants. This fee includes all costs for Course instruction, Course instructor travel, and Course instructional materials. ii. Client shall pay University a flat fee $ 5,550.00 for the delivery of the Course titled Traffic Control For Safer Work Zone with Flagging for up to 40 Course participants. This fee includes all costs for Course instruction, Course instructor travel, and Course instructional materials. a. The maximum amount paid under this Agreement shall not exceed $11,100 00 b. All payments shall be made in US dollars. Checks are to be made payable to The Regents of the University of California. The fee is due and payable upon completion of the Course delivery. Payment shall be sent to: Attention: BERNADETTE EDWARDS Technology Transfer Program Institute of Transportation Studies University of California at Berkeley McLaughlin Hall, Room 109, Mail Code 1720 Berkeley, CA 94720 Tel: 510-642-3585 Fax: 510-643-3955 Email: bemiete@berkeley.edu 6. Course Cancellation or Rescheduling. a. The University may upon five (5) business days written notice to the Client cancel or reschedule the Course(s) for any reason without penalty. b. The Client may cancel the Course(s) upon written notice to the University up until fifteen (15) business days before the date of the Course delivery without penalty. If the Client cancels the Course(s) after this date, the Client agrees to pay the full fixed fee for the cancelled Course(s). c. The Client may request the University to reschedule the Course(s) delivery at any time. The University will make a good faith attempt to accommodate the Client's request. The Client agrees to pay actual direct costs incurred by the University as a result of rescheduling the Course(s), up to a maximum of the full fixed fee. This cost for rescheduling shall be paid in addition to the fixed fee for the Course(s) delivery as described in Paragraph 5 (Fees/Payment). The more notice and flexibility the Client gives the University with regard to a request for rescheduling,, the less likelihood there will be of incurring an extra fee. 7. Notices. Notices pursuant to this Agreement shall be in writing to the addresses below or to such other address that either party may later designate to the other. Notice shall be effective on the date sent by fax or e-mail or delivered personally, or three days after the date of deposit with the U.S. Postal Service, certified mail, return receipt requested. University's representative for all matters shall be: Laura Melendy Director, Technology Transfer Program Institute of Transportation Studies, University of California, Berkeley 109 McLaughlin Hall, Mail Code 1720 Berkeley, CA 94720 Tel:510-642-3587 Fax:510-643-3955 E-mail: melendy@berkeleyedu Client's representative for all purposes shall be: Name Kathie Reyes Agency City of Santa Ana, Public Works Agency, Water Resources Division Address 20 Civic Center Plaza PO Box 1988 Santa Ana, CA 92702 Tel 714.647.3319 E-mail kreyes2@santa-ana.org Client's signatory for this Agreement is: Check, if same as above ❑ Or: Name T>c�E c-t—r,-r MANAEer0-- Agency City of Santa Ana Address 20 Civic Center Plaza PO Box 1988 Santa Ana, CA 92702 Tel 714.647.3319 E-mail kreyes2@santa-ana.org 8. Copyright. The University shall own the sole copyright to all material now existing or created in the future in connection with any Course or Courses, including, but not limited to, the rights to: make copies of class materials; create derivative works; and perform or instruct in versions of the Course(s). Therefore Client may not videotape, audiotape or digitally capture any element of these Course(s) or Course curriculum materials without the express prior written consent of the University. 9. Independent Contractor Status. Client is an independent contractor and is not a joint venturer, employee, agent or partner of University. Neither party will have the right to obligate or bind the other party in any manner whatsoever. 10. Insurance. a. Client shall keep in full force and effect during the term of this Agreement, at Client's sole expense, insurance as follows ("Insurance"): i. Commercial Form General Liability Insurance with minimum limits as follows: a. Each Occurrence $1,000,000 b. Products/Completed Operations Aggregate $2,000,000 c. Personal and Advertising Injury $1,000,000 d. General Aggregate $2,000,000 ii. Business Automobile Liability Insurance for owned, scheduled, non -owned or hired automobiles with a combined single limit of $1,000,000 per occurrence iii. Workers Compensation as required by applicable law. b. If the Insurance is written on a claims made form, it shall continue for three years following termination of this Agreement. c. The Insurance shall provide for a retroactive date of placement prior to or coinciding with the effective date of this Agreement. d. University shall be named as an additional insured on the General Liability and Business Automobile insurance, in proportion to and to the extent of the negligent acts or omissions of Client or Client's officers, employees and agents. e. Within thirty (30) days of the execution of this Agreement, Client shall furnish University with a Certificate of Insurance evidencing compliance with the insurance provisions of this Agreement and requiring 30 days advance written notice to the University of any modification, change, or cancellation with respect to the Insurance. f. The Insurance shall be primary with respect to The Regents of the University of California, its officers, agents, and employees, and any self-insurance maintained by the University shall be in excess of and non-contributory to the Insurance. 11. Indemnification. Y employees.@Ai8121 tO aAd te the e)EteRt that such liability, less, la. The Client shall inde„.„'f , alld hold HYniveFsity,eff' I liability,Toter orexpense, Agreement, but anly in PF8PE)Fti8n to and ta the e­pnt tl�@# such liability, less, glig „t OF „t„„t'„, the al „„ts aemissiens „f the QeRt, FF' „I„ c�Trptoycr-,r 12. Use of the University Name/Trademarks. "University Trademarks" means the name "University of California," any abbreviation thereof or other trade name, trademark, or logo that represents the University, its products or services. The University Trademarks are protected by federal trademark and California State laws. Client shall not use the name of the University of California, or any abbreviation thereof, or any name of which "University of California" is a part, or any trademarks of the University, in any commercial context, such as may appear on products, in media (including web sites) and print advertisements in cases when such use may imply an endorsement or sponsorship of Client, its products or services. All uses of the University's name and trademarks, therefore, must first receive prior written consent of 15 The Regents of the University of California through the Office of Business Contracts and Brand Protection. This provision is in compliance with the State of California Education Code Section 92000. 13. Modification. This Agreement may be amended or modified only by mutual written agreement of the parties. 14. Disputes/Governing Law. In the event of a dispute, the parties agree to non -binding arbitration in Alameda County under the rules of the American Arbitration Association. This Agreement shall be governed by and interpreted according to the laws of the State of California, without regard to its conflict of laws provisions. IN WITNESS WHEREOF, the parties hereto have hereinafter executed this Agreement as of the Effective Date. THE REGENTS OF THE UNIVERSITY OF CALIFORNIA By: Qaa+li Lacs Name: Quan Luc Senior Business Contracts Officer Title: Date August 30, 2019 RECOVM�NDED FOR APPROVAL Fuad Swei s PE, PLS Executive ector, Public Works Agency Approved to Form: Sonia R. Carvalho City Attorney . T�L ohn M Funk Assistant City Attorney 4ftr&9IM&UNNIFMAq Client Name Byt;;R -� Or Name: Kristine Ridge Title: City Manager Date: ATTEST: Daisy Gomez, IVIVIC Clerk of the Council