HomeMy WebLinkAboutREGENTS OF THE UNIVERSITY OF CALIFORNIA, THE (2) - 2017TRAINING AGREEMENT
BETWEEN
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
AND
CITY OF SANTA ANA
N-2017-268
THIS AGREEMENT (this "Agreement") is made and entered into this 21st day of
November 2017_ ("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 Ctvio Center Plaza PO Sox 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 TSD session(s) of the University's course entitled
"Traffic Control for Safer Work Zones with Flagging"(Flat Fee $5,550.00 for each delivery)
Per attached Exhibit A - two Sessions are to be scheduled; additional sessions will be provided as agreed by both parties �
and
o 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 $5,550.00 for each delivery)
Session Date: Sessions will be mutually agreed by both parties
Time; 7:00 am to 4:00 pm (tentative)
Location: Corporate Yard - 220 S, Daisy, Santa Ana CA 92703
Instructor: Raul
BCMS 13950
Course Name: -NA-
Session Date: -NA-
Time: -NA-
Location: -NA-
-NA-
Instructor: -NA-
2. Term. This Agreement shall be effective as of the Effective Date and shall end at the completion of
the final Course delivery on November 30, 2018
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 program(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
BCMS 13950
S. Fees/Payment.
a. The fee for the services to be rendered shall be as follows:
I. 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 $ 00 for the delivery of the Course
titled
-NA-
-NA-
for up to
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 $ NTE $25,000
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 Nall, Room 109, Mail Code 1720
Berkeley, CA 94720
Tel: 510-642-3585
Fax: 510-643-3955
Email: berniete@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
BCMS 13950
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@berkeley.edu
Client's representative for all purposes shall be:
Name Lucy Castillo
Agency City of Santa Ana _
Address 20 Civic Center Plaza PO Box 1988
Santa Ana, CA 92702
Tel 7146473320
E-mail Icastillo@santa-ana.org
Client's signatory for this Agreement is:
Check, if same as above ❑
Or:
Name Raul Godinez, City Manager
Agency - City of Santa Ana
Address 20 Civic Center Plaza PO Box 1988
Tel
E-mail
Santa Ana, CA 92702
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:
BCMS 13950
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.
a. the Fla vercity sha{I iRderaR(fp ar d Ma{d the CI{emits e€f+eerefwp{syees ar agents
ha FM arraagainst awy aad aN 4iabilit� less eee3epepse, ir�crdieg reassna4e
atte�eys-#ees; er-c-la{ras-#er-ire}ury-er-darwagesarisiRg•eut-sf-the-per#er+�apeee€this
Agfeerftertt-hat-en{y-in-pfepeftien-te-aad-ta-the-e�teat-that-sash-liah{dity, less;
e ryense atTer+�eys #ees er e4airas #er 4Rjtrry e�da agesare caused-by-eFresu{t-4emr
the-negligent_er-}ntentiepal-ac-is-er-effrissier�s-e€the-F�aiversiEy-its-ef€ieer�agents;•ee
erpplsyees:
the 6{ier;t shall indereni#y arr # kreld the fFnwers t-yr+ts-eff+eer-s; ewepWyees ar-agents
harrrrless#rarxi-and-ago+rrst-arry-aad-aN-Nobility-4ess; ar-e+�ease; ins4udiag-reassnah4e
attorneys'-#ee�se-eIa}ras#er-iryu+y-s�dar»ages-arising-einef-tk+e-per#orr+�anee-ef tkris
Agreernent;-hu�en{y-in-praperNen-te-and-te-the-extent-twat-sash-{iahi{ity-less;
eafpense, atterneys-fees; er-elai�fef-injuFy-er-darnages-are car+sed-by-er-resu{i-from
the-negligent•er-inEen#enol-ac-fs•ef-ernissier�s-e#-the-61{emits-e€#ieersagents� er
employees.
12. Use of the University Name/Trademarks. "University Trademarks" meansthe 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
5
BCMS 13950
N-2017-268
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 maybe 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:
Name: Maria Rubinshteyn
Title: _Director, BCBP
Date 11/29/2017
CITY OF SANTA ANA
Client Name
By:
Name: Raul Godinez II
Title: City Manager
Date:
�RE COM R APP n ROVAL ATTEST
FredLasavipour Maria D. Huizar
Executive Director, Public Works Agency X Clerk of the Council
APPROVED TO FORM:
Sonia R. Carvalho
City Attorney
J n M. Funk
Assistant City Attorney
BCMS 13950
EXHI
Date: November 6, 2017
O TECH TRANSFER
University of California
Institute of Transportation Studies Technology
Transfer Program
108-A McLaughlin Hail, MC 1720
Berkeley, CA 94720
To: Lucy Castillo
20 Civic Center Plaza PO Box 1988 Santa Ana, CA 92702 COURSE LOCATION:
Email: Icastillo@santa-ana.org Tel: 7146473320 Corporate Yard
20 Civic Center Plaza
Santa Ana, CA 92702
CONTACT PERSON
ACCOUNT #
DATE OF
COURSE
TIME OF COURSE
TERMS
Lucy Castillo
2
$5,550.00
61472-NGTS10
TBA
7:00 am to 4:00 pm
Net 30 days
QTY.
DESCRIPTION
UNIT PRICE
TOTAL
1
For delivery of the Traffic Control for Safer Work
Zones with Flagger Cards course for up to 40 students
per class, per signed training agreement. (Sponsored Price)
2
$5,550.00
TOTAL DUE 30 DAYS AFTER TRAINING DELIVERY
Please make check payable to the UC REGENTS and remit to:
Attention: Bernadette Edwards
University of California
Institute of Transportation Studies
Technology Transfer Program
108-A McLaughlin Hall, MC 1720
Berkeley,, CA 94720
$11,100.00
UNIVERSITY OF CALIFORNIA, BERKELEY
BERKELEY • DAVIS • IRVINE • LOS ANOELES • MERCED , RIVERSIDE • SAN DIEGO • SAN FRANCISCO
OFFICE OF RISK SERVICES
November 30, 2017
City of Santa Ana
Attn: Lucy Castillo
20 Civic Center Plaza
Santa Ana, CA 92702
RE: Evidence of Self -Insurance
Dear Ms, Castillo:
V+-!50';1--1 l 1 X15
SANTA BARBARA • SANTA CRUZ
2190 CENTER STREET SUITE 200
BERKELEY, CALIFORNIA 947204208
This is to confirm that The Regents of the University of California maintains a program of self-insurance for
general liability including bodily injury, property damage, and personal injury for at least $1,000,000 per
occurrence and $2,000,000 aggregate. The Regents of the University of California also maintains a program of
self-insurance for automobile liability for at least $1,000,000 per occurrence and workers' compensation. This
coverage applies to claims, costs, injuries, or damages, but only in proportion to and to the extent such claims,
costs, injuries or damages are caused by the negligent acts or omissions of The Regents of the University of
California, its officers, agents, or employees.
This evidence of self-insurance is issued in connection with the Training Agreement for the University of.
California, Berkeley Institute of Transportation Studies to present the course entitled "Traffic Control for Safer
Work Zones with Flagging" by November 30, 2018
Sincerely,
Andy Goldblatt
Risk Manager
2-h 9f1 `1
pAbr i of I