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Home My WebLink AboutC-5842 - Educational Course and Program AgreementEducational Course and Program Agreement Between City of Newport Beach And The Regents of the University of California This Agreement for educational services is by and between The Regents of the University of California, a California constitutional corporation, on behalf of University Extension of the University of California, Irvine campus (hereinafter "University ") and City of Newport Beach (hereinafter "Buyer "). 1. SCOPE OF WORK University shall provide educational services per Attachment A, Description of Educational Services, herein incorporated by this by reference. All work is being performed by the University on a best efforts basis, and the University makes no warranty regarding the outcome of the work specified herein. University contact for all administrative matters pertaining to program services herein is Missy Clayton, cla onm(.&uci.edu, 949 - 824 -5736. II. PERIOD OF PERFORMANCE A. The period of performance of this Agreement shall commence upon execution of this Agreement and continue through December 31, 2014. B. Either the University or the Buyer may terminate this Agreement at any time, without cause, by giving the other thirty (30) days written notice of such action. If terminated prior to completion, the University shall, in thirty (30) days, receive full payment from Buyer for all direct costs incurred under this Agreement up to and including the date of termination. III. COMPENSATION AND REIMBURSEMENT OF EXPENSES A. Buyer will pay the following to University for services performed: Course Length Course Size Course Price 8 hours of $4,350 for up to15 students (herein after "Minimum "), instruction 15 -30 students thereafter $250 for each additional student up to 30 students EducationalServicesAgreement. doc Rev. 3120114 Page 1 of 8 Should Buyer not recruit a minimum of fifteen (15) students ( "Minimum ") per course, the fee based on the Minimum number of students will be invoiced by University and paid by Buyer. Buyer will make payment upon submission of invoice from the University. University will invoice Buyer once Agreement is executed. Payment terms: due upon invoice. B. Payment checks shall reference this Agreement and be issued to the Regents of the University of California and mailed to: Cashier University of California, Irvine Extension PO Box 6050 Irvine, California 92616 -6050 Buyer may make payments to University by Bank Wire Transfer to the following: Bank of America UCI Depository Global Client Services CA4- 701 -10 -57 Building A, 100' Floor 1655 Grant Street Concord, California, 94520 -2445 Routing Number: SWIFT code: Bank Account Number and Name: 026009593 BOFAUS3N Regents of the University of California 1499050106 In order to ensure the accurate and prompt accounting of funds, please provide the above information to the bank transmitting the bank wire transfer along with invoice number. A notice that a bank wire transfer has been initiated should be sent to one of the following: Email: marlitahna uci.edu or FAX: 949.824.2090 IV. COPYRIGHT The University shall own, solely and exclusively, the copyright and all copyright rights to any written or otherwise copyrightable material delivered to Buyer under this Agreement. V. TERMS AND CONDITIONS A. Indemnification Except as otherwise limited herein, University shall defend, indemnify and hold harmless Buyer, its officers, employees, and agents from and against any and all EducationalServicesAgreement. doc Rev. 3120114 Page 2 of 8 liability, loss, expense (including reasonable attorneys' fees), or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense (including reasonable attorneys' fees), or claims for injury or damage are caused by or result from the negligent or intentional acts or omissions of University, its officers, employees, or agents. Buyer shall defend, indemnify and hold harmless University, its officers, employees, and agents from and against any and all liability, loss, expense (including reasonable attorneys' fees), or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense (including reasonable attorneys' fees), or claims for injury or damage are caused by or result from the negligent or intentional acts or omissions of Buyer, its officers, employees, or agents. Neither termination of this Agreement nor completion of the acts to be performed under this Agreement shall release any party from its obligation to indemnify as to any claims or cause of action asserted so long as the event(s) upon which such claim or cause of action is predicated shall have occurred prior to the effective date of termination or completion. B. Insurance Buyer shall provide proof of insurance, naming The Regents of the University of California as additional insured, showing amounts of coverage as follows: Broad Form Commercial General Liability Insurance (Contractual Liability Included): Each Occurrence $1,000,000 General Aggregate $2,000,000 2. The University shall maintain self - insurance in an amount not less than $1,000,000 per occurrence. C. WARRANTY THE PRODUCTS AND SERVICES UNDER THIS AGREEMENT ARE PROVIDED WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESSED OR IMPLIED. IN NO EVENT ARE THE REGENTS OF THE UNIVERSITY OF CALIFORNIA LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OF THE PRODUCTS AND SERVICES CONTRACTED FOR HEREIN. D. Independent Contractor University in the performance of this Agreement shall be and act as an independent contractor. E. Conflict of Interest Buyer affirms that there exists no actual or potential conflict of interest between the parties, including the financial interests of their officers, agents, or employees. Any question regarding a possible conflict of interest will be raised with the University. EducationalServicesAgreement. doe Rev. 3120114 Page 3 of 8 Equal Opportunity Affirmative Action Supplier will abide by the requirements set forth in Executive Orders 11246 and 11375. Where applicable, Supplier will abide by 41 CFR §§ 60- 1.4(a), 60- 300.5(a) and 60- 741.5(a), incorporated by reference with this statement: "This contractor and subcontractor shall abide by the requirements of 41 CFR §§ 60- 1.4(a), 60- 300.5(a) and 60- 741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability." With respect to activities occurring in the State of California, Supplier agrees to adhere to the California Fair Employment and Housing Act. Supplier will provide UC on request a breakdown of its labor force by groups as specified by UC, and will discuss with UC its policies and practices relating to its affirmative action programs. Supplier will not maintain or provide facilities for employees at any establishment under its control that are segregated on a basis prohibited by federal law. Separate or single -user restrooms and necessary dressing or sleeping areas must be provided, however, to ensure privacy. G. Cooperation University and Buyer shall cooperate in the event of any legal action or claim made by a third party that may result from activities relating to the performance of this Agreement. H. Compliance 1. University and Buyer agree to comply with all applicable federal, state, and local laws, regulations and codes in the performance of this Agreement. 2. Buyer warrants that any and all of its work being submitted under this Agreement comply with all U.S. export control laws and regulations. Buyer shall notify University in writing to exportcontrol(aresearch.uci.edu, with copy to rrude @uci.edu, if any ITAR or EAR restricted technology or data is to be provided to University under this Agreement or if data that Buyer is requesting University to produce during the course of work under this Agreement is expected to be ITAR or EAR restricted. University shall have the right to decline ITAR or EAR restricted technology or data or tasks requiring production of such information. I. Force Majeure University shall not be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond its reasonable control, including, without limitation: fire, lighting, explosion, power surge or failure, EducationalServicesAgreement. doe Rev. 3120114 Page 4 of 8 water, acts of God, war, revolution, civil commotion or acts of civil or military authorities or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing or boycotts; inability to secure materials and supplies, transportation facilities, fuel or energy shortages, or acts or omissions of others. J. Assignment The obligations of the parties pursuant to this Agreement shall not be assigned without the prior written consent of the parties. K. Confidentiality It is agreed that Buyer shall disclose only information necessary to the work and, if any such information is considered confidential, it shall be clearly marked "Confidential Information" and sent by Buyer in writing only to the University (as specified in Article IV, paragraph M) or orally disclosed to the University and reduced in writing by Buyer within thirty days of disclosure. University shall inform its employees that for a period of one year from the end of the Agreement, Confidential Information shall not be used or disclosed to others except in furtherance of this Agreement unless Confidential Information: (i) is or shall have been known to the University before his receipt thereof; (ii) is disclosed to the University by a third parry; (iii) is or shall have become known to the public through no fault of the University; or ('iv) is required by law to be disclosed. L. Use of Name During the term of this Agreement, each party may use the other party's name to reference the business relationship created by this Agreement and to perform this Agreement. Each party agrees that it will not use the other party's name to state or imply an endorsement of or affiliation with the other party and that it will not use the other party's word marks, seals, logos, or other trademarks without the prior written approval of the other party. M. Notice Whenever any notice is to be given hereunder, it shall be in writing and shall be deemed received, if delivered by courier on a business day, on the day delivered, or on the second business day following mailing, if sent by first -class certified or registered mail, postage prepaid, to the following addresses: To University: University of California, Irvine Extension PO Box 6050 Irvine, CA 92616 -6050 Attn: Robert Rude To Buyer: EducationalServicesAgreement. doc Rev. 3120114 Page 5 of 8 Recreation and Senior Services City of Newport Beach 100 Civic Center Drive, E Bay Newport Beach, CA 92660 Attn: Janet Cates N. Severability If any term, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force and effect, and shall not be affected, impaired, or invalidated in any way. O. Non - Waiver Waiver or non - enforcement by either party of a term or condition shall not constitute a waiver or a non - enforcement of any other term or condition or of any subsequent breach of the same or similar term or condition. P. No Third -Party Rights Nothing in this Agreement is intended to make any person or entity who is not signatory to the Agreement a third -party beneficiary of any right created by this Agreement or by operation of law. Q. Dispute Resolution Any dispute arising regarding the interpretation or implementation of this Agreement, including any claims for breach of this Agreement, shall be resolved by submitting the claim for arbitration to JAMS in accordance with its rules and procedures applicable to commercial disputes. The location of any arbitration hearing shall be in Orange County, California, and any enforcement of the arbitrator's decision shall be brought in the applicable court located in Orange County, California. R. Attorney's Fees In any action brought by a party to enforce the terms of this Agreement, the prevailing parry shall be entitled to reasonable attorney's fees and costs. The prevailing parry shall be entitled to the reasonable value of any services provided to it by in -house counsel. The reasonable value of services provided by in -house counsel shall be calculated by applying an hourly rate commensurate with prevailing market rates charged by attorneys in private practice for such services. S. Amendments Any amendments to this Agreement must be made, in writing, and approved by the authorized representatives of the Buyer and the University. Edueationa(Se"rcesAgreement. doc Rev 3120114 Page 6 of 8 T. Signatures and Copies This Agreement may be delivered by electronic transmission, such as a facsimile or an emailed PDF or comparable format (such as electronic signatures) which contains an electronic image of the document with requisite signature(s) on the signature page. Such execution and delivery shall be legally binding on the parties to the same extent as if original signatures in ink were delivered in person, and shall be treated in all manner and respects as an original document and will be as valid as the original. Each party represents that the person signing this Agreement on their behalf is authorized to bind that party to this Agreement. U. Entire Agreement This Agreement and any exhibits attached hereto constitute the entire Agreement between the parties to it and supersedes any prior understanding or Agreement with respect to the services contemplated, and may be amended only by written amendment executed by both parties to this Agreement. V. Governing Law This Agreement shall be construed in accordance with the laws of the State of California without regard to its conflict of laws rule. ACKNOWLEDGED AND ACCEPTED BY: CITY OF NEWPORT BEACH THE REGENTS OF THE UNIVERSITY OF CALIFORNIA Signature) Date Jane Welga , Associate Dean Date 6 7� University Extension l.rlsvdLlr� 'C�'ev�r�a.. Type Name Title Notice: "SMOKE AND TOBACCO -FREE ENVIRONMENT: The University of California is committed to a healthy campus and workplace culture and environment. Effective January 2, 2014, the University of California is a Smoke and Tobacco -Free environment. Smoking and the use of smokeless tobacco products (e.g. e -cigarettes and other unregulated nicotine products) is strictly prohibited on all University of California -controlled properties, owned or leased and regardless of location. For more information please see: http://www.policies.uci.edu/adm/pols/903-14.htm]" APPROVED ED AS TO FORM Attest. PV �?if� ev ACftyClerak �l�dtr c e ;I teem �t. (oc Rev. 3120114 o Page 7 of 8 %Lf Po gNi Attachment A DESCRIPTION OF EDUCATIONAL SERVICES Course Name: Professional Communication Skills Course Number: MGMT_854.1 Instructor: Marilouise Carlisle Location: City of Newport Beach Dates: TBD Course Description: Session #1: Professional Communication — Speaking Skills (4 hours) I. Professional Communication Skills Overview— Speaking 8 -8:45 a.m. II. Break 8:45 -9:00 a.m. III. How to Communicate Great Customer Service 9:00 -10:15 a.m. IV. Break 10:15 -10:30 a.m. V. Elements of Public Speaking 10:30 a.m. -12 noon Session #2: Professional Communication — Writing Skills (4 hours) I. Professional Communication Skills Overview - Writing 8 -8:45 a.m. II. Break 8:45 -9:00 a.m. III. Current Business Writing Basics 9:00 -10:15 a.m. IV. Break 10:15 -10:30 a.m. V. Writing Effective E -Mails 10:30 a.m. -12 noon University reserves the right to change instructors or class meetings at any time. EducalionalServicesAgreemenl doe Rev. 3120114 Page 8 of 8