HomeMy WebLinkAboutREGENTS OF THE UNIVERSITY OF CALIFORNIA ON BEHALF OF ITS UCCEINSURANCE ON FILE _
woNiflv�'�'' WOCErb N-2024-026
UNTIL INSURANCE EXPIRES
G"C12F1�
CITY CLERK
DATE: JAN 18 2024
9V-CAA(4\•',� AGREEMENT WITH THE REGENTS OF THE UNIVERSITY OF CALIFORNIA ON
�Q,Xkernanc�y BEHALF OF ITS UC COOPERATIVE EXTENSION FOR ORANGE COUNTY, FOR
EXPANDED FOOD AND NUTRITION CLASSES
THIS AGREEMENT is made and entered into on this 14th day of December, 2023 by and between
The Regents of the University of California, on behalf of its UC Agriculture and Natural Resources
and its UC Cooperative Extension for Orange County (collectively, "UCCE"), and the City of Santa
Ana, a charter city and municipal corporation organized and existing under the Constitution and
laws of the State of California ("City").
RECITALS
A. The City desires to retain a provider having special skill and knowledge in the field of food
and nutrition to provide food and nutrition programming.
B. UCCE represents that UCCE is able and willing to provide such services to the City.
C. In undertaking the performance of this Agreement, UCCE represents that it is
knowledgeable in its field and that any services performed by UCCE under this Agreement
will be performed in compliance with such standards as may reasonably be expected from
a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
a. UCCE shall perform during the term of this Agreement, the tasks and obligations
including all labor, materials, tools, equipment, and incidental customary work
required to fully and adequately complete the services described and set forth in
Exhibit A, attached hereto and incorporated by reference.
b. UCCE shall perform the tasks and obligations set forth in Exhibit A from 6:00 p.m.
to 7:00 p.m. on the following dates:
i. January 18 and 25, 2024;
ii. February 1, 8, 15, 22, and 29, 2024; and
iii. March 7, 2024.
c. UCCE shall perform the tasks and obligations set forth in Exhibit A on the dates
set forth above at the Roosevelt Walker Community Center.
Page 1 of 9
#19793v4
2. COMPENSATION
The parties acknowledge the public benefit provided by UCCE providing classes on food
and nutrition. Given the acknowledged public benefit, UCCE is providing the classes
contemplated by this Agreement free of charge.
3. TERM
This Agreement shall commence on January 8, 2024 and expire on January 6, 2025, unless
terminated earlier in accordance with Section 15, below.
4. INDEPENDENT CONTRACTOR
UCCE shall, during the entire term of this Agreement, be construed to be an independent
contractor and not an employee of the City. This Agreement is not intended nor shall it be construed
to create an employer -employee relationship, a joint venture relationship, or to allow the City to
exercise discretion or control over the professional manner in which UCCE performs the services
which are the subject matter of this Agreement; however, the services to be provided by UCCE
shall be provided in a manner consistent with all applicable standards and regulations governing
such services. UCCE shall pay all salaries and wages, employer's social security taxes,
unemployment insurance and similar taxes relating to employees and shall be responsible for all
applicable withholding taxes.
5. RESERVED
6. INSURANCE
Prior to undertaking performance of work under this Agreement, UCCE shall maintain and
shall require its subcontractors, if any, to obtain and maintain insurance or a program of self-insurance
as described below for the duration of this Agreement:
a. Minimum Scope and Limit of Insurance
Coverage shall be at least as broad as:
(1) Commercial General Liability (CGL): Insurance Services Office Form CG
00 01 covering CGL on an "occurrence" basis, including products and
completed operations, property damage, bodily injury and personal &
advertising injury with limits no less than $1,000,000 per occurrence. If a
general aggregate limit applies, either the general aggregate limit shall apply
separately to this project/location (ISO CG 25 03 or 25 04) or the general
aggregate limit shall be twice the required occurrence limit.
(2) Automobile Liability: Insurance Services Office Form Number CA 0001
covering, Code I (any auto), or if UCCE has no owned autos, Code 8 (hired)
and 9 (non -owned), with a limit no less than $1,000,000 per accident for bodily
injury and property damage.
Page 2 of 9
#19793v4
(3) Workers' Compensation: as required by the State of California, with Statutory
Limits, and Employer's Liability Insurance with limit of no less than
$1,000,000 per accident for bodily injury or disease.
(4) Broader Coverage: if UCCE maintains broader coverage and/or higher limits
than the minimums shown above, the City requires and shall be entitled to the
broader coverage and/or the higher limits maintained by the UCCE. Any
available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
Other Insurance Provisions
(1) Additional Insured Status: The City, its officers, officials, employees, and
volunteers are to be covered as additional insureds on the CGL policy with
respect to liability arising out of work or operations performed by or on behalf
of the UCCE including materials, parts, or equipment furnished in connection
with such work or operations. General liability coverage can be provided in the
form of an endorsement to UCCE's insurance (at least as broad as ISO Form CG
20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20
26, CG 20 33, or CG 20 38; and CG 2037 if a later edition is used).
(2) Primary Coverage: For any claims related to this contract, the UCCE's
insurance coverage shall be primary coverage at least as broad as ISO CG 20 01
04 13 as respects the City, its officers, officials, employees, and volunteers. Any
insurance or self-insurance maintained by the City, its officers, officials,
employees, or volunteers shall be excess of the UCCE's insurance and shall not
contribute with it.
(3) Notice of Cancellation: Each insurance policy required above shall provide
that coverage shall not be canceled, except with notice to the City.
(4) Waiver of Subrogation: Intentionally omitted.
(5) Self -Insured Retentions: Intentionally omitted.
(6) Acceptability of Insurers: Intentionally omitted.
(7) Verification of Coverage: UCCE shall furnish the City with original
Certificates of Insurance before work begins. However, failure to obtain the
required documents prior to the work beginning shall not waive UCCE's
obligation to provide them.
The City reserves the right to require complete, certified copies of all required
insurance policies, including endorsements required by these specifications, at
any time.
Page 3 of 9
#19793v4
✓v1.u✓��II i.I IY�IVr �✓.s J✓✓.e r�u� UY�i Vll✓�YS1`IP'I'P'JVGV�JItt G.u'�v:.�a 1 '... .. i.:... -�:.. ..... . ....
(8) Subcontractors: UCCE shall require and verify that all subcontractors
maintain insurance meeting all the requirements stated herein, and UCCE shall
ensure that City is an additional insured on insurance required from
subcontractors.
(9) Special Risks or Circumstances: City reserves the right to modify these
requirements, including limits, based on the nature of the risk, prior experience,
insurer, coverage, or other special circumstances.
INDEMNIFICATION
UCCE shall defend, indemnify and hold City, its officers, employees, and agents harmless
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, attorneys' fees, or claims for injury or damages are
caused by or result from the negligent or intentional acts or omissions of UCCE, its officers, agents
or employees.
City shall defend, indemnify and hold UCCE, its officers, employees and agents harmless
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, attorneys' fees, or claims for injury or damages are
caused by or result from the negligent or intentional acts or omissions of City, its officers, agents
or employees.
8. INTELLECTUAL PROPERTY INDEMNIFICATION
UCCE shall defend and indemnify the City, its officers, agents, representatives,
and employees against any and all liability, including costs, for infringement of any United States'
letters patent, trademark, or copyright infringement, including costs, contained in the work product
or documents provided by UCCE to the City pursuant to this Agreement.
9. RECORDS
UCCE shall keep records and invoices in connection with the work to be performed under
this Agreement. UCCE shall maintain complete and accurate records with respect to the costs
incurred under this Agreement and any services, expenditures, and disbursements charged to the
City for a minimum period of three (3) years, or for any longer period required by law, from the
date of final payment to UCCE under this Agreement. All such records and invoices shall be clearly
identifiable. UCCE shall allow a representative of the City to examine, audit, and make transcripts
or copies of such records and any other documents created pursuant to this Agreement during
regular business hours. UCCE shall allow inspection of all work, data, documents, proceedings,
and activities related to this Agreement for a period of three (3) years from the date of expiration
of this Agreement.
Page 4 of 9
#19793v4
10. CONFIDENTIALITY
If UCCE receives from the City information which due to the nature of such information
is reasonably understood to be confidential and/or proprietary, UCCE agrees that it shall not use
or disclose such information except in the performance of this Agreement, and further agrees to
exercise the same degree of care it uses to protect its own information of like importance, but in
no event less than reasonable care. "Confidential Information" shall include all nonpublic
information. Confidential information includes not only written information, but also information
transferred orally, visually, electronically, or by other means. Confidential information disclosed
to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The
foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has
been disclosed in publicly available sources; (b) is, through no fault of UCCE disclosed in a publicly
available source; (c) is in rightful possession of UCCE without an obligation of confidentiality; (d)
is required to be disclosed by operation of law; or (e) is independently developed by UCCE without
reference to information disclosed by the City. The parties note that UCCE is a public institution
and is required by law to respond to requests under the California Public Records Act, among other
applicable laws and regulations.
11. CONFLICT OF INTEREST CLAUSE
UCCE covenants that it presently has no interests and shall not have interests, direct or
indirect, which would conflict in any manner with performance of services specified under this
Agreement.
12. NON-DISCRIMINATION
UCCE shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
information, or military and veteran status, age, national origin, ancestry, or disability, as defined
and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
promotion, termination or other employment related activities or any services provided under this
Agreement. UCCE affirms that it is an equal opportunity employer and shall comply with all
applicable federal, state and local laws and regulations.
13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
UCCE, and supersedes any and all other agreements, oral or written, between the parties. In the
event of a conflict between the terms of this Agreement and any attachments hereto, the terms of
this Agreement shall prevail. This Agreement may not be modified except by written instrument
signed by the City and by an authorized representative of UCCE. The parties agree that any terms
or conditions of any purchase order or other instrument that are inconsistent with, or in addition
to, the terms and conditions hereof, shall not bind or obligate UCCE or the City. Each party to this
Agreement acknowledges that no representations, inducements, promises or agreements, orally or
otherwise, have been made by any party, or anyone acting on behalf of any party, which is not
embodied herein.
Page 5 of 9
#19793v4
....':-:... r ..:...I..... . I., : ..:SSI
14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of UCCE, UCCE
may not assign, transfer, delegate, or subcontract any interest herein without the prior written
consent of the City and any such assignment, transfer, delegation or subcontract without the City's
prior written consent shall be considered null and void. Nothing in this Agreement shall be
construed to limit the City's ability to have any of the services which are the subject to this
Agreement performed by City personnel or by other contractors retained by City.
15. TERNIINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, UCCE shall be entitled to receive and the City shall pay UCCE
compensation for all services performed by UCCE prior to receipt of such notice of termination,
subject to the following conditions:
a. As a condition of such payment, the Executive Director may require UCCE to
deliver to the City all work product(s) completed as of such date, and in such case
such work product shall be the property of the City unless prohibited by law, and
UCCE consents to the City's use thereof for such purposes as the City deems
appropriate.
b. Payment need not be made for work which fails to meet the standard of
performance specified in the Recitals of this Agreement.
16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or
granted by the provisions of this Agreement shall be effective unless it is in writing and signed by
the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or
remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not
similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
17. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
determined and governed by the laws of the State of California. Both parties further agree that
Orange County, California, shall be the venue for any action or proceeding that may be brought or
arise out of, in connection with or by reason of this Agreement.
18. PROFESSIONAL LICENSES
UCCE shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
and required by the laws and regulations of the United States, the State of California, the City of
Santa Ana and all other governmental agencies. UCCE shall notify the City immediately and in
writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
Page 6 of 9
#19793v4
exemptions. Said inability shall be cause for termination of this Agreement.
19. BACKGROUND CHECK
UCCE shall ensure that all employees and volunteers are fingerprinted and background
checked prior to conducting any work pursuant to this Agreement. UCCE shall not assign any
employee, agent, subcontractor, volunteer or the Provider personally to provide services pursuant to
this Agreement, if that employee, agent, subcontractor, and/or volunteer are required to register as
a sex offender under California Penal Code Section 290 et seq, have a conviction for any crime of
moral turpitude, have a conviction for a sexual based crime, have a conviction for a violent felony
as defined in California Penal Code Section 667.5(c), or has a conviction for a serious felony as
defined in California Penal Code Section 1192.7(c). Disqualifying convictions include but are not
limited to, violations of California Penal Code Sections 37, 128, 136.1 with Section 186.22, 187,
190-190.4 and 192(a), 205, 206, 207-209.5, 211, 212, 212.5, 213, 214, 215, 218-219, 220, 236.1(b)
or 236.1(c), 243.4, 261, 261.5, 273.5, 262, 264.1, 266, 266c, 266h, 266i, 266j, 267, 269, 272,
273a, 273ab, 273d, 285, 286, 288, 288a, 288.2, 288.3, 288.4, 288.5, 288.7, 289, 290, 311.1,
311.2, 311.3, 311.4, 311.10, 311.11, 314, 347(a), 368, 417(b), 451(a),518 with 186.22, 647.6,
653f(c), 664 and 187, 667.5(c), 18745, 18750, or 18755,12022.53, 11418(b)(1) or(b)(2); Business
and Professions Code Section 729.
20. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement
shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first
class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the
manner provided in this Section, to the following persons:
To City:
Cleric of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
With courtesy copies to:
Executive Director,
Parks, Recreation and Community Services Agency
City of Santa Ana
20 Civic Center Plaza (M-23)
P.O. Box 1988
Santa Ana, California 92702
Fax:(714) 571-4211
Page 7 of 9
#19793v4
To UCCE:
The Regents of the University of California
Attn: Javier Miramontes — UC Cooperative Ext. — Orange County
7601 Irvine Blvd.
Irvine, CA 92618
(949) 653-1809
jftnirunontes@ucanr.edu
A party may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by fax, communication shall be effective or deemed to have
been given twenty-four (24) hours after the time set forth on the transmission report issued by the
transmitting facsimile machine, addressed as set forth above. For purposes of calculating these
time frames, weekends, federal, state, County or City holidays shall be excluded.
21. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the
power, authority and right to bind their respective parties to each of the terms of
this Agreement, and shall indemnify City fully, including reasonable costs and
attorney's fees, for any injuries or damages to City in the event that such authority
or power is not, in fact, held by the signatory or is withdrawn.
b. The Agreement is the final and complete agreement and any prior or
contemporaneous agreements for similar services between the parties is superseded
by this Agreement. This shall not apply where the Parties are currently engaged
and UCCE is providing services not contemplated by this Agreement.
C. All Exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
(Signatures on following page)
Page 8 of 9
#19793v4
N-2024-026
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By.
ndon Salvatierra
Deputy City Attorney
y
#19793v4
CITY OF SANTA ANA
jMWIC 2*
omas R. Hatch
Interim City Manager
REGENTS OF THE UNIVERSITY OF
CALIFORNIA
CDocu8lpnad by:
r6k4, Sawkt/j 12/15/2023
302GO CBVC5 01—
Robin Sanchez
Director, Policies, Compliance, and
Programmatic Agreements
UC Agriculture and Natural Resources
Page 9 of 9
{v V'uV4i 4'c l'JLi4V JYtLs'OSau l .G dz.uLleiP'tst ru 'cR.rf !L: ... ie .. ., r-✓:
......vuiyiru rvcro}ic iv. ti-ooum c-r wi u i
EXHIBIT A
SCOPE OF SERVICES
EXHIBIT A
SCOPE OF SERVICES
VENDOR INFORMATION: The Regents of the University of California
EVENT: UCCE Expanded Food and Nutrition Program EFNEP
SERVICE DATE: January 8, 2024—January 6, 2025
COMPENSATION DUETOTHE VENDOR: No charge
DESCRIPTION:
Nine nutrition classes, each 90 to 120 minutes in length, based on the latest research findings
from the 2020-2025 Dietary Guidelines forAmericans and MyPlate.
The Lesson Titles and Focus
• Welcome to Eating Smart • Being Active (overview of lesson series; relationship building
between educator and participants)
• Get Moving! (physical activity is part of a healthy lifestyle)
• Plan, Shop, $ave (how to stretch your food dollars)
• Fruits & Veggies: Half Your Plate (how to increase amount and variety of fruits and
vegetables)
• Make Half Your Grains Whole (identify whole grain foods and why whole grains are
beneficial)
• Build Strong Bones (calcium rich foods and weight bearing activity help build strong
bones)
• Vary your Protein Routine (choosing lean sources of protein and how to keep food safe)
• Small Changes Matter (choosing foods low in fat, sugar, and salt)
• Celebrate! Eat Smart and Be Active (review of key concepts, celebrate what we've
learned and how to involve family in good food choices)
The curriculum also contains three maternal and infant nutrition lessons as a supplement to the
core nine lessons:
• Eating Smart and Being Active During Pregnancy
• The pregnancy lesson is designed to be taught early in pregnancy and covers topics
about seeing a healthcare provider regularly, eating healthy and being active during
pregnancy, and combating common pregnancy discomforts.
• Feeding Your New Baby
• The new baby lesson covers information about breastfeeding and formula feeding to aid
women late in their pregnancies in deciding how to feed their babies.
• Feeding Your Baby Solid Foods.
• The solid food lesson is designed to be taught to mothers of young infants and provides
information regarding introducing solid foods including when and how to introduce new
foods.
Garcia, Stephanie
From: City of Santa Ana <certificate-request@ctrax.jdidata.com>
Sent: Wednesday, January 10, 2024 3:43 PM
To: Garcia, Stephanie
Subject: Internal Notice of Compliance
Follow Up Flag: Follow up
Flag Status: Flagged
NOTICE OF COMPLIANCE
CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL
Contractor The Regents of the University of California
Name:
Project TBD (122)
Number:
Project AGREEMENT WITH THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
Name: ON BEHALF OF ITS UC COOPERATIVE EXTENSION FOR ORANGE
COUNTY, FOR EXPANDED FOOD AND NUTRITION CLASSES
The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the
insurance requirements. No further action is required at this time.
The compliant coverage(s) are:
TYPE OF INSURANCE POLICY NUMBER EXPIRATION COI DATE FILE NAME
DATE
UC Generic Cert
AUTOMOBILE LIABILITY
SELFINSURED 07/01/2024
07/17/2023
of Self -Ins 2023-
2024.pdf
UC Generic Cert
GENERAL LIABILITY
SELFINSURED 07/01/2024
07/17/2023
of Self -Ins 2023-
2024.pdf
WORKERS COMPENSATION AND EMPLOYERS'
UC Generic Cert
SELFINSURED 07/01/2024
07/17/2023
of Self -Ins 2023-
LIABILITY
2024.pdf
Thank you,