1 SERVICES AGREEMENT
between
THE REGENTS OF THE UNIVERSITY OF
CALIFORNIA
and
CITY OF RICHMOND
This Services Agreement ("Agreement"), effective as of _________, 2023 ("Effective Date"), is by and between The Regents of the University of California, a California public corporation ("University"), on behalf of its Center for Global Healthy Cities (“CGHC”) at its Berkeley campus, and the City of Richmond (“City”), a public entity having a principal place of business at ____________. " Party" hereinafter refers to each Party individually, or collectively as "Parties."
AGREEMENT
1. Scope of Work
The University will perform the services and, if applicable, provide the deliverables set forth in the attached Exhibit A, incorporated by reference and made a part of this Agreement.
2. Fees
The fees or rates for the services to be rendered by the University are set forth in Exhibit A. University will submit all invoices to the City’s representative listed in Section 12 (Notice).
All payments from the City to the University will be made by check payable to "The Regents of the University of California" to an address specified in the invoice or by wire transfer to an account specified in the invoice.
3. Term and Termination
3.1 This Agreement commences on the Effective Date and terminates five years from the Effective Date, unless otherwise amended by the parties in accordance with all applicable laws("Term"), unless earlier terminated in accordance with the terms of this Agreement.
3.2 This Agreement may be terminated by
either Party, with or without cause upon 30
days’ written notice. Should the City terminate this Agreement, the City will be responsible for paying the University for all services rendered as of the date the notice of termination was sent.
3.4 All provisions which, by their nature, extend beyond the Term will survive termination of this Agreement, including but not limited to, Sections 4 (Copyright), 5 (University Name, Trademarks and Logos), 6 (Disclaimer of Warranty), 7 (Limitations of Liability), 8 (Indemnification), 9 (Insurance), and 10 (Confidentiality).
4. Copyright
All rights to a Party’s pre-existing copyrighted or copyrightable materials (or derivative works thereof) will be retained by such Party. All copyright rights to any works created in the performance of this Agreement, as defined in the Scope of Work in Exhibit A ("Deliverables") will vest with the University as a "work made for hire" under U.S. copyright law. If it is determined that the University is not the owner of such Deliverables under the "work made for hire" doctrine, the City hereby irrevocably assigns to the University all right, title, and interest (including 5 copyright rights) to and in such Deliverables.
5. University Name, Trademarks and Logos
The City will not use the name of the University of California ("UC"), any abbreviation thereof, any name of which "University of California" is a part, or any trademarks or logos of the University ("University Marks"), in any commercial context (including, without limitation, on products, in media (including websites), and in advertisements), or in cases when such use may imply an endorsement or sponsorship of the City, its products or services. All such uses of the University's name and trademarks must receive prior written co nsent from The Regents of the University of California through the Office of Business Contracts and Brand Protection, who can be reached at [email protected]. At all times, the City agrees to comply with California Education Code Section 92000.
University Marks are and will remain exclusively the property of the University. The City will not, either directly or indirectly, obtain or attempt to obtain during the Term hereof or at any time thereafter, any right, title or interest in or to University Marks, and the City hereby expressly waives any right which it may have in University Marks. The City recognizes the University's exclusive ownership of University Marks.
6. Disclaimer of Warranty
Except as expressly set forth otherwise in this Agreement, the University makes no warranties, either express or implied, as to the services, the deliverables, or the results provided under this agreement, including, but not limited to, warranties of merchantability, fitness for a particular purpose, and non- infringement. The City acknowledges that the services, the deliverables, and the results are provided on an "as is" basis and without warranties of any kind.
The City further acknowledges that it uses such services, deliverables, and results at its own risk.
The University will bear no responsibility for the success or failure of the services, deliverables, or results.
7. Limitations of Liability
Neither Party shall be liable for any indirect, consequential, incidental, special, punitive, or exemplary damages of any kind arising out of or in any way related to this agreement, whether in warranty, tort, contract, or otherwise, including, without limitation, loss of profits or loss of good will, whether or not the other Party has been advised of the possibility of such damages and whether or not such damages were foreseeable.
8. Indemnification
Each Party will defend, indemnify, and hold the other Party, 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 acts of the Party, its officers, agents, or employees. The Party seeking indemnification agrees to provide the other Party with prompt notice of any such Claim and to permit the indemnifying Party to defend any claim or action, and to cooperate fully in such defense. The indemnifying Party will not settle or consent to the entry of any judgment in any Claim without the consent of the other Party, and such consent will not be unreasonably withheld, conditioned, or delayed.
5 9. Insurance
9.1 The Parties will keep in full force and effect during the Term self-insurance with coverages as set forth in Exhibit B ("Insurance"):
9.2 The Insurance will provide for a retroactive date of placement prior to or coinciding with the Effective Date of this Agreement.
9.3 Within thirty (30) days of the execution of this Agreement, each Party will furnish the other Party with a Certificate of Insurance ("Certificate of Insurance") evidencing compliance with the insurance provisions of this Agreement. Each Party is required to give thirty (30) days' advance written notice to such other Party of any modification, change, or cancellation with respect to the Insurance.
10. Confidentiality
The Parties will not provide or exchange any personally- identifiable or otherwise confidential information in the performance of this Agreement.
11. Miscellaneous
11.1 Governing Law
This Agreement will be governed by and interpreted according to the laws of the State of California, without regard to its conflict of laws provisions. Parties agree and consent to the exclusive jurisdiction of the courts of the State of California for all purposes regarding this Agreement and further agrees and consents that venue of any action brought will be exclusively in the County of Alameda.
11.2 Relationship of the Parties
In the performance of this Agreement, the Parties, including their officers, agents and employees, will act as independent contractors. Nothing in this Agreement will create, or be construed to be, a joint venture, association, partnership, franchise or ot her form of business relationship. At no time will the employees, agents or assigns of one Party be considered the employees of the other Party for any purpose, including but not limited to workers' compensation purposes.
11.3 Force Majeure
If any Party fails to timely perform its obligations under this Agreement because of natural disasters, labor disputes, strikes, actions of governmental authority, acts of terrorism, wars, judicial orders or other causes beyond the reasonable control of the Party obligated to perform, then that Party's performance will be excused for the duration of such force majeure event.
11.4 Assignment
Neither Party may assign this Agreement without the written consent of the other Party.
11.5 Severability
In the event any portion of this Agreement is declared illegal, unenforceable, invalid or void by a court of competent jurisdiction, such portion will be severed from this Agreement, and the remaining provisions will remain in full force and effect.
11.6 Integration
This Agreement, including any exhibits, constitutes the entire understanding and 5 agreement between the Parties as to all matters contained herein, and supersedes all prior agreements, representations and understandings of the Parties. The parties may utilize their standard forms of purchase orders, invoices, quotations and other such forms in administering this Agreement, but any of the terms and conditions printed or otherwise appearing on such forms will not be applicable and will be void. Modifications, including additions or revision of any terms and conditions may only be made by a written agreement signed by both Parties that expressly states in the title of such document an intent to amend this Agreement.
11.7 Waiver
No waiver of any provision of this Agreement will be effective unless made in writing and signed by the waiving party. The failure of any Party to require the performance of any term or obligation of this Agreement, or the waiver by any Party of any breach of this Agreement, will not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.
11.8 Counterparts
This Agreement may be executed in two or more counterparts, which may be transmitted via facsimile or electronically, each of which will be deemed an original and all of which together will constitute one instrument.
11.9 Headings
Article and Section headings used in this Agreement are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.
12. Notice
All notices under this Agreement must be in writing, and must be mailed or delivered by hand or recognized overnight delivery service to the Party to whom such notice is being given. Any such notice will be considered to have been given when received by the Party to whom notice is given or upon receipt by the sending Party of written confirmation of refusal of delivery by the Party to whom notice is sent.
University's representative for all purposes will be:
Name: Jason Corburn, Director CGHC
Address: 226A Wurster Hall, University of California, Berkeley, Berkeley, CA 94720 Phone: 510-643-4790
Email: [email protected]
The City's representative for all purposes will be:
Name: Lina Velasco, Director of Community Development Address: 450 Civic Center Plaza, Richmond, CA, 94804
Email: [email protected]
[signature page follows]
6 13. Representation on Authority of Parties/Signatories Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute this Agreement. Each Party represents and warrants to the other that the execution of the Agreement and the performance of such Party's obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on such Party and enforceable in accordance with its terms.
IN WITNESS WHEREOF, the duly authorized Parties have executed this Agreement as of the Effective Date.
Name: ___________________________________
Tit1e: Richmond Mayor
Date: ______________
Name: ___________________________________
Tit1e: Richmond City Attorney
Date: _____________
Name: ________________________________
Tit1e: Richmond City Clerk
Date: ______________
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
By: _ _
Name:
Title:
Date:
EXHIBIT A
Scope of Work TCC Evaluation Work Plan
The University will conduct project evaluation activities for the City of Richmond’s Transformative Climate Communities (TCC) grant implementation activities. As lead evaluator for Richmond’s TCC grant, the UC Berkeley Center for Global Healthy Cities (CGHC) will document and evaluate program processes as well as outputs, outcomes and impacts. The process evaluation will explore procedural equity. The output, outcomes and impacts evaluation will focus on distributive equity. CGHC will document and analyze different types of measures, using qualitative, quantitative and spatial data.
1, Contract Timeline
July 1, 2023 – June 30, 2029
2. Invoice Schedule & Amount
l) November 1, 2023 $267,500
2) February 1, 2024 $133,750
3) February 1, 2025 $133,750
4) February 1, 2026 $133,750
5) February 1, 2027 $133,750
6) February 1, 2027 $133,750
7) February 1, 2029 $133,750
The total contact amount shall not exceed $1,070,000.
a. Through an Advance Pay Pilot Program, SGC is authorized to provide the City of Richmond advance payments of TCC grant awards through July 1, 2025.1 SGC may approve advance payments under this grant at its sole discretion. All requests for advance payments shall be submitted to the City of Richmond in writing, along with the information requested below. Any material changes to the request form must be reported to the City of Richmond within 15 days.
Advance payments shall not exceed 25% of the total contract amount. All advance payments and the amount of any advance payment is subject to SGC’s sole discretion.
Advance payment requests under this subsection shall, in the written request, provide complete documentation including the following:
(i) Confirm that SGC has approved the itemized budget, spending timeline, and workplan; (ii) Identify the activities to be funded with any advance payment and provide support for the need for the advance payment, which may include but is not limited to, invoices, contracts, estimates, payroll records, and financial records; (iii) Have no outstanding financial audit findings related to any of the moneys eligible for advance payment and be in good standing with the Franchise Tax Board and Internal Revenue Service;
(iv) Confirm compliance with all insurance terms of the TCC Grant Agreement and contract with the City of Richmond;
1 Added by Statutes of 2022, Chapter 569, Section 15 (AB 156).
(v) Confirm that all funds received as an advance payment will be deposited into a federally insured, interest-bearing account that provides the ability to track interest earned and withdrawals. Any accumulated interest shall be deemed to be grant moneys, subject to federal laws and regulations, and CGHC shall report interest earned on the advance payment to the City of Richmond and SGC;
(vi) Describe procedures that will be utilized to minimize the amount of time that elapses between the transfer of funds and the spend down of those funds. Further, demonstrate that any previously advanced funds have been spent down or a plan is in place to ensure spend down of those funds in a timely manner;
(vii) Confirm that CGHC shall provide progress reports on the spend down of advanced funds no less than on a quarterly basis; and
(viii) Confirm that CGHC will provide progress reports following the expenditure of an advance payment that includes a summary of work completed, proof of expenditure, and other associated information.
CGHC shall provide money from advance payments to subrecipients in accordance with their grant program requirements. The City of Richmond requires CGHC to comply with all of SGC’s eligibility requirements.
All unused funding and interest earned provided as an advance payment, but not spent down within the grant timeline, shall be returned to the City of Richmond (and thus SGC).
3. Work Plan
TASK 1: Develop Site-Specific Evaluation with Grantee
Subtask Description Deliverables/Milestones Responsible Parties Timeline A Review the existing TCC Evaluation Plan and
framework
Outline for developing site-
specific evaluation plan
UC
Berkeley/CGHC
Project Manager
Month 1-4
B
Review draft local evaluation plan with Applicant
and Co-Applicants including final indicators,
process/qualitative data, proposed instruments,
comparison areas, and more as needed or
requested. Indicators will be created for each TCC
Funded Project, Transformative Plan, and
Leverage Project. Program indicators should also
include CARB required indicators, TCC General
Indicators, and those recommended by the
Applicant or Co-Applicants
Final Site-Specific Evaluation
Plan; Indicator Tracking Plan
UC
Berkeley/CGHC
Project Manager
Month 2-6
C Review all baseline data in Richmond, focused on
Richmond Rising. Update baseline data for 2023. Monitoring plan UC
Berkeley/CGHC
Project Manager
Month 2-5
TASK 2: Grantee Consultations and Ongoing Technical Assistance Subtask Description Deliverables/Milestones Responsible Parties Timeline A
Hold a kickoff meeting with the Grantee to discuss
the process and schedule for working together.
Grantee will be required to provide a point of
contact for the duration of the grant term.
Meeting summary, contact list
UC Berkeley
Project Manager
and TCC
Coordinator
Month 1-4
B
Develop qualitative reporting tools for implementing
orgs based on Evaluation Plan and Indicator
Tracking Plan (secondary and primary qualitative
data collection and analysis)
Data gathering tools
(qualitative)
UC
Berkeley/CGHC
Project Manager
Month 7-10
C
Develop quantitative reporting tools for
implementing orgs based on Evaluation Plan and
Indicator Tracking Plan (secondary and primary
quantitative data collection and analysis)
Data gathering tools
(quantitative)
UC
Berkeley/CGHC
Project Manager
Month 7-10
D
Draft trainings protocols; Develop and distribute
forms, reporting tools, and technical assistance
plan (i.e., a timeline and process for all data
collection activities) for Grantee and project
partners based on the finalized Evaluation Plan
and Indicator Tracking Plan.
Initial and annual updates to
technical assistance plan to
support grantee and partners
with gathering and reporting
of data
UC
Berkeley/CGHC
Project Manager
Month 7-10 and
annual updates
E
Collaboration protocols with grantee and partners,
including communication and methods for
collecting indicator data, time periods, and updates
on technical assistance needs during the grant
term
Grantee collaboration work
plan and schedule
UC
Berkeley/CGHC
Project Manager
Month 7-12
F Train local orgs in data collection and reporting Data collection workshops UC
Berkeley/CGHC
Project Manager
Month 10-13
TASK 3: Data Collection and Reporting
Subtask Description Deliverables/Milestones Responsible Parties Timeline A
Develop secure, online reporting portal and data
sharing using Tableau, linked to Transparent
Richmond
Online data collection portal
UC
Berkeley/CGHC
Project Manager
Month 10-13
B
Complete CARB-specific reporting templates for all
TCC-funded activities on GHG emission reduction
quantification, co-benefits, and jobs.
Completed CARB Reporting
UC
Berkeley/CGHC
Project Manager
Annually, May 15th
and November 15th
C
Provide an annual evaluation report, and
accompanying presentation (draft not required) that
summarizes and reports on the cumulative results
and/or progress of the TCC investments. The
annual reports will include qualitative and
quantitative data and analysis on the indicators
specified in the TCC Evaluation Plan, and how they
change over time compared to the baseline data.
Annual Report and
Presentation
UC
Berkeley/CGHC
Project Manager
Annually, draft on
January 15th, and
final on March 15th
D
Develop two case studies per year for each TCC
site. This could include a project spotlight or a
people/project profile to communicate TCC project
stories with the public and external stakeholders.
Each case study/profile will include brief copy,
quotes, and high-resolution photos.
Two (2) Case Studies
UC
Berkeley/CGHC
Project Manager
Annually, March
31st and November
30th
E
Collect and analyze data and feedback on the TCC
program. Write a report on the TCC program’s
design and provide key recommendations on the
implementation process.
Annual Process Evaluation
Memo
UC
Berkeley/CGHC
Project Manager
Annually, May 15
th
TASK 4: Project Closeout
Subtask Description Deliverables/Milestones Responsible Parties Timeline
A Conduct workforce development interviews and
focus groups Workforce summary
UC
Berkeley/CGHC
Project Manager
June 2028-April
2029
B Conduct community engagement interviews and
focus groups
Community engagement
summary
UC
Berkeley/CGHC
Project Manager
June 2028-April
2029
C Conduct displacement avoidance interviews and
focus groups
Displacement avoidance
summary
UC
Berkeley/CGHC
Project Manager
June 2028-April
2029
D Conclude the work and provide a final project
closeout report to CARB CARB Close-out reporting
UC
Berkeley/CGHC
Project Manager
Project
Performance
Period
E Develop a report including a complete evaluation of
TCC investment in the Project Area SGC final report
UC
Berkeley/CGHC
Project Manager
Project
Performance
Period
4. Budget
Cap/Threshold
Category Direct Costs Indirect
Cap/Threshold 88 - 100% 12%
Percent of
Request 100.0% 0.0%
Total $ 1,070,000.00 $ -
TASK # COST CATEGORY COST DESCRIPTION COST PER
UNIT ($) UNITS TOTAL PROJECT
COST
TOTAL TCC
GRANT FUNDS
TOTAL
LEVERAGE
1 Direct Costs
Final site-specific evaluation
plan; indicator tracking plan
(hours)
$ 100.00
1000
$ 100,000.00 $ 100,000.00 $
-
1 Direct Costs Monitoring plan (hours) $ 100.00 500 $ 50,000.00 $ 50,000.00 $ -
2 Direct Costs Data gathering tools
(qualitative) (hours) $ 100.00 1000 $ 100,000.00 $ 100,000.00 $ -
2 Direct Costs Data gathering tools
(quantitative) (hours)
$ 100.00
1000
$ 100,000.00 $ 100,000.00 $
-
2 Direct Costs
Initial and annual updates to
technical assistance plan to
support grantee and partners
with gathering and reporting
of data (hours)
$ 100.00
1000
$ 100,000.00 $ 100,000.00 $
-
2 Direct Costs Data collection workshops
(hours) $ 100.00 750 $ 75,000.00 $ 75,000.00 $ -
2 Direct Costs Grantee collaboration work
plan and schedule (hours) $ 100.00 750 $ 75,000.00 $ 75,000.00 $ -
3 Direct Costs Online data collection portal
(hours) $ 100.00 1000 $ 100,000.00 $ 100,000.00 $ -
3 Direct Costs Annual Process Evaluation
Memo (hours) $ 100.00 500 $ 50,000.00 $ 50,000.00 $ -
3 Direct Costs Completed CARB Reporting,
Annually (hours)
$ 100.00 750 $ 75,000.00 $ 75,000.00 $ -
3 Direct Costs Annual Report and
Presentation (hours) $ 100.00 1000
$ 100,000.00 $ 100,000.00 $
-
3 Direct Costs Two (2) Case Studies
Annually (hours) $ 100.00 500 $ 50,000.00 $ 50,000.00 $ -
3 Direct Costs Workforce summary $ 100.00 150 $ 15,000.00 $ 15,000.00 $ -
4 Direct Costs Community engagement
summary $ 100.00 150 $ 15,000.00 $ 15,000.00 $ -
4 Direct Costs Displacement avoidance
summary $ 100.00 150 $ 15,000.00 $ 15,000.00 $ -
4 Direct Costs CARB Close-out reporting $ 100.00 250 $ 25,000.00 $ 25,000.00 $ -
4 Direct Costs SGC final report $ 100.00 250 $ 25,000.00 $ 25,000.00 $ -
TOTALS:
$ 1,070,000.00 $1,070,000.00 $
-