HomeMy WebLinkAboutUCSD University of California San Diego; 2024-06-27; SA25-010Service Agreement Page 1 of 7
UNIVERSITY OF CALIFORNIA, SAN DIEGO
BERKELEY DAVIS IRVINE LOS ANGELES MERCED RIVERSIDE SAN DIEGO SAN FRANCISCO SANTA BARBARA SANTA CRUZ
CORPORATE EDUCATION 9500 GILMAN DRIVE, 0170X DIVISION OF EXTENDED STUDIES LA JOLLA, CALIFORNIA 92093-0170
extendedstudies.ucsd.edu TELEPHONE: (858) 534-9359
SERVICE AGREEMENT
SA25-010
This Service Agreement (“Agreement”) is entered into by and between The Regents of the University of California on behalf
of the University of California, San Diego, a public, not-for-profit, educational institution located at 9500 Gilman Drive, La
Jolla, California 92093 (“UC San Diego”) and the Company whose name and address appear on Exhibit A, attached hereto
and incorporated by reference herein (“Company”).
In consideration of the mutual covenants set forth herein, the parties agree as follows:
1. Scope of Work. UC San Diego will perform the services
set forth on Exhibit A, Services, attached hereto and
incorporated by reference herein (“Services”).
2. Deliverables. UC San Diego will provide to the
Company the deliverables set forth on Exhibit A,
incorporated by reference herein.
3. Cost. As consideration for UC San Diego’s performance
of the Services, the Company will pay UC San Diego the
costs set forth on Exhibit A, incorporated by reference
herein.
4. Payment.
4.1. Schedule. The Company shall pay UC San Diego
the compensation on the dates or milestones set
forth on Exhibit A, incorporated by reference
herein.
4.2. Remittance. Checks are to be made payable to
The Regents of the University of California and
sent to the address set forth in Exhibit A.
5. Term of Agreement. This Agreement will begin and
end on the dates set forth on Exhibit A.
6. UC San Diego Contact. All inquiries and notices with
respect to this Agreement shall be sent to the UC San
Diego contact whose name and related information
are set forth on Exhibit A.
7. Responsibilities. The Company shall provide to UC San
Diego those items listed in Exhibit A, if any, in a timely
and secure manner so as to allow UC San Diego to
perform its work. The parties agree to comply with any
and all applicable laws, rules, regulations, and policies.
8. Termination. Either party may terminate this
Agreement upon thirty (30) days’ written notice. If the
Company terminates this Agreement, the Company
will pay UC San Diego for all costs and any non-
cancelable obligations incurred up to the effective date
of termination.
9. Insurance. Each party shall, at its sole cost, shall insure
its activities and indemnification obligations in
connection with this Agreement from its inception and
shall keep in force and maintain insurance or self-
insurance as follows: general liability, business
automobile liability, and workers’ compensation and
such other insurance as may be necessary to provide
coverage for its performance under this Agreement. If
the insurance is written on a claims-made form, it shall
continue for a period of three years following
termination of this Agreement. The coverage required
herein shall not in any way limit the liability of either
party.
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10. Indemnification. Each party shall defend, indemnify
and hold the other party, its officers, employees, and
agents harmless from and against any and all liability,
loss, expense (including attorneys’ fees), and 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 (including death) or damages are
caused by or result from the negligent or intentional
acts or omissions of the indemnifying party, its officers,
employees, or agents.
11. Patent Infringement Indemnification. The Company
shall indemnify, defend, and hold harmless UC San
Diego, its officers, agents, and employees against all
losses, damages, liabilities, costs, and expenses
(including but not limited to attorneys' fees) resulting
from any judgment or proceeding in which it is
determined, or any settlement agreement arising out
of the allegation, that the Company's furnishing or
supplying UC San Diego with parts, goods,
components, programs, practices, or methods under
this Agreement or UC San Diego’s use of such parts,
goods, components, programs, practices, or methods
supplied by the Company under this Agreement
constitutes an infringement of any patent, copyright,
trademark, trade name, trade secret, or other
proprietary or contractual right of any third party. UC
San Diego shall inform the Company as soon as
practicable of the suit or action alleging such
infringement. The Company shall not settle such suit or
action without the consent of UC San Diego. UC San
Diego retains the right to participate in the defense
against any such suit or action.
12. Limitation of Liability. EXCEPT WITH REGARD TO ITS
INDEMNIFICATION OBLIGATIONS, NEITHER PARTY WILL
BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, EXEMPLARY OR
CONSEQUENTIAL DAMAGES, OR COSTS, INCLUDING,
BUT NOT LIMITED TO, ANY LOST PROFITS OR
REVENUES, EVEN IF SUCH PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES AND
REGARDLESS OF THE LEGAL THEORY UNDER WHICH
SUCH DAMAGES ARE SOUGHT. UC SAN DIEGO
DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED,
INCLUDING WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT
SHALL UC SAN DIEGO’S TOTAL LIABILITY UNDER THIS
AGREEMENT EXCEED THE AMOUNT PAID BY THE
COMPANY FOR THE SERVICES.
13. Company’s Ownership of Deliverables. The Company
will own the deliverables, if any, upon payment in full
of the cost of the Services. Notwithstanding the
above, UC San Diego shall retain in full all rights, title
and interest (including without limitation, patents and
copyrights) to any of its pre-existing Intellectual
Property, unless otherwise specified.
14. Use of UC San Diego Name. California Education Code
Section 92000 prohibits use of the University of
California, San Diego’s name to suggest that UC San
Diego endorses a product or service. The Company will
not use The University of California’s name, or any
acronym thereof, including UC San Diego, without UC
San Diego’s prior written approval.
15. Excusable Delay. In the event of a delay caused by
inclement weather, fire, flood, strike or other labor
dispute, acts of God, acts of Governmental officials or
agencies, or any other cause beyond the control of UC
San Diego, UC San Diego 's performance is excused
hereunder for the periods of time attributable to such
a delay, which may extend beyond the time lost due to
one or more of the causes mentioned above. The
Company's duty to pay for past or continuing costs is
not suspended hereunder.
16. Notice. Any notice or communication required by this
Agreement shall be in writing and shall be deemed to
have been duly given if delivered personally, or sent by
overnight mail, or prepaid registered mail, or
confirmed facsimile transmission, addressed to the
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other party at the address set forth on Exhibit A, or at
such other address as such party hereto may hereafter
specify in writing to the other party.
17. Status of Parties. This Agreement is not intended to
create, nor shall it be construed to be, a joint venture,
association, partnership, franchise, or other form of
business relationship. Neither party shall have, nor
hold itself out as having, any right, power or authority
to assume, create, or incur any expenses, liability, or
obligation on behalf of the other party, except as
expressly provided herein.
18. Third-Party Beneficiary. There are no intended third-
party beneficiaries to this Agreement.
19. Severability. If any provision of this Agreement is held
invalid, illegal or unenforceable in any respect, such
provision shall be treated as severable, leaving the
remaining provisions unimpaired, provided that such
does not materially prejudice either party in their
respective rights and obligations contained in the valid
terms, covenants, or conditions.
20. Non-Waiver. The failure of either party to require the
performance of any of the terms of this Agreement or
the waiver by either party of any default under this
Agreement shall not prevent a subsequent
enforcement of such term, nor be deemed a waiver of
any subsequent breach.
21. Modification of Agreement. This Agreement shall be
changed only by written agreement of the parties.
22. Applicable Law. This Agreement shall be governed by
the laws of the State of California without regard to its
conflict of laws provisions.
23. DIsputes. In the event of any dispute, claim, question,
or disagreement arising from or relating to this
Agreement or the breach thereof, the parties hereto
shall use reasonable efforts to settle the dispute, claim,
question, or disagreement. To this effect, they shall
consult and negotiate with each other in good faith
and recognizing their mutual interests, attempt to
reach a just and equitable solution satisfactory to both.
Should a dispute fail to be resolved through discussion
between them, it may be finally settled in court in San
Diego, California or arbitration in San Diego, California.
24. Headings and Captions. Headings and captions in this
Agreement are to facilitate reference only, do not form
a part of this Agreement, and shall not in any way
affect the interpretation hereof.
25. Authority. Both parties represent that each has the
full authority to perform its obligations under this
Agreement and that the person executing this
Agreement has the authority to bind it.
26. Survival. Provisions of this Agreement, which by their
express terms, or by necessary implication, apply for a
period of time other than specified herein, shall be
given effect, notwithstanding termination or
expiration.
27. Entire Agreement. This Agreement, including Exhibit A
which terms and conditions are made a part hereof,
sets forth the entire agreement of the parties with
respect to the subject matter herein and supersedes
any prior agreements, oral and written, and all other
communications between the parties with respect to
such subject matter. Any terms and conditions
contained in the Company’s purchase order or similar
document shall have no force and effect. Any changes
or additions to Sections 1-30, inclusive, of this
Agreement are invalid, unless approved in writing by
the UC San Diego Division of Extended Studies
representative identified in Exhibit A, Paragraph 7.
28. Student Privacy Statement. The Company shall be
under the control of UC San Diego Division of Extended
Studies with respect to the use and maintenance of
student information and education records and shall
be subject to the requirements of the Family
Educational Rights and Privacy Act (FERPA) and other
applicable laws governing the use and disclosure of
student information.
29. Institutional Policies. All students attending courses
offered in partnership with UC San Diego and company
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are part of the UC San Diego community and are
expected to follow University and UC-wide policies.
Both parties shall comply with section 504 of the
Rehabilitation Act of 1973 and the Americans with
Disabilities Act of 1990, which prohibits discrimination
against individuals on the basis of their disabilities.
Both parties agree to make reasonable
accommodations according to ADA guidelines. Both
parties, in accordance with applicable federal and state
law and University policy, shall not discriminate on the
basis of race, color, national origin, religion, sex,
gender identity, pregnancy, physical or mental
disability, medical condition (cancer-related or genetic
characteristics), ancestry, marital status, age, sexual
orientation, citizenship or military service. The
University also prohibits harassment on any of these
bases.
30.Rights to Use of Course and Course Materials. UC San
Diego and the Company agree that any copyright,
trademark or publication rights associated with titles,
descriptions, outlines, pedagogical design, or learning
activities, or language or graphic images used for this
course belong to and are retained by The Regents of
the University of California on behalf of the San Diego
Campus. Any printed or electronic materials used in
the course that are the property of the Company are
retained by the Company. Neither party may copy or
make available to third parties the property of the
other party without express written consent.”
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth below.
THE REGENTS OF THE UNIVERSITY
OF CALIFORNIA ON BEHALF OF THE
UNIVERSITY OF CALIFORNIA, SAN DIEGO
COMPANY
CITY OF CARLSBAD
By:________________ ________________________ By:________________________________________
Name: Collins Ejiogu Name:
Title: Chief Administrative Officer Title:
Date: Date:
David Graham
Chief Innovation Officer
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6/27/2024 7/1/2024
Service Agreement Page 5 of 7
EXHIBIT A
SERVICES
SA25-010
COMPANY:
CITY OF CARLSBAD, CALIFORNIA
A California government organization
Principal place of business located at 1200 Carlsbad Village Drive, Carlsbad, CA 92008
Attention: David van Gilluwe
Telephone: 442-339-5985
Email: david.vangilluwe@carlsbadca.gov
COMPANY BILLING/NOTICE CONTACT:
CITY OF CARLSBAD, CALIFORNIA
Attention: David van Gilluwe
1200 Carlsbad Village Drive, Carlsbad, CA 92008
Telephone: 442-339-5985
Email: david.vangilluwe@carlsbadca.gov
1. SCOPE OF WORK:
The Services will be performed as follows or in accordance with the attachment hereto and incorporated by reference
herein. Any terms and conditions contained in the scope of work that conflict with paragraphs 1 -30 of the Service
Agreement are not valid and are of no force and effect.
Enrollment in the UC San Diego Division of Extended Studies Project Management Certificate program
(https://extendedstudies.ucsd.edu/courses-and-programs/project-management) for one CITY OF CARLSBAD employee.
2. DELIVERABLES:
Enrollment for the following CITY OF CARLSBAD employee: Bryan Chau (UCSD Student ID# TBD)
The following classes will be covered under this agreement (prices accurate as of June, 2024):
Course # Title Published Cost
BUSA-40064 Project Management Essentials $ 695.00
BUSA-40064 Work Team Concepts and Skills $ 695.00
BUSA-40715 Project Planning and Scheduling $ 695.00
BUSA-40978 Leading and Managing Change $ 695.00
BUSA-40970 Project Cost Management $ 635.00
BUSA-40128 Interest-Based Negotiation $ 695.00
BUSA-40991 Lean Six Sigma Yellow Belt $ 495.00
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Project Management Cert Fee $ 95.00
Total $ 4,700.00
Enrollment Process
The student will contact the Corporate Education team to request enrollment in courses no later than two (2) weeks
before the scheduled course start date. UCSD will deduct course fees from the CITY OF CARLSBAD’s existing balance.
Should the balance be insufficient to cover course fees, UCSD will delay enrollment until sufficient funds are available.
3. COST: Total not to exceed $5,170.00
(Calculated cost above of $4,700.00 plus a 10% margin to cover possible future course price increases)
4. PAYMENT
4.1. SCHEDULE:
UCSD will invoice CITY OF CARLSBAD for estimated total course fees upon the execution of this agreement.
4.1.1.
☒ Invoices will be submitted in accordance with the payment schedule
4.2. REMITTANCE: Please indicate preferred payment method.
☐Credit Card Payments: UCSD Extended Studies accepts Visa, MasterCard, Discover and American Express credit
cards. Please contact Dianne Seriva in the Extended Studies Financial and Business Services Office at (858) 534-
3117 to pay via credit card.
☐Checks are to be made payable to The Regents of the University of California and sent to:
University of California, San Diego
Attention: Dianne Seriva – SA25-010
9500 Gilman Drive Mail Code 0170F
La Jolla, California 92093-0170
☐Wire Transfer Payments: Please contact Dianne Seriva, Extended Studies Financial and Business Services, at
(858) 534-3117 or dseriva@ucsd.edu for bank routing information. Please notify Dianne by email with the
following information to ensure that your payment can be easily identified and appropriately applied:
• Invoice or Service Agreement number
• Date wire sent
• Expected dollar amount to be transferred
• Expected date of wire transfer
• Name of bank wire was sent from
• Country or state where money is coming from
• A list of students for which the payment is being made
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5. TERM OF AGREEMENT: This Agreement will begin on the 27th day of June, 2024 and end on the 31st day of December,
2026.
6. UCSD CONTACT:
Brandon Chavez
University of California, San Diego
9500 Gilman Drive, Dept. M/C 0170X
La Jolla, California 92093-0170
Telephone: (858) 534-9259
Email: bjchavez@ucsd.edu
7. PER SECTION 27 OF THE AGREEMENT, THE UCSD REPRESENTATIVE RESPONSIBLE FOR APPROVING CHANGES OR
ADDITIONS TO THIS AGREEMENT: COLLINS EJIOGU, CHIEF ADMINISTRATIVE OFFICER
8. SIGN AND RETURN THE ORIGINALS WITHIN 5 BUSINESS DAYS BY EMAIL, FAX OR MAIL TO:
UCSD EXTENDED STUDIES BUSINESS AFFAIRS AND Corporate Education
Attn: Lorenzo Loero University of California, San Diego
9500 Gilman Drive, MC 0170F 9500 Gilman, MC 0170X
La Jolla, CA 92093-0170 La Jolla, CA 92093-0170
Email: lloero@ucsd.edu Email: bjchavez@ucsd.edu
Fax: (858) 822- 2243 Fax: (858) 534-9359
END OF EXHIBIT A
_____________________________________________________________________________________________________
For UC San Diego Division of Extended Studies Office Use Only SA25-010
Account Name: Corporate Education
Entity: 16110 Fund: 10700 Financial Unit: 1000036 Function: 610 Project #: 1003282 Task#: _6_ SID:
Initials: preparer's initials
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UNIVERSITY OF CALIFORNIA, SAN DIEGO
BERKELEY DAVIS IRVINE LOS ANGELES MERCED RIVERSIDE SAN DIEGO SAN FRANCISCO SANTA BARBARA SANTA CRUZ
CORPORATE EDUCATION 9500 GILMAN DRIVE, 0170X DIVISION OF EXTENDED STUDIES LA JOLLA, CALIFORNIA 92093-0170
extendedstudies.ucsd.edu TELEPHONE: (858) 534-9359
SERVICE AGREEMENT
SA25-011
This Service Agreement (“Agreement”) is entered into by and between The Regents of the University of California on behalf
of the University of California, San Diego, a public, not-for-profit, educational institution located at 9500 Gilman Drive, La
Jolla, California 92093 (“UC San Diego”) and the Company whose name and address appear on Exhibit A, attached hereto
and incorporated by reference herein (“Company”).
In consideration of the mutual covenants set forth herein, the parties agree as follows:
1. Scope of Work. UC San Diego will perform the services
set forth on Exhibit A, Services, attached hereto and
incorporated by reference herein (“Services”).
2. Deliverables. UC San Diego will provide to the
Company the deliverables set forth on Exhibit A,
incorporated by reference herein.
3. Cost. As consideration for UC San Diego’s performance
of the Services, the Company will pay UC San Diego the
costs set forth on Exhibit A, incorporated by reference
herein.
4. Payment.
4.1. Schedule. The Company shall pay UC San Diego
the compensation on the dates or milestones set
forth on Exhibit A, incorporated by reference
herein.
4.2. Remittance. Checks are to be made payable to
The Regents of the University of California and
sent to the address set forth in Exhibit A.
5. Term of Agreement. This Agreement will begin and
end on the dates set forth on Exhibit A.
6. UC San Diego Contact. All inquiries and notices with
respect to this Agreement shall be sent to the UC San
Diego contact whose name and related information
are set forth on Exhibit A.
7. Responsibilities. The Company shall provide to UC San
Diego those items listed in Exhibit A, if any, in a timely
and secure manner so as to allow UC San Diego to
perform its work. The parties agree to comply with any
and all applicable laws, rules, regulations, and policies.
8. Termination. Either party may terminate this
Agreement upon thirty (30) days’ written notice. If the
Company terminates this Agreement, the Company
will pay UC San Diego for all costs and any non-
cancelable obligations incurred up to the effective date
of termination.
9. Insurance. Each party shall, at its sole cost, shall insure
its activities and indemnification obligations in
connection with this Agreement from its inception and
shall keep in force and maintain insurance or self-
insurance as follows: general liability, business
automobile liability, and workers’ compensation and
such other insurance as may be necessary to provide
coverage for its performance under this Agreement. If
the insurance is written on a claims-made form, it shall
continue for a period of three years following
termination of this Agreement. The coverage required
herein shall not in any way limit the liability of either
party.
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10. Indemnification. Each party shall defend, indemnify
and hold the other party, its officers, employees, and
agents harmless from and against any and all liability,
loss, expense (including attorneys’ fees), and 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 (including death) or damages are
caused by or result from the negligent or intentional
acts or omissions of the indemnifying party, its officers,
employees, or agents.
11. Patent Infringement Indemnification. The Company
shall indemnify, defend, and hold harmless UC San
Diego, its officers, agents, and employees against all
losses, damages, liabilities, costs, and expenses
(including but not limited to attorneys' fees) resulting
from any judgment or proceeding in which it is
determined, or any settlement agreement arising out
of the allegation, that the Company's furnishing or
supplying UC San Diego with parts, goods,
components, programs, practices, or methods under
this Agreement or UC San Diego’s use of such parts,
goods, components, programs, practices, or methods
supplied by the Company under this Agreement
constitutes an infringement of any patent, copyright,
trademark, trade name, trade secret, or other
proprietary or contractual right of any third party. UC
San Diego shall inform the Company as soon as
practicable of the suit or action alleging such
infringement. The Company shall not settle such suit or
action without the consent of UC San Diego. UC San
Diego retains the right to participate in the defense
against any such suit or action.
12. Limitation of Liability. EXCEPT WITH REGARD TO ITS
INDEMNIFICATION OBLIGATIONS, NEITHER PARTY WILL
BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, EXEMPLARY OR
CONSEQUENTIAL DAMAGES, OR COSTS, INCLUDING,
BUT NOT LIMITED TO, ANY LOST PROFITS OR
REVENUES, EVEN IF SUCH PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES AND
REGARDLESS OF THE LEGAL THEORY UNDER WHICH
SUCH DAMAGES ARE SOUGHT. UC SAN DIEGO
DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED,
INCLUDING WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT
SHALL UC SAN DIEGO’S TOTAL LIABILITY UNDER THIS
AGREEMENT EXCEED THE AMOUNT PAID BY THE
COMPANY FOR THE SERVICES.
13. Company’s Ownership of Deliverables. The Company
will own the deliverables, if any, upon payment in full
of the cost of the Services. Notwithstanding the
above, UC San Diego shall retain in full all rights, title
and interest (including without limitation, patents and
copyrights) to any of its pre-existing Intellectual
Property, unless otherwise specified.
14. Use of UC San Diego Name. California Education Code
Section 92000 prohibits use of the University of
California, San Diego’s name to suggest that UC San
Diego endorses a product or service. The Company will
not use The University of California’s name, or any
acronym thereof, including UC San Diego, without UC
San Diego’s prior written approval.
15. Excusable Delay. In the event of a delay caused by
inclement weather, fire, flood, strike or other labor
dispute, acts of God, acts of Governmental officials or
agencies, or any other cause beyond the control of UC
San Diego, UC San Diego 's performance is excused
hereunder for the periods of time attributable to such
a delay, which may extend beyond the time lost due to
one or more of the causes mentioned above. The
Company's duty to pay for past or continuing costs is
not suspended hereunder.
16. Notice. Any notice or communication required by this
Agreement shall be in writing and shall be deemed to
have been duly given if delivered personally, or sent by
overnight mail, or prepaid registered mail, or
confirmed facsimile transmission, addressed to the
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other party at the address set forth on Exhibit A, or at
such other address as such party hereto may hereafter
specify in writing to the other party.
17. Status of Parties. This Agreement is not intended to
create, nor shall it be construed to be, a joint venture,
association, partnership, franchise, or other form of
business relationship. Neither party shall have, nor
hold itself out as having, any right, power or authority
to assume, create, or incur any expenses, liability, or
obligation on behalf of the other party, except as
expressly provided herein.
18. Third-Party Beneficiary. There are no intended third-
party beneficiaries to this Agreement.
19. Severability. If any provision of this Agreement is held
invalid, illegal or unenforceable in any respect, such
provision shall be treated as severable, leaving the
remaining provisions unimpaired, provided that such
does not materially prejudice either party in their
respective rights and obligations contained in the valid
terms, covenants, or conditions.
20. Non-Waiver. The failure of either party to require the
performance of any of the terms of this Agreement or
the waiver by either party of any default under this
Agreement shall not prevent a subsequent
enforcement of such term, nor be deemed a waiver of
any subsequent breach.
21. Modification of Agreement. This Agreement shall be
changed only by written agreement of the parties.
22. Applicable Law. This Agreement shall be governed by
the laws of the State of California without regard to its
conflict of laws provisions.
23. DIsputes. In the event of any dispute, claim, question,
or disagreement arising from or relating to this
Agreement or the breach thereof, the parties hereto
shall use reasonable efforts to settle the dispute, claim,
question, or disagreement. To this effect, they shall
consult and negotiate with each other in good faith
and recognizing their mutual interests, attempt to
reach a just and equitable solution satisfactory to both.
Should a dispute fail to be resolved through discussion
between them, it may be finally settled in court in San
Diego, California or arbitration in San Diego, California.
24. Headings and Captions. Headings and captions in this
Agreement are to facilitate reference only, do not form
a part of this Agreement, and shall not in any way
affect the interpretation hereof.
25. Authority. Both parties represent that each has the
full authority to perform its obligations under this
Agreement and that the person executing this
Agreement has the authority to bind it.
26. Survival. Provisions of this Agreement, which by their
express terms, or by necessary implication, apply for a
period of time other than specified herein, shall be
given effect, notwithstanding termination or
expiration.
27. Entire Agreement. This Agreement, including Exhibit A
which terms and conditions are made a part hereof,
sets forth the entire agreement of the parties with
respect to the subject matter herein and supersedes
any prior agreements, oral and written, and all other
communications between the parties with respect to
such subject matter. Any terms and conditions
contained in the Company’s purchase order or similar
document shall have no force and effect. Any changes
or additions to Sections 1-30, inclusive, of this
Agreement are invalid, unless approved in writing by
the UC San Diego Division of Extended Studies
representative identified in Exhibit A, Paragraph 7.
28. Student Privacy Statement. The Company shall be
under the control of UC San Diego Division of Extended
Studies with respect to the use and maintenance of
student information and education records and shall
be subject to the requirements of the Family
Educational Rights and Privacy Act (FERPA) and other
applicable laws governing the use and disclosure of
student information.
29. Institutional Policies. All students attending courses
offered in partnership with UC San Diego and company
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are part of the UC San Diego community and are
expected to follow University and UC-wide policies.
Both parties shall comply with section 504 of the
Rehabilitation Act of 1973 and the Americans with
Disabilities Act of 1990, which prohibits discrimination
against individuals on the basis of their disabilities.
Both parties agree to make reasonable
accommodations according to ADA guidelines. Both
parties, in accordance with applicable federal and state
law and University policy, shall not discriminate on the
basis of race, color, national origin, religion, sex,
gender identity, pregnancy, physical or mental
disability, medical condition (cancer-related or genetic
characteristics), ancestry, marital status, age, sexual
orientation, citizenship or military service. The
University also prohibits harassment on any of these
bases.
30.Rights to Use of Course and Course Materials. UC San
Diego and the Company agree that any copyright,
trademark or publication rights associated with titles,
descriptions, outlines, pedagogical design, or learning
activities, or language or graphic images used for this
course belong to and are retained by The Regents of
the University of California on behalf of the San Diego
Campus. Any printed or electronic materials used in
the course that are the property of the Company are
retained by the Company. Neither party may copy or
make available to third parties the property of the
other party without express written consent.”
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth below.
THE REGENTS OF THE UNIVERSITY
OF CALIFORNIA ON BEHALF OF THE
UNIVERSITY OF CALIFORNIA, SAN DIEGO
COMPANY
CITY OF CARLSBAD
By:________________ ________________________ By:________________________________________
Name: Collins Ejiogu Name:
Title: Chief Administrative Officer Title:
Date: Date:
David Graham
Chief Innovation Officer
DocuSign Envelope ID: 0B6030A1-CDB8-4404-9EBB-3B590C2205F6
6/27/2024 7/1/2024
Service Agreement Page 5 of 7
EXHIBIT A
SERVICES
SA25-011
COMPANY:
CITY OF CARLSBAD, CALIFORNIA
A California government organization
Principal place of business located at 1200 Carlsbad Village Drive, Carlsbad, CA 92008
Attention: David van Gilluwe
Telephone: 442-339-5985
Email: david.vangilluwe@carlsbadca.gov
COMPANY BILLING/NOTICE CONTACT:
CITY OF CARLSBAD, CALIFORNIA
Attention: David van Gilluwe
1200 Carlsbad Village Drive, Carlsbad, CA 92008
Telephone: 442-339-5985
Email: david.vangilluwe@carlsbadca.gov
1. SCOPE OF WORK:
The Services will be performed as follows or in accordance with the attachment hereto and incorporated by reference
herein. Any terms and conditions contained in the scope of work that conflict with paragraphs 1 -30 of the Service
Agreement are not valid and are of no force and effect.
Enrollment in the UC San Diego Division of Extended Studies Project Management Certificate program
(https://extendedstudies.ucsd.edu/courses-and-programs/project-management) for one CITY OF CARLSBAD employee.
2. DELIVERABLES:
Enrollment for the following CITY OF CARLSBAD employee: David van Gilluwe (UCSD Student ID# TBD)
The following classes will be covered under this agreement (prices accurate as of June, 2024):
Course # Title Published Cost
BUSA-40064 Project Management Essentials $ 695.00
BUSA-40064 Work Team Concepts and Skills $ 695.00
BUSA-40715 Project Planning and Scheduling $ 695.00
BUSA-40978 Leading and Managing Change $ 695.00
BUSA-40970 Project Cost Management $ 635.00
BUSA-40128 Interest-Based Negotiation $ 695.00
BUSA-40991 Lean Six Sigma Yellow Belt $ 495.00
DocuSign Envelope ID: 0B6030A1-CDB8-4404-9EBB-3B590C2205F6
Service Agreement Page 6 of 7
Project Management Cert Fee $ 95.00
Total $ 4,700.00
Enrollment Process
The student will contact the Corporate Education team to request enrollment in courses no later than two (2) weeks
before the scheduled course start date. UCSD will deduct course fees from the CITY OF CARLSBAD’s existing balance.
Should the balance be insufficient to cover course fees, UCSD will delay enrollment until sufficient funds are available.
3. COST: Total not to exceed $5,170.00
(Calculated cost above of $4,700.00 plus a 10% margin to cover possible future course price increases)
4. PAYMENT
4.1. SCHEDULE:
UCSD will invoice CITY OF CARLSBAD for estimated total course fees upon the execution of this agreement.
4.1.1.
☒ Invoices will be submitted in accordance with the payment schedule
4.2. REMITTANCE: Please indicate preferred payment method.
☐Credit Card Payments: UCSD Extended Studies accepts Visa, MasterCard, Discover and American Express credit
cards. Please contact Dianne Seriva in the Extended Studies Financial and Business Services Office at (858) 534-
3117 to pay via credit card.
☐Checks are to be made payable to The Regents of the University of California and sent to:
University of California, San Diego
Attention: Dianne Seriva – SA25-011
9500 Gilman Drive Mail Code 0170F
La Jolla, California 92093-0170
☐Wire Transfer Payments: Please contact Dianne Seriva, Extended Studies Financial and Business Services, at
(858) 534-3117 or dseriva@ucsd.edu for bank routing information. Please notify Dianne by email with the
following information to ensure that your payment can be easily identified and appropriately applied:
• Invoice or Service Agreement number
• Date wire sent
• Expected dollar amount to be transferred
• Expected date of wire transfer
• Name of bank wire was sent from
• Country or state where money is coming from
• A list of students for which the payment is being made
DocuSign Envelope ID: 0B6030A1-CDB8-4404-9EBB-3B590C2205F6
Service Agreement Page 7 of 7
5. TERM OF AGREEMENT: This Agreement will begin on the 27th day of June, 2024 and end on the 31st day of December,
2026.
6. UCSD CONTACT:
Brandon Chavez
University of California, San Diego
9500 Gilman Drive, Dept. M/C 0170X
La Jolla, California 92093-0170
Telephone: (858) 534-9259
Email: bjchavez@ucsd.edu
7. PER SECTION 27 OF THE AGREEMENT, THE UCSD REPRESENTATIVE RESPONSIBLE FOR APPROVING CHANGES OR
ADDITIONS TO THIS AGREEMENT: COLLINS EJIOGU, CHIEF ADMINISTRATIVE OFFICER
8. SIGN AND RETURN THE ORIGINALS WITHIN 5 BUSINESS DAYS BY EMAIL, FAX OR MAIL TO:
UCSD EXTENDED STUDIES BUSINESS AFFAIRS AND Corporate Education
Attn: Lorenzo Loero University of California, San Diego
9500 Gilman Drive, MC 0170F 9500 Gilman, MC 0170X
La Jolla, CA 92093-0170 La Jolla, CA 92093-0170
Email: lloero@ucsd.edu Email: bjchavez@ucsd.edu
Fax: (858) 822- 2243 Fax: (858) 534-9359
END OF EXHIBIT A
_____________________________________________________________________________________________________
For UC San Diego Division of Extended Studies Office Use Only SA25-011
Account Name: Corporate Education
Entity: 16110 Fund: 10700 Financial Unit: 1000036 Function: 610 Project #: 1003282 Task#: _6_ SID:
Initials: preparer's initials
DocuSign Envelope ID: 0B6030A1-CDB8-4404-9EBB-3B590C2205F6
1
David van Gilluwe
From:Anayeli Zavala
Sent:Thursday, June 27, 2024 11:47 AM
To:David van Gilluwe
Subject:RE: UCSD: New Student for PMP
Hi David,
Given the time constraints (end of fiscal year) and the low risk of this agreement (online classes and 1 in-person
class at the UCSD campus), I will approve it as to form.
However, if we enter into this agreement again, I would like it in Word format so that I can make some edits. I
would like to limit the city’s liability to the contract price as this is written only to limit UCSD’s liability. Further, I
would remove the IP indemnification as we are not providing any type of IP software etc. to UCSD for which we
would need to indemnify them (that term doesn’t make sense in this context). We also don’t agree to arbitration so
I would remove that option under section 23.
Question: In the event class prices don’t increase, what happens to the unused 10% margin incorporated into the
cost of the contract? Do we receive a check refund? Has that happened in the past?
Please note we don’t usually agree to these type of budget buffers that increase the contract price as it
encourages increases in prices. Instead, we would simply draft an amendment to fund an increase in fees
(if necessary). I would remove the budget buffer in the future as well.
Thank you!
Anayeli Zavala
Deputy City Attorney
City of Carlsbad
1200 Carlsbad Village Drive
Carlsbad, CA 92008
www.carlsbadca.gov
442-339-5272 | anayeli.zavala@carlsbadca.gov
CONFIDENTIALITY NOTICE: This email message, including any attachments, is for the sole use of the intended recipient(s) and may
contain information protected by the attorney-client privilege, the attorney work product doctrine or other applicable privileges or
confidentiality laws or regulations. If you are not an intended recipient, you may not review, use, copy, disclose or distribute this
message or any of the information contained in this message to anyone. If you are not the intended recipient, please contact the
sender by reply email and destroy all copies of this message and any attachments. Unintended transmission is not a waiver of the
attorney-client or any other privilege.
From: David van Gilluwe <David.vanGilluwe@carlsbadca.gov>
Sent: Thursday, June 27, 2024 11:04 AM
To: Anayeli Zavala <Anayeli.Zavala@carlsbadca.gov>
Subject: FW: UCSD: New Student for PMP
(Cityof
Carlsbad
2
Hi Anayeli,
Here are the two agreements to be discussed. Please let me know from a city attorney review perspective if we are
ok to proceed on these and these have your sign-off.
Thank you!
David van Gilluwe
Chief Data Officer
City of Carlsbad
1635 Faraday Ave
Carlsbad, CA 92008
442-339-5985 | david.vangilluwe@carlsbadca.gov
From: David van Gilluwe <David.vanGilluwe@carlsbadca.gov>
Sent: Tuesday, June 25, 2024 5:55 PM
To: Bridget Desmarais <Bridget.Desmarais@carlsbadca.gov>
Subject: FW: UCSD: New Student for PMP
Hi Bridget,
Can you route these agreements for signature for David Graham? These are for the last invoices we discussed, for
UCSD. We will need to sign their agreement ahead of the invoice.
Sincerely,
David van Gilluwe
Chief Data Officer
City of Carlsbad
1635 Faraday Ave
Carlsbad, CA 92008
442-339-5985 | david.vangilluwe@carlsbadca.gov
From: Chavez, Brandon <bjchavez@ucsd.edu>
Sent: Tuesday, June 25, 2024 3:46 PM
To: David van Gilluwe <David.vanGilluwe@carlsbadca.gov>
Cc: Bryan Chau <Bryan.Chau@carlsbadca.gov>
Subject: Re: UCSD: New Student for PMP
David,
, Cityof
Carlsbad
C cityof
Carlsbad
3
Please see attached. I used the last agreement for Rachel as a template.
I'll request invoices as soon as I have signatures.
Thank you,
Brandon
Brandon Chavez
Relationship Manager
University of California San Diego
Division of Extended Studies
Corporate Education & Custom Training
bjchavez@ucsd.edu | (858) 534-9259 office | (858) 621-1588 mobile | extension.ucsd.edu/corporate
Connect with me on LinkedIn
1
David van Gilluwe
From:Ed Garbo
Sent:Wednesday, June 26, 2024 1:55 PM
To:David van Gilluwe
Subject:RE: UCSD: New Student for PMP
Hi David,
Nice chatting with you!
From a risk perspective I see little in the way of concern here. Looks like there is a two-way indemnification
agreement in place and it does not appear they are requiring any proof of insurance from us.
Ok to proceed from risk.
Take care,
Ed Garbo
From: David van Gilluwe <David.vanGilluwe@carlsbadca.gov>
Sent: Wednesday, June 26, 2024 1:52 PM
To: Ed Garbo <Ed.Garbo@carlsbadca.gov>
Subject: FW: UCSD: New Student for PMP
Hi Ed,
Here are the two agreements we discussed earlier. Please let me know from a risk management perspective if we
are ok to proceed on these and these have your sign-off.
Thank you!
David van Gilluwe
Chief Data Officer
City of Carlsbad
1635 Faraday Ave
Carlsbad, CA 92008
442-339-5985 | david.vangilluwe@carlsbadca.gov
From: David van Gilluwe <David.vanGilluwe@carlsbadca.gov>
Sent: Tuesday, June 25, 2024 5:55 PM
To: Bridget Desmarais <Bridget.Desmarais@carlsbadca.gov>
Subject: FW: UCSD: New Student for PMP
City of
Carlsbad
2
Hi Bridget,
Can you route these agreements for signature for David Graham? These are for the last invoices we discussed, for
UCSD. We will need to sign their agreement ahead of the invoice.
Sincerely,
David van Gilluwe
Chief Data Officer
City of Carlsbad
1635 Faraday Ave
Carlsbad, CA 92008
442-339-5985 | david.vangilluwe@carlsbadca.gov
From: Chavez, Brandon <bjchavez@ucsd.edu>
Sent: Tuesday, June 25, 2024 3:46 PM
To: David van Gilluwe <David.vanGilluwe@carlsbadca.gov>
Cc: Bryan Chau <Bryan.Chau@carlsbadca.gov>
Subject: Re: UCSD: New Student for PMP
David,
Please see attached. I used the last agreement for Rachel as a template.
I'll request invoices as soon as I have signatures.
Thank you,
Brandon
Brandon Chavez
Relationship Manager
University of California San Diego
Division of Extended Studies
Corporate Education & Custom Training
bjchavez@ucsd.edu | (858) 534-9259 office | (858) 621-1588 mobile | extension.ucsd.edu/corporate
City of
Carlsbad
3
Connect with me on LinkedIn