HomeMy WebLinkAboutC08-421 Colorado Dept of Public Health MOA 4
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MEMORANDUM OF AGREEMENT
Between
THE COLORADO DEPARTMENT OF PUBLIC HEALTH AND
ENVIRONMENT
And
BOARD OF COUNTY COMMISSIONERS OF EAGLE COUNTY
I. Purpose.
This Memorandum of Agreement (MOA) is entered by and between the Department of
Public Health and Environment (hereinafter referred to as "CDPHE "), and the Board of
County Commissioners of Eagle County, (hereinafter referred to as "Contractor "), for the
purpose of ensuring encryption of the hard drive of a laptop purchased by CDPHE for
Contractor's retail food program. This MOA establishes the terms, conditions, and
responsibilities between the parties for deployment, management, and maintenance of
this privately owned asset. This MOA is subject to the provisions of all applicable
Federal and State laws, regulations, policies and standards.
II. Parties.
The Administrator for the Division will be:
Patricia Klocker, Assistant Director, the Consumer Protection Division, at the Colorado
Department of Public Health and Environment (CDPHE) with the physical address at
4300 Cherry Creek Drive South, Denver, Colorado 80246 -1530. The mailing address is
the same. Business phone is 303 - 692 -3637 and the fax number is 303 - 753 -6809.
The Administrator for the Contractor will be:
Ray Merry, Director, Eagle County Environmental Health Department with the physical
address at 500 Broadway, Eagle, Colorado, 81631. The mailing address is PO Box 179,
Eagle, Colorado, 81631. Business phone is 970 - 328 -8755 and the fax number is 970-
328 -0349.
III. Effective Date, Modification, and Termination
This Agreement shall become effective upon the signature of both parties for a fifty -two
(52) month period commencing March 1, 2008, and terminating June 30, 2012. This
Agreement may be terminated by either party at any time; however, the terminating party •
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shall provide written notice to the other party at least thirty (30) days in advance of the
effective date of termination unless there is a critical failure to perform.
IV. State Responsibilities.
The CDPHE agrees to fulfill the terms and conditions executed between Board of County
Commissioners of Eagle County and the State of Colorado in the Memorandum of
Agre Dment as follows:
Provide the Contractor with two (2) laptops, Hewlett - Packard model NC8430 Notebook
PC, serial numbers CNU7390 V1F and CNU7390 V1H, for the purpose of conducting
consumer protection services.
V. Contractor Responsibilities.
The Contractor agrees to:
A. L se the above - mentioned laptops for those activities required to provide community
Consumer Protection Services in compliance with the State "Food Protection Act" and
Colorado Revised Statutes governing the regulation of schools and child care facilities.
B. purchase, install and maintain on the above - mentioned laptops, software to encrypt
the hard drive of the laptops at Contractor's expense. A copy of the invoices or other
instruments showing purchase of the software license agreements will be provided by
Cont ctor to CDPHE.
C. the event the laptops are lost or stolen, Contractor will report the loss or theft to
CDPHE in a timely fashion.
D. y data stored by Contractor on the above laptops that Contractor deems to be
sensit ve in nature or security - related is the sole responsibility of the Contractor.
VI, Financial Considerations.
Exce where otherwise detailed in this MOA, each party is responsible for its own costs.
Any assistance provided by the State of Colorado under this MOA and any assistance
provided by the Board of County Commissioners of Eagle County is subject to the
availability of appropriations. Any and all financial assistance provided by the state shall
comp with the State of Colorado fiscal rules and procurement code (e.g., a separate
writte agreement that complies with the state fiscal rules).
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VII. General Provisions.
A. Waivers. The waiver of any breach of a term or provision of this MOU shall not
be construed as a waiver of breach of any other term or as a waiver of any subsequent
breach of the same or any other term or provision.
B. Choice of Law and Venue. This Agreement shall be governed by the law of the
State of Colorado. Venue for any action related to this MOU shall be in the Denver
District Court.
C. Attachments. All attachments (i.e., exhibits) to this MOU are incorporated herein
by this reference and made a part hereof as if set forth fully herein. In the event of any
conflict or inconsistency between the terms of this MOU and the attachment, the terms of
this MOU shall control.
D. Complete Agreement. This MOU is the complete integration of all
understandings between the parties. No prior or contemporaneous addition, deletion, or
other amendment hereto shall have any force or effect unless embodied in a MOU duly
executed and approved.
E. No Interest. The signatories aver that to their knowledge, no CDPHE employee
or agent has any personal or beneficial interest whatsoever in the services described
herein.
F. Non - Discrimination. The contractor shall comply with all applicable state and
federal laws, rules and regulations involving non - discrimination on the basis of race,
color, religion, national origin, age or sex.
G. Independent Contractor. The Contractor shall perform its duties hereunder as an
independent contractor and not as an employee. Neither the Contractor nor any agent or
employee of the Contractor shall be or shall be deemed to be an agent or employee of the •
Authority or the State of Colorado. Contractor shall pay, when due, all required
employment taxes and income tax withholding, shall provide and keep in force worker's
compensation (and show proof of such insurance) and unemployment compensation
insurance in the amounts required by law, and shall be solely responsible for the acts of
the Contractor, its employees and agents.
H. Indemnification. The Contractor shall indemnify, save and hold harmless the
Authority and the State of Colorado, and their employees and agents, against any and all
claims, damages, liability and court awards, including costs, expenses, and attorney fees
incurred as a result of any intentional or negligent act or omission by the contractor or its
employees, agents, subcontractors, or assignees pursuant to the terms of this MOU.
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I. Insurance. Contractor shall obtain, and maintain at all times during the terms of
this MOU, insurance in the following kinds and amounts:
1. Standard Workers' Compensation and Employer Liability as required by state
statute, including occupational disease, covering all employees on or off the
work site, acting within the course and scope of their employment;
2. General and/or Personal Injury and/or Professional and/or Automobile
Liability (including bodily injury, personal injury and property damage) with
the following coverage, depending on the policy format:
a. Occurrence Basis Policy - combined single limit of $600,000.
b. Annual Aggregate Limit Policy - not less than $1 million plus agreement
that vendor will purchase additional insurance to replenish the limit to $1
million if claims reduce the annual aggregate below $600,000.
c. Claims -Made Policy - combined single limit of $600,000 plus an
endorsement that extends coverage 2 years beyond the policy expiration date.
3. The insurance shall include a provision preventing cancellation without thirty
(30) calendar days prior written notice to the CDPHE by certified mail.
Contractor shall provide the following documentation to the CDPHE within
seven (7) working days of a request therefore, unless otherwise provided:
a. Certificate /s of adequate insurance coverage, each with a reference to the
Authority and the State being named as an additional insured, or
b. Certificate /s of adequate insurance coverage and an endorsement/s of
additional insured coverage.
J. Conflicts of Interest. The holding of public office or employment is a public trust.
A pu • lic officer or employee whose conduct departs from his fiduciary duty is liable to
the p ;•ple of the State in accordance with state statute.
VIII. Liability.
Unless otherwise provided for in this Agreement, no term or condition, of this Agreement
shall be construed or interpreted as a waiver, express or implied, of any of the
immu ities, rights, benefits, protections, or other provisions of the Colorado
Gove ental Immunity Act (CGIA), §24 -10 -101, et seq., C.R.S., as amended. Liability
for cl. ims for injuries to persons or property arising out of the alleged negligence of the
state • f Colorado, its departments, institutions, agencies, boards, officials, and employees
is con rolled and limited by the provision of §24 -10 -101 et seq., C.R.S., as amended.
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IX. Effect on Procedures and Laws.
All assistance provided under this MOA must comply with applicable laws, regulations,
and agency policies.
X. No Private Right Created.
This document is an internal agreement between the State of Colorado and the entity with
ownership or control of the Board of County Commissioners of Eagle County and does
not create or confer any right or benefit on any other person or party, private or public.
Nothing in this agreement is intended to restrict the authority of either signatory to act as •
provided by law or regulation, or to restrict any agency from enforcing any laws within
its authority or jurisdiction.
XI. Settlement of Disputes.
The parties agree to good faith consultation with one another to resolve disagreements
that may arise under or relating to this MOA before referring the matter to any other
person or entity for settlement.
XIII. Capacity to Enter Into Agreement.
The persons executing this Memorandum of Agreement on behalf of their respective
entities hereby represent and warrant that they have the right, power, legal capacity, and
appropriate authority to enter into this agreement on behalf of the entity for which they
sign.
XIV. Permitted Uses and Disclosures.
The parties may use or disclose Confidential Health Information (CHI) as permitted or
required by federal or state law or as authorized and permitted in accordance with this
Agreement.
The parties agree that uses and disclosures of CHI are permitted for the proper
management and administration of governmental operations, to carry out the legal
responsibilities of state business within each respective agency, or as required or
permitted by federal or state law. Disclosures will be limited to the amount reasonably
necessary to meet the purpose for which the CHI is to be used or disclosed.
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This MOA shall begin on March 1, 2008 and end on June 30, 2012.
Boar. of County Commissioners of Witness
Eagl: County
BY
TITLE: - e,Q._ , Aro
DATE: "3. VS. btS
CDPI •
, 1121_____ .
BY:
TITLE: - D( • c. , 1 - . CUI4Y7A S■/C -d
DAT : 3. 2 - O
PRO RAM APPROVAL:
BY: A y:_ _ ti a '
TITL :
DAT : 3 /25/
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