HomeMy WebLinkAboutC12-115 StateFoodSafety.com Agreement •
• Above. StateFoodSafe �Orr,TM
� tY
A BETTER LEARNING EXPERIENCE
Online Training - License Agreement
This AGREEMENT by & between StateFoodSafety.co TM a division of AboveTrainingTM Inc., (LICENSOR) and Eagle County, Colorado
111 (LICENSEE), is to be effective this � day of : V 2012.
1. Term. The term of this Agreement shall commence on the date hereof and shall continue, unless sooner terminated as provided herein,
for a period of two (2) years and thereafter shall renew for an additional two (2) year term unless either party provides the other party
with sixty (60) days prior written notice of termination.
2. Products. Under the terms and conditions of this Agreement, StateFoodSafety.comTM grants LICENSEE a non - transferable, non-
exclusive, worldwide license to access and use the products described.
3. Obligations and Best Efforts. StateFoodSafety.comTM shall make the technology available to maintain all training records, process
and distribute certificates to passing trainees, and perform all other tasks necessary to support the Course. LICENSEE is not providing
any client information to LICENSOR. To the extent members of the public access the online training through a portal on the Eagle
County website LICENSOR shall be solely responsible for ensuring that any information provided is secure and will not be misused
by StateFoodSafety.comTM for any purpose. LICENSEE shall have no responsibility for any credit card or other confidential
information provided to LICENSOR by the public, trainees or course participants.
4. Nonexclusive: Nothing in this agreement shall be construed to prevent LICENSEE from offering its own food handler course and
certification or from working with a third party to provide the same.
5. Modification, Enhancement and Compliance. StateFoodSafety.comTM will provide access, hosting and support for the online Safe
Food Handling course in compliance with regulations of the State of Colorado.
6. Work Requirements. StateFoodSafety.comTM will provide all resources required for course delivery, administration and support no
later than 10 business days following the effective date of this agreement including: StateFoodSafety.comTM obligations: (a)
Customized Internet link to the Courses for LICENSEE (b) Courses and tracking system log -in for LICENSEE (c) Call center /email
support for all users plus 24 hour emergency support.
7. Warranties and Disclaimers. The services provided under this agreement are subject to problems inherent in the delivery of products
and services over the internet. Such problems may include failures, interruptions, delays, security, viruses, and other harmful
components. StateFoodSafety.comTM is not responsible for any damages resulting from such problems.
8. Termination. This Agreement may be terminated by either party for any reason, with or without cause, with 60 (sixty) days written
notice.
9. Jurisdiction and Venue. LICENSOR acknowledges that this agreement shall be construed under and in accordance with the laws of
the State of Colorado. Jurisdiction and venue of any action under this agreement shall be in the federal or state courts in Eagle County,
Colorado.
10. Notices. All notices required or permitted to be given by one party to the other under this Agreement will be sufficient if sent by
certified mail, return receipt requested, air express courier or facsimile to the parties at the following addresses or to such address as
designated by a party in writing.
•
11. Eagle County shall have no financial obligation to LICENSOR hereunder. Further, no charges shall be made to the County nor shall
any payment be made to the Licensor in excess of the amount for any work done in respect of any period after December 31, 2012
without the written approval in accordance with a budget adopted by the Board of County Commissioners in compliance with the
provisions of Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29 -1 -101 et. seq. and the
TABOR Amendment (Colorado Constitution, Article X, Sec. 20).
12. If Licensor (hereinafter Contractor for this paragraph 12) has any employees or subcontractors, Contractor shall comply with C.R.S. §
8- 17.5 -101, et seq., regarding Illegal Aliens — Public Contracts for Services, and this Contract. By execution of this Contract,
Contractor certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Contract and that
Contractor will participate in the E -verify Program or other Department of Labor and Employment program ( "Department Program ") in
order to confirm the eligibility of all employees who are newly hired for employment to perform work under this Contract.
(a) Contractor shall not:
(i) Knowingly employ or contract with an illegal alien to perform work under this contract for services; or
(ii) Enter into a contract with a subcontractor that fails to certify to the Contractor that the subcontractor shall
not knowingly employ or contract with an illegal alien to perform work under the public contract for services.
99\ At
(b Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to
perform work under this Contract through participation in the E -verify Program or Department Program, as administered by
th United States Department of Homeland Security. Information on applying for the E -verify program can be found at:
ht p:i /www.dhs.gov /xprevprot programs`gc 1185221678150. shim
(c The Contractor shall not use either the E -verify program or other Department Program procedures to undertake pre -
eployment screening of job applicants while the public contract for services is being performed.
(4 If the Contractor obtains actual knowledge that a subcontractor performing work under the public contract for
services knowingly employs or contracts with an illegal alien, the Contractor shall be required to:
(i) Notify the subcontractor and the County within three (3) days that the Contractor has actual knowledge
that the subcontractor is employing or contracting with an illegal alien; and
(ii) Terminate the subcontract with the subcontractor if within three (3) days of receiving the notice required
pursuant to subparagraph (i) of paragraph (d) the subcontractor does not stop employing or contracting with the
illegal alien; except that the Contractor shall not terminate the contract with the subcontractor if during such three
days the subcontractor provides information to establish that the subcontractor has not knowingly employed or
contracted with an illegal alien.
(e The Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the
course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. § 8- 17.5- 102(5).
(fi If a Contractor violates these prohibitions, the County may terminate the contract for a breach of the contract. If
th contract is so terminated specifically for a breach of this provision of this Contract, the Contractor shall be liable for
actual and consequential damages to the County as required by law.
(Cg The County will notify the office of the Colorado Secretary of State if Contractor violates this provision of this
C ntract and the County terminates the Contract for such breach.
507 E. Teclology Ave. Bldg C. Eagle County Government, Colorado
Orem, UT $4097 ; Fax : 801 - 494 -1748 PO Box 850
500 Broadway
Eagle, CO 81631 -0850
e el ° __ ���
,l .lWeja,P,a - (signature)
Christie H. Lewis, Ph.D. Mme: Keith P. Montag
StateFoodS . Title: Eagle County Manage
II
•
Appendix A
Terms of Agreement:
a. Overview- Eagle County through its Health Department offers the StateFoodSafety.com online food handlers card
training and testing by doing the following:
b. Eagle County through its Health Department will create a "Purchase Online Course" link on any website presence related
to food safety which will transfer users to www.statefoodsafety.com's Eagle County Health Department online store
(URL to be provided).
c. In lieu of set -up fee, Eagle County through its Health Department will include information about online option with any
communication about food handler training which is distributed to operators, will distribute flyers about the availability
of online food handler training during inspections, & offer online option on any automated phone messages pertaining to
food handler permits.
d. Pricing- StateFoodSafety.comTM's online food safety course for Eagle County will be sold to the public for a regular
price of $10.
i. StateFoodSafety.comTM will pay processing and transaction fees incurred from online sale.
e. Reporting /Tracking-Once the individual completes the course and has passed the online assessment at the specified level
of proficiency; their name, gender, and address will be added to an online report that can be accessed by the Eagle
County Health Department.
f. Certificates- StateFoodSafety.com will provide to the user a certificate to be printed after the completion of the course
and the successful passing of the exam. Certificate will be customized to meet the specifications of the Eagle County's
Health Department. All certificates will include a verification number that can be used to verify the authenticity of the
certificate at www .foodhandlerveritication.cam.
Agreement Date: March 26, 2012 Agreement Start Date:
Company Name: Eagle County, Colorado
Contact Name: Raymond P. Merry, REHS Title: Environmental Health Director
Office Phone: (970) 328 -8757 Mobile Phone: (970) 471 -3265
Fax Number: (970) 328 -8788 Email Address: ray.merry @eaglecounty.us
Business Address: 500 Broadway Mailing Address: PO Box 179
City: Eagle State: CO Zip: 81631
Web Address: www.eaglecounty.us /EnvHealth
Signed' NMI/ Signed: /lstx _, —
For E.? - euo , ' nviroxunental ealth Dep. I ent For StateFoodSafety.comTM
AboveTraining/ StateFoodSafety. comTM
Accounts Payable Contact Information
Bryan Chapman 507 E. Technology Ave. Bldg. C, Orem, Utah 84097 Phone: (801) 494 -1416
Fax: (801) 494 -1748 Email: BChapman @abovetraining.com
1
i lll
III
I I
ill
