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HomeMy WebLinkAboutECHDA18-010 SIPA _____________________________________________________________________________________________ _____________________________________________________________________________________________ 1300 Broadway, Suite 440 ■ Denver, CO 80203 ■ Ph: 720-409-5634 ■ Fax: 720-409-5642 ■ sipa@cosipa.gov ELIGIBLE GOVERNMENTAL ENTITY AGREEMENT BETWEEN THE STATEWIDE INTERNET PORTAL AUTHORITY OF THE STATE OF COLORADO AND _________________________________________________. This Eligible Governmental Entity Agreement ("Agreement") by and between the Colorado Statewide Internet Portal Authority (“SIPA”), and _____________________________ (“EGE”) (each a “Party” and collectively "Parties"), is made and entered into on this _____ day of ______________, 2018. RECITALS WHEREAS, SIPA and EGE wish to enter into a cooperative agreement under which services can be provided at the discretion of both Parties; and WHEREAS, pursuant to § 24-37.7-105 C.R.S., SIPA operates to provide electronic access for members of the public, state agencies, and local governments to electronic information, products, and services; and WHEREAS, pursuant to §§ 24-37.7-102 and 24-37.7-104, C.R.S., SIPA operates as a political subdivision of the State of Colorado; and WHEREAS, pursuant to § 24-37.7-104, SIPA is authorized to enter into agreements and contracts with state agencies and local governments, and all state agencies and local governments are authorized to enter into and do all things necessary to perform any such arrangements or contracts; and WHEREAS, § 29-1-203, C.R.S., authorizes local governments to cooperate or contract with each other to provide any function or service lawfully authorized to each other; and WHEREAS, SIPA provides for the dissemination, sharing, and use of information, products, and services via the internet; and WHEREAS, neither Party is committing funds or required to perform services as part of this agreement; and WHEREAS, SIPA has entered into certain contracts with its contractors to operate the Colorado.gov Portal and to provide an array of electronic information, products, and services via the internet (e.g., "Colorado Statewide Internet Portal Authority Portal Integrator Contract with Colorado Interactive, LLC", as may be amended (hereinafter "Master Contract") and "COPE DocuSign Envelope ID: 0CEE04CF-828E-455E-91F9-33A5941C2805 EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY 30 November 2018 Statewide Internet Portal Authority Eligible Government Entity Agreement Page 2 of 7 Master Contract With Implementation Contractor to Support SaaS Collaboration, Office Productivity, & Email Solution" (hereinafter "COPE Contract") and other contracts to expand its array of electronic information, products, and services available to EGE; and WHEREAS, SIPA will provide applications and services to EGE pursuant to Task Orders, Statements of Work, Work Orders; or any agreed-upon documentation under this Agreement; and WHEREAS, a Task Order, Statement of Work, Work Order, or other agreed-upon documentation will be prepared for each application or service and mutually signed by SIPA and EGE; NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, SIPA and EGE agree as follows: 1. EGE shall make available to SIPA electronic information maintained and owned by EGE as is necessary to complete the agreed-upon work as set forth in a Work Order, Task Order, Statement of Work, or any agreed-upon documentation under this Agreement. As mutually agreed upon in subsequent Work Orders, Task Orders, Statements of Work , or any other agreed-upon documentation under this Agreement, EGE will provide reasonable levels of support in placing online with SIPA certain EGE-owned electronic information, as mutually agreed by EGE and SIPA, with due regard to the workload and priorities of EGE and SIPA. 2. SIPA may, with the authorization of EGE, through the Portal, make public electronic information made available to it available to the general public, including EGE’s public electronic information. The Parties agree to use their best efforts to provide adequate and uninterrupted service under the terms of this Agreement. However, neither Party shall be liable for interruption of service when the same shall be due to circumstances beyond the reasonable control of either Party, its agents or employees, including but not limited to unanticipated equipment malfunction, periodic maintenance or update of the computer systems upon which such EGE electronic information reside, or interruption of service due to problems with the Colorado statewide area network or due to problems with any telecommunications provider. 3. SIPA and EGE may enter into Task Orders, Purchase Orders, Statements of Work, or any agreed-upon documentation under this Agreement. Task Orders, Purchase Orders, Statements of Work, or any agreed-upon documentation under this Agreement shall describe specific Services and/or Applications to be provided to EGE. EGE acknowledges that Services and/or Applications are usually offered by SIPA’s contractors. Task Orders, Purchase Orders, Statements of Work, or any agreed-upon documentation shall cover the purchase of goods and services from SIPA through the use of EGE funds. All Task Orders, Purchase Orders, Statements of Work, or any agreed-upon documentation involving EGE funds may be approved by the EGE official with authority to execute such agreement. Task Orders, Purchase Orders, Statements of Work, or any agreed-upon documentation shall contain specific time or performance milestones for SIPA's contractor(s), timelines for completion of relevant Task Orders, Purchase Orders, Statements of Work, or any agreed- upon documentation, including design specifications and other criteria relevant to the completion of applicable Task Orders, Purchase Orders, Statements of Work, or any DocuSign Envelope ID: 0CEE04CF-828E-455E-91F9-33A5941C2805 2018 Statewide Internet Portal Authority Eligible Government Entity Agreement Page 3 of 7 agreed-upon documentation, criteria and procedures for acceptance by EGE and remedying incomplete or inaccurate work for each phase of relevant Task Orders, Purchase Orders, Statements of Work, or any agreed-upon documentation. 4. SIPA shall be responsible for the operation of, and all costs and expenses associated with, establishing and maintaining electronic access to EGE electronic information, databases or other software applications, including (but without limitation) the cost of purchasing, developing, and maintaining programs used to interface with EGE software applications that provide access to EGE-owned electronic information, products, and services. EGE acknowledges SIPA may at its discretion use Contractors to perform certain obligations. EGE’s maximum financial obligation for establishing and maintaining electronic access to EGE databases or other software applications shall be limited to the amount(s) set forth and appropriated pursuant to each individual Work Order, Task Order, Statement of Work, or any agreed-upon documentation under this Agreement. 5. Each Party shall have the right to terminate this Agreement by giving the other Party 10 days’ written notice. Unless otherwise specified in such notice, this Agreement will terminate at the end of such 10-day period, and the liabilities of the Parties hereunder for further performance of the terms of this Agreement shall thereupon cease, but the Parties shall not be released from any duty to perform up to the date of termination. Work authorized under an individual Work Order, Task Order, Statement of Work or any other agreed-upon documentation under this Agreement, will be subject to the terms and conditions of that document. 6. None of the terms or conditions of this Agreement gives or allows any claim, benefit, or right of action by any third person not a party hereto. Nothing in this Agreement shall be deemed as any waiver of immunity or liability limits granted to SIPA or EGE by the Colorado Governmental Immunity Act or any similar statutory provision. 7. This Agreement (and related Task Orders, Work Orders, Statements of Work, and agreed- upon documentation) constitutes the entire agreement of the parties hereto and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended, modified, or changed, in whole or part, only by written agreement approved by each party. 8. Neither SIPA nor its contractors have responsibility for the accuracy or completeness of the electronic information contained within EGE’s databases. SIPA and its contractors shall be responsible only for the accurate and complete transmission of electronic information to and from such EGE databases, in accordance with the specifications of any EGE-owned software. For the purposes of the Colorado Open Records Act, EGE shall at all times be the custodian of records. Neither SIPA nor its contractors shall be deemed to be either the custodian of records or the custodian's agent. 9. This Agreement and any written amendments thereto may be executed in counterpart, each of which shall constitute an original and together, which shall constitute one and the same agreement. Delivery of an executed signature page of this Agreement by facsimile or email DocuSign Envelope ID: 0CEE04CF-828E-455E-91F9-33A5941C2805 2018 Statewide Internet Portal Authority Eligible Government Entity Agreement Page 4 of 7 transmission will constitute effective and binding execution and delivery of this Agreement. 10. Confidential information for the purpose of this Agreement is information relating to SIPA’s or EGE’s research, development, trade secrets, business affairs, internal operations, management procedures, and information not disclosable to the public under the Colorado Open Records Act or some other law or privilege. Confidential information does not include information lawfully obtained through third parties, which is in the public domain, or which is developed independently without reference to a Party’s confidential information. Neither Party shall use or disclose, directly or indirectly, without prior written authorization, any confidential information of the other. SIPA shall use its reasonable best efforts to ensure that its contractors protect EGE confidential information from unauthorized disclosure. Notwithstanding anything to the contrary herein, each Party acknowledges that given the subject matter of this Agreement, such Party shall not disclose confidential information of the other (whether in written or electronic form) to any third party, except as required by law or as necessary to carry out the specific purpose of this Agreement; provided, however, that if such disclosure is necessary, any third party who receives such confidential information shall also be bound by the nondisclosure provisions of this Section 10. Upon termination of this Agreement, the Parties shall return or destroy (at the other Party’s request) all confidential information of the other and if such information is destroyed, each Party shall demonstrate evidence of such destruction to the other. 11. Miscellaneous Provisions A. Independent Authority. SIPA shall perform its duties hereunder as an independent authority and not as an employee of EGE. Neither SIPA nor any agent or employee of SIPA shall be deemed to be an agent or employee of EGE. SIPA and its agents shall pay when due all required employment taxes and income tax and local head tax on any monies paid by EGE pursuant to this Agreement. SIPA acknowledges that SIPA and its employees or agents are not entitled to EGE employment or unemployment benefits unless SIPA or a third party provides such benefits and that EGE does not pay for or otherwise provide such benefits. SIPA shall have no authorization, express or implied, to bind EGE to any agreements, liability, or understanding except as ex pressly authorized by EGE. SIPA and its agents shall provide and keep in force workers’ compensation (and provide proof of such insurance when requested by EGE) and unemployment compensation insurance in the amount required by law, and shall be solely responsible for the acts of SIPA, its employees and agents. B. Non-discrimination. SIPA agrees to comply with the letter and the spirit of all applicable state and federal laws respecting illegal discrimination and unfair employment practices. C. Choice of Law. The laws of the State of Colorado (except Colorado laws related to choice of law or conflict of law) and rules and regulations issued pursuant thereto shall be applied in the interpretation, execution, and enforcement of this Agreement. At all times during the performance of this Agreement, SIPA shall strictly adhere to all applicable DocuSign Envelope ID: 0CEE04CF-828E-455E-91F9-33A5941C2805 2018 Statewide Internet Portal Authority Eligible Government Entity Agreement Page 5 of 7 federal and state laws, rules, and regulations that have been or may hereafter be established. Any legal action related to this Agreement shall be brought in either a st ate or federal court within the City and County of Denver, Colorado. D. Software Piracy Prohibition. No State or other public funds payable under this Agreement shall knowingly be used for the acquisition, operation, or maintenance of computer software in violation of United States copyright laws or applicable licensing restrictions. SIPA hereby certifies that, for the term of this Agreement and any extensions, SIPA has in place appropriate systems and controls to prevent such improper use of public funds. If EGE determines that SIPA is in violation of this paragraph, EGE may exercise any remedy available at law or equity or under this Agreement, including, without limitation, immediate termination of the Agreement and any remedy consistent with United States copyright laws or applicable licensing restrictions. F. Notices. All notices required or permitted under this Agreement shall be in writing and delivered personally, by facsimile, by email or by first class certified mail, return receipt. If delivered personally, notice shall be deemed given when actually received. If delivered by facsimile or email, notice shall be deemed given upon full transmission of such notice and confirmation of receipt during regular business hours. If delivered by mail, notice shall be deemed given at the date and time indicated on the return receipt. Notices shall be delivered to: If to SIPA: Statewide Internet Portal Authority Attn: EGE Administrator Street Address: 1300 Broadway, Suite 440 City, State, Zip: Denver, CO 80203 Phone: (720) 409-5634 Fax: (720) 409-5642 Email: sipa@cosipa.gov If to EGE: Attn: Street Address: City, State, Zip: Phone: Fax: DocuSign Envelope ID: 0CEE04CF-828E-455E-91F9-33A5941C2805 (866)611-7237 (970)328-8773 P.O. Box 850 Eagle, Colorado 81631 Kimberly Bell Williams, Housing Director 2018 Statewide Internet Portal Authority Eligible Government Entity Agreement Page 6 of 7 Email: And/or Attn: Street Address: City, State, Zip: Phone: Fax: Email: And to other address or addresses as the parties may designate in writing. G: Third Party Beneficiary: EGE shall enjoy those rights of a third party as may be set forth expressly in any contract between SIPA and its contractors under which SIPA provides electronic information, products, and services to EGE, including the Master Contract Section 20.M., as may be amended. H. Disputes. Any failure of either Party to perform in accordance with the terms of this Agreement shall constitute a breach of the Agreement. Any dispute concerning the performance of this Agreement which cannot be resolved at the operational level shall be referred to superior management and staff designated by each Party. Failing resolution at this level, EGE may ask the SIPA Board of Directors to address the dispute. If the dispute is not resolved after reference to the SIPA Board of Directors, the Parties may use whatever procedures may be available, including but not limited to termination of the Agreement. DocuSign Envelope ID: 0CEE04CF-828E-455E-91F9-33A5941C2805 (970)328-8699 atty@eaglecounty.us kim.williams@eaglecounty.us P.O. Box 850 Eagle County Attorney Eagle, Colorado 81631 (970)328-8685 2018 Statewide Internet Portal Authority Eligible Government Entity Agreement Page 7 of 7 This Agreement is entered into as of the day and year set forth above. Date: Name: Title: Entity: Statewide Internet Portal Authority Date: Name: Title: Entity: Address: Phone: Email: DocuSign Envelope ID: 0CEE04CF-828E-455E-91F9-33A5941C2805 November 30, 2018 Housing Director EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY (970)328-8773 (866)611-7237 Kimberly Bell Williams P.O. Box 850 Eagle, Colorado 81631 Jack Arrowsmith Executive Director November 30, 2018