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HomeMy WebLinkAboutC19-399 University of Colorado - Technology InnovationEQUIPMENT LOAN AGREEMENT This agreement (“Agreement”) is entered into this ________________, by and between Eagle County Children, Family and Adult Services (“Technology Innovation Network Partner”) and The Regents of the University of Colorado, a body corporate, contracting on behalf of the University of Colorado Denver (“UCD”), together hereinafter “the Parties.” RECITALS WHEREAS, Technology Innovation Network Partner desires to borrow two (2) Oculus Go’s [ID#NMHICOGTIN110 & NMHICOGTIN111] (the “Equipment”); and WHEREAS, the National Mental Health Innovation Center (the “Department”) of UCD’s Chancellor’s office owns and is willing to lend and/or grant access to the Equipment to Technology Innovation Network Partner at no cost to Technology Innovation Network Partner to formalize a network of diverse clinical and community partners that function as a test bed through which new technological solutions can be rapidly developed, tested, refined, and validated (the “Purpose”); and NOW, THEREFORE, the parties agree as follows: I. OBLIGATIONS OF TECHNOLOGY INNOVATION NETWORK PARTNER 1. Technology Innovation Network Partner shall ensure that the Equipment is used for its intended purpose and is used by the Technology Innovation Network Partner for the Purpose. 2. Technology Innovation Network Partner shall, with reasonable notice by UCD, permit UCD to have access to the Equipment during regular business hours for purposes of maintaining the Equipment. 3. Technology Innovation Network Partner shall be responsible for all arrangements and costs associated to transportation, delivery and installation of the Equipment to and from the Technology Innovation Network Partner’s place of performance for the stated Purpose and for maintenance of the Equipment. 4. Technology Innovation Network Partner shall be responsible for insuring the Equipment per the terms of Section V below. 5. Technology Innovation Network Partner shall provide de-identified data and feedback on the Equipment as reasonably requested by UCD, including but not limited to the software program, clinical implementation, billing, and marketing. DocuSign Envelope ID: 11D28C5A-96D0-47C5-B2FD-D2297056679F 12/2/2019 2 6. Technology Innovation Network Partner shall participate in quarterly meetings and conference calls with other clinical sites for the purpose of a learning exchange. II. OBLIGATIONS OF UCD 1. UCD shall provide training, marketing assistance, and on-going technical and clinical assistance as reasonably necessary during the term of this Agreement. 2. UCD shall provide software licenses with the Equipment for the first year of the Term. III. FUNDING This is a non-monetary agreement, and each party will bear its own costs associated with this Agreement. IV. TERM AND TERMINATION This Agreement is effective 5/1/2019 until 4/30/2020 and shall be renewed automatically for additional periods of 2 years unless notice of termination is given in writing one (1) month prior to the then-current expiration date by either party. V. OWNERSHIP It is understood and agreed that the Equipment is the property of the UCD and Technology Innovation Network Partner shall have no ownership interest in the Equipment. While the Equipment is in the possession, custody, or control of Technology Innovation Network Partner, the Equipment will be placed on Technology Innovation Network Partner’s inventory for insurance purposes only. VI. GOVERNING LAW This Agreement is expressly made subject to all laws and regulations of the United States, the State of Colorado, Eagle County, and the Board of Regents of the University of Colorado. Contractual provisions required by such laws and regulations but not having been set out herein are hereby incorporated by this reference as though expressly set out in full. The parties to this Agreement are hereby put on notice of, and charged with the responsibility for compliance with, such provisions as required by law. VII. INSURANCE DocuSign Envelope ID: 11D28C5A-96D0-47C5-B2FD-D2297056679F 3 Technology Innovation Network Partner shall maintain insurance against damage or loss of the Equipment while the Equipment is in its possession, custody, or control. The insurance shall be for the estimated replacement cost of the Equipment at the time of this Agreement. Possession of the Equipment shall begin at the time the Equipment leaves UCD’s premise and shall end when the Equipment is returned to UCD’s premise and signed for by UCD’s authorized representative. Technology Innovation Network Partner shall not be held responsible for normal wear and tear on the Equipment while in its possession, custody, or control. VIII. LIABILITY The Borrower shall be fully responsible for any and all losses or damage to the Equipment from the time it leaves UCD’s premise, during transport, and while the equipment is on Borrower’s premises. Any such damage shall be notified to UCD immediately. The Borrower shall afford the cost to repair Equipment or insure the Equipment at replacement cost value for the term of the loan agreement. The liability of UCD, however arising, under this agreement or at law shall be limited to replacement cost value of the Equipment. It is specifically understood and agreed that nothing in this paragraph or elsewhere in this Agreement shall be construed as an express or implied waiver by Eagle County or UCD of their governmental immunity or of the governmental immunity of the State of Colorado, as an express or implied acceptance by UCD or Eagle County of liabilities arising as a result of actions which lie in tort or could lie in tort in excess of the liabilities allowable under the Colorado Governmental Immunity Act, C.R.S. 24-10-101, et seq., as a pledge of the full faith and credit of the State of Colorado, or as the assumption by UCD or Eagle County of a debt, contract, or liability of UCD or Eagle County in violation of Article XI, 1 of the Constitution of Colorado. The parties further agree that the Equipment shall not be considered a “fixture” of the UCD. IX. NOTICE All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to be given if hand-delivered, faxed, or mailed by certified mail, return receipt requested. Unless hereinafter changed by written notice to UCD, any notice to the Technology Innovation Network Partner shall be delivered, faxed, or mailed to Technology Innovation Network Partner at: Eagle County Department of Human Services Attn: Kendra Kleinschmidt 551 Broadway Street Eagle, CO 81631 DocuSign Envelope ID: 11D28C5A-96D0-47C5-B2FD-D2297056679F 4 Tele: 970-328-8827 Unless hereinafter changed by written notice to the Technology Innovation Network Partner, any notice to UCD shall be delivered, faxed, or mailed to UCD at: National Mental Health Innovation Center Attention: Patrick Micone 13199 East Montview Blvd., Suite 220 Aurora, CO 80045 Tele: 303-724-9128 Fax: 303-724-9035 With legal notice copy to: University of Colorado Denver Office of Grants and Contracts, Mail Stop F428 Anschutz Medical Campus, Bldg 500, W1126 13001 E. 17th Place Aurora, CO 80045 Phone: (303) 724-0090 Fax: (303) 724-0814 OGC.Contracts@ucdenver.edu Attention: Thomas Keith, Contracts Manager All notices delivered by hand shall be effective upon delivery and all notices mailed by certified mail, return receipt requested, or faxed shall be effective when received, as shown on the return receipt of facsimile transmittal. X. PUBLICITY Each party agrees not to include the name, logo, trademark or symbols of the other party or the names of any researchers at such institutions in any advertising, sales promotion or other publicity matter without the prior written approval of the other party. Notwithstanding the foregoing, UCD shall use Technology Innovation Network Partner’s logo in promotional materials directly related to the Technology Innovation Network. Technology Innovation Network Partner shall recognize UCD as a clinical partner and may include UCD’s logo (shown below) in any web-based or printed advertising Technology Innovation Network Partner uses to advertise the service using the Equipment in a form approved by UCD. UCD’s logo shall be used only as rendered, without alteration, and for the sole purpose of this project associated with this agreement. DocuSign Envelope ID: 11D28C5A-96D0-47C5-B2FD-D2297056679F 5 XI. MODIFICATIONS No amendment to this Agreement shall be effective unless in writing and signed by the duly authorized representatives of both Parties. [The remainder of this page is intentionally left blank.] IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives. THE REGENTS OF THE UNIVERSITY [TECHNOLOGY INNOVATION OF COLORADO, A BODY CORPORATE, NETWORK PARTNER] FOR AND ON BEHALF OF THE UNIVERSITY OF COLORADO DENVER By___________________________ By___________________________ _________________________________ _____________________________ Printed Name Printed Name _________________________________ _____________________________ Title Title _________________________________ _____________________________ Date Date Read and Acknowledged By: University of Colorado Denver Department/Project Leader DocuSign Envelope ID: 11D28C5A-96D0-47C5-B2FD-D2297056679F Denise Queen 12/2/2019 Contracts Manager 12/2/2019 Jeff Shroll County Manager