HomeMy WebLinkAbout20053539.tiff RESOLUTION
RE: APPROVE CONTRACT FOR SERVICES AND AUTHORIZE CHAIR TO SIGN -
GARRISON ENTERPRISES, INC.
WHEREAS,the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Contract For Services between the
County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld
County,on behalf of the Weld County Department of Public Health and Environment,and Garrison
Enterprises, Inc.,commencing November 1,2005,and ending October31,2008,with further terms
and conditions being as stated in said contract, and
WHEREAS,after review,the Board deems it advisable to approve said contract,a copy of
which is attached hereto and incorporated herein by reference.
NOW,THEREFORE,BE IT RESOLVED by the Board of County Commissioners of Weld
County,Colorado,that the Contract For Services between the County of Weld, State of Colorado,
by and through the Board of County Commissioners of Weld County,on behalf of the Weld County
Department of Public Health and Environment, and Garrison Enterprises, Inc., be, and hereby is,
approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said contract.
The above and foregoing Resolution was,on motion duly made and seconded,adopted by
the following vote on the 5th day of December;A.D., 2005, nunc pro tunc November 1, 2005.
BOARD OF COUNTY COMMISSIONERS
4# \ WELD COUNTY, COLORADO
ATTEST: Lid
illiam H. Jer , Chair
Weld County Clerk to th =, .
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BY: U I ��11 / r.,
D uty Cl k to the Bo: ,. O
D vid E. Long
AP AS TO F
Robert D. Masde
ountyrney
Glenn Vaad=----
Date of signature: 1Zk/Oc
2005-3539
rC, I-'L t� S� HL0032
lc; - "20-05
Memorandum
TO: William H. Jerke, Chairman, BOCC
QFrom: Mark E. Wallace, MD, MPH,
• Department of Public Health &
COLORADO Environment ���
DATE: November 22,2005
SUBJECT: Contract for Services with Garrison
Enterprises,Inc. (Software)
Enclosed for Board review and approval is a contract between Garrison Enterprises,
Inc. and Weld County. The contract is to provide set-up and maintenance of the Digital
Health Department (DHD) software to serve numerous programs in the Environmental
Health Services Division.
The software will consolidate various existing programs into one centrally supported
system and contract. These programs include: restaurant inspections, body art, day
care, schools, ambulances, zoonosis, household hazardous waste, and dailies. Once
fully implemented the DHD will allow the Department to improve our efficiency, make
more records available electronically, and to make strides towards a more "paper-less"
government. The contract term is 36 months.
I recommend your approval of this contract.
Enclosure
2005-3539
CONTRACT #
ORG-ACCT #
Weld County Department of Public Health & Environment
CONTRACT FOR SERVICES
This Contract made and entered into as of the 1st day of November 2005 by and between
Weld County Department of Public Health &Environment(WCDPHE) and Garrison
Enterprises Inc. (Service Provider).
Term of Agreement: 36 months
Maximum Amount Payable: $58,900.00
For the purpose and subject to the terms and conditions hereinafter set forth, the WCDPHE
hereby retains the Service Provider to provide the following services:
A customized version of the Digital Health Department (DHD) funded by the WCDPHE to
capture field inspection data, entries, and sync data from field devices to the main system.
The DHD will accurately capture inspection information consistent with state or local forms.
The services include the complete Hosting, maintenance, and technical support to the
WCDPHE.
WCDPHE WILL PROVIDE SERVICES
TO ELIGIBLE RECIPIENTS WITHOUT REGARD TO RACE, COLOR,
NATIONAL ORIGIN, AGE OR SEX.
SECTION I: RESPONSIBILITIES
A. The Service Provider agrees to use the funds appropriated by the WCDPHE for the
maintenance and development of The Digital Health Department.
B. WCDPHE agrees to make the payment for services up to $58,900.00 provided in
accordance with Section II and III.
SECTION II: CONDITIONS OF PAYMENT
A. The Service Provider will provide set-up and maintenance for the Digital Health
Department system through November 30, 2008
B. WCDPHE will judge that the services were complete and acceptable. If the services
were not accepted, the WCDPHE shall specify the nature and scope of the
deficiencies in the services. The failure of the WCDPHE to provide such notice of
rejection within 25 (twenty-five) working days of receipt of the service shall
constitute acceptance by the WCDPHE of the said service, unless otherwise agreed to
by both parties in writing.
SECTION III: CONDITIONS AND METHOD OF PAYMENT
A. The Service Provider will submit to the Health Director, or his/her designee, a written
invoice for payment, based upon the services specified in Attachment A and
Attachment P.
B. Payment is to occur within fifteen(15) working days after the invoice is received by
WCDPHE following the approval of the invoice by the Health Director or his
designee. The approval may be delayed if inappropriate documentation is received or
testing of the services do not meet specifications.
C. The maximum amount payable under the terms of this Contract is $58,900.00
SECTION IV: MISCELLANEOUS PROVISIONS
A. Service Provider will make available accounting records to the WCDPHE for purpose
of audit upon request.
B. The officers, employees, subcontractors, agents and all personnel of the Service
Provider are not officers, employees, subcontractors, and agents of the WCDPHE.
The Service Provider is an independent contractor of the WCDPHE. The Service
Provider further agrees that it and its officers, employees, subcontractors, and agents
shall obey all North Carolina, Colorado, and Federal statutes, rules and regulations
pertaining to their operation. The Service Provider hereby releases the WCDPHE
that it shall not be liable for, and agrees to indemnify and hold harmless the
WCDPHE from any liabilities, obligations, claims, damages (including but not
limited to any civil or criminal penalties, and the repayment of any funds which an
audit might disclose are due to be repaid to the State or Federal government or to the
agencies of either), litigation costs and expenses (including attorney's fees and
expenses) imposed on, incurred by or asserted against the WCDPHE for any reason
whatsoever (including but not limited to accident or death, sickness or disease to any
person or damage or destruction of property) pertaining to the services performed by
the Service Provider under this Contract up to the amount of this contract.
SECTION V: INSURANCE REQUIREMENTS
The Service Provider shall take out and maintain insurance as listed below from a company,
which is acceptable to the WCDPHE and is authorized to do business in the State of North
Carolina and Colorado.
Comprehensive General Liability:
Bodily Injury and Property Damage Liability Insurance as shall protect the Service Provider
from claims of Bodily Injury or Property Damage, which may arise from operations under
this contract. The amounts of such insurance shall not be less than $1,000,000.00 Bodily
Injury Liability each occurrence/aggregate and $1,000,000.00 Property Damage Liability
each occurrence/aggregate. This insurance shall include coverage for contractual liability
assumed under indemnity provision of this Contract and personal injury liability hazards, A,
B, and C.
Automobile Liability:
Automobile Bodily Injury and Property Damage Liability covering all owned, non-owned,
and hired automobiles for limits of not less than $1,000,000.00 each person, $1,000,000.00
each occurrence Bodily Injury Liability and $1,000,000.00 each occurrence Property
Damage Liability.
Worker's Compensation and Occupational Disease Insurance:
Meeting the Statutory requirements of the State of Colorado and Employer's Liability
Insurance for an amount of not less than $100,000.00.
Certificates of Insurance:
Certificates of such insurance shall be furnished to the WCDPHE and shall contain the
provision that the WCDPHE is given thirty days' written notice of any intent to amend or
terminate by either the Service Provider or the insurance company.
Section VI: Definitions and Warranties:
Material breech is defined as Garrison Enterprises Inc becoming insolvent as a company and
failing to procure a suitable successor to honor this contract and the responsibilities outlined
herein. Or, a willful failure to comply with the terms of this contract.
Willful is defined as Garrison Enterprises Inc. not meeting any requirement as outlined in this
contract and deliberately refusing to work with The WCDPHE to resolve such a dispute or
breech in a timely fashion. In the event that there is believed to be a material breech of
contract The WCDPHE shall notify Garrison Enterprises Inc of this breech in writing.
Garrison Enterprises Inc shall have 60 days from receipt of notice to address the notification
and all issues therein. In the event that an agreement cannot be reached, both parties agree to
be bound by the laws of Colorado to resolve such a dispute.
The code and system being provided to the WCDPHE is only for use for the WCDPHE and
in no way transfers ownership,resale or other use rights to the county except for the express
purpose as outlined in this contract. WCDPHE warrants that neither the county,nor any
member of its staff shall disclose any proprietary information it may come in receipt of
through it's use of The Digital Health Department. All applicable copyright and
infringement laws would apply to any violation of this licensing agreement.
Section VII: Disclaimers
Disclaimer of Actions Caused by and/or Under the Control of Third Parties.
GARRISON ENTERPRISES INC. DOES NOT AND CANNOT CONTROL THE FLOW
OF INFORMATION TO OR FROM GARRISON ENTERPRISES INC.'S NETWORK
AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE
PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR
CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF
SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT CUSTOMER'S CONNECTIONS
TO THE INTERNET (OR PORTIONS THEREOF). GARRISON ENTERPRISES INC.
CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR.
ACCORDINGLYGARRISON ENTERPRISES INC. DISCLAIMS ANY AND ALL
LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.
Security disclaimer:
Garrison Enterprises Inc. takes every reasonable precaution to ensure the security of its
client's data. It is not possible to guarantee 100% security against all eventualities. Garrison
Enterprises Inc accepts responsibility for any data loss or damage that occurs as a direct
result of Garrison Enterprises Inc's negligence or failure to comply with any standard
security procedures, guidelines or technology currently recognized as industry standards. In
addition to all other security measures on the Digital Health Department network, 128bit SSL
encryption will be used on any sensitive data, such as usernames and passwords, personal
client data or any information that would not fall under public records laws.
SECTION VIII. TERMINATION
A. This Contract may be terminated, in whole or in any part:
1. By the WCDPHE in the event funds are no longer available to allow for the
purchase of the services. The obligations of each party shall be terminated, to the
extent specified in the notice of termination, upon receipt of the notice of
termination from the WCDPHE. Notice of non-availability of funds will be
provided as early as possible; or
2. If the Service Provider terminates the contract prior to 10/31/2008, they will be
expected to payback the Weld County for the period of time from the date of
termination through 10/31/2008 on a prorated basis for work unperformed.
3. For cause due to material breech of contract as defined in SECTION VI
SECTION IX. Misc. terms and conditions.
1.0 Customization
H. Services and Specifications. Garrison agrees to perform and provide to
WCDPHE. Garrison shall use its reasonable commercial efforts to create the Customized
Site in accordance with the specifications detailed in Exhibit B ("Specifications"). WCDPHE
agrees that Garrison is not responsible for providing any Site Customization Services not
specifically detailed in Attachment B.
1.2. Garrison Content. The Customized Site shall incorporate certain materials
provided by Garrison which include, without limitation, computer software (in object or
source code form), script, programming code, data, information, HTML code, trademarks,
images, illustrations, graphics, multimedia files and/or text("Garrison Content").
1.3. WCDPHE Content. The Customized Site shall also incorporate the materials, if
any, provided by WCDPHE. Including without limitation, trade or service marks, images,
illustrations, graphics, multimedia files and/or text ("WCDPHE Content"), provided that
WCDPHE delivers such WCDPHE Content to Garrison promptly and in such media and/or
electronic file format designated in the Specifications.
2.0 License
2.1. License. Subject to the terms and conditions of this Agreement,
Garrison grants WCDPHE a limited, nontransferable, nonexclusive license to use the
computer web-based applications and user documentation provided through this contract,
including any updates thereto (the "Application").
2.2 Password Access. Garrison shall issue authorized employees and agents of
WCDPHE a user authorization device ("Password") which will permit access to and use of
the Software. Title to each Password shall remain with Garrison. Garrison may terminate any
and all Passwords in the event of the termination of or any uncured breach of this Agreement.
Garrison may also terminate a Password in the event that Garrison reasonably believes that
such Password is being used other than in accordance with this Agreement. WCDPHE agrees
that all Passwords shall remain confidential and shall be used only by the employees or
agents to whom they have been assigned. WCDPHE shall notify Garrison immediately in the
event WCDPHE has reason to believe that the confidentiality of any Password may have
been compromised and shall take all action reasonably necessary to stop any unauthorized
use of the Password or access to or use of the Application. To be considered an authorized
user("Authorized User"), an individual must have been assigned a Password and must be
using the Application in accordance with this Agreement.
2.3. Additional Restrictions. In addition to the restrictions on use set forth in
section 2.2, WCDPHE agrees that it shall not (a) use the Application to provide services
under any name other than that of WCDPHE, (b) use the Application to process the data of
third parties without Garrison's prior written consent; (c) use the Application in the operation
of a service bureau; (d) modify or change the Application; or(e) decompile, disassemble or
otherwise reverse engineer the application. WCDPHE further agrees that the Application is
proprietary to Garrison and agrees to protect the confidentiality of the Application.
WCDPHE, its agents and its employees shall not use, disclose or otherwise communicate any
information with respect to the Application, including but not limited to its functionality,
which might enable the copying of all or any portion of the Application. WCDPHE agrees to
take all necessary action to protect the confidentiality of all Passwords and Application,
including appropriate instructions to and agreements with its employees and agents.
2.4. Title. WCDPHE agrees that Garrison owns all copyright, trade secret, patent,
trademark, and other proprietary rights in and to the Application, including all modifications
thereto.
3.0 Proprietary Rights
3.1. Garrison Ownership. Exclusive of WCDPHE Content, Garrison shall retain
all right, title and interest (including copyright and other proprietary or intellectual property
rights) in the Application, in the Customized Site, and in any Garrison Content, including but
not limited to all legally protectable elements, or derivative works thereto, whether or not
paid for wholly or in part by WCDPHE, whether or not developed in conjunction with
WCDPHE, and whether or not developed by Garrison, WCDPHE or any contractor,
subcontractor or agent for Garrison or WCDPHE. To the extent that ownership of any of the
foregoing does not automatically vest in Garrison by virtue of this Agreement or otherwise,
WCDPHE agrees to transfer and assign to Garrison all rights, title and interest in the
Application, Customized Site, Garrison Content and/or protectable elements or derivative
works thereof.
3.2. WCDPHE Ownership. WCDPHE shall retain all right, title and interest
(including copyright and other proprietary or intellectual property rights) in the WCDPHE
Content.
3.3. Proprietary Notices. Garrison may place copyright and/or proprietary notices,
including hypertext links within the Garrison Content as incorporated within and on the
Customized Site. WCDPHE may not alter or remove such notices without Garrison's written
permission.
3.4. Limitations. WCDPHE shall not provide to Garrison any WCDPHE Content
that may be defamatory, or that actually or potentially infringes or misappropriates the
copyright, trademark, or proprietary or intellectual property right of any person.
Attachment A
GARRISON ENTERPRISES
DESCRIPTION OF SERVICES
This contract is for only the Environmental section, in WCDPHE.
Section 2: DHD System Specifications
Garrison Enterprises agrees to provide:
A customized version of our Digital Health Department Internet application for WCDPHE
for the programs listed in Attachment B.
This includes working closely with WCDPHE to customize the features of the system to
work hand in hand with the policies and data gathering practices used by the WCDPHE to
provide:
• An all-in-one solution for handling data. Allowing for the entry of an entire inspection or
permit into the system, including comments, violation codes and any other information the
WCDPHE may wish to collect and track. The main tools available to the WCDPHE to
perform these tasks will be.
•Permit and License manager: Allows the WCDPHE to issue, track and modify
permits on any program they wish to.
• Inspection manager: Allows WCDPHE to enter the data from programs referenced
in attachment B and to track and query against such data at any point in time.
•Attachment manager: The system will have full ability to attach various formatted
and sized documents to the DHD system.
The health department WCDPHE is guaranteed to have the ability to rely on The
Digital Health Department exclusively as their data management system.
• Provide a link that can be published by county IT on the WCDPHE's website where the
public will be able to view full inspections; including comments on violations, scores and a
complete inspection history on any item pertinent to any of the environmental programs
integrated into DHD. The site is searchable by facility name, by comments, by violation and
hundreds of other possible queries the WCDPHE may choose to make available to the public.
The WCDPHE not Garrison Enterprises Inc has full control over what information is and is
not disseminated through the WCDPHE's website.
• Advanced search and data analysis tools: The system will come fully equipped with the
ability to search and run detailed reports on data entered into the system by the WCDPHE.
This will include the ability to break data down and search by any variable with a correlating
field in the database. The WCDPHE will also have the ability to output that data and any
subsequent reports into any major database format the WCDPHE may wish. The ability to
perform ad-hoc queries can be provided upon request.
• E-mail alerts to the public. As part of the front end website portion of the system the
public may pick an unlimited number of establishments that they frequent. (ie: restaurants,
daycare, swimming pool) Once registered, anytime those facilities are inspected the system
will automatically generate an e-mail notifying the consumer of the inspection. The e-mail
database that will be developed as a result of these alerts is the WCDPHE s' to use at will to
send out other general health bulletins, or any information the WCDPHE wishes to
conununicate quickly to the public. The email tool can also be set up to contact any person or
group the WCDPHE wishes to communicate with.
• On-site training: Weld will provided with 2 days of on-site training for any staff County
deems appropriate, at a location to be determined by the County.
• Technical support to the WCDPHE_ Included in this contract price is full technical
support, for the contract term, in the event that any member of the WCDPHE s staff may
need assistance with the system or have a question as to it's operation. This assistance comes
at no additional charge to the WCDPHE and is currently available from 7:30am to 5:00pm
CST.
• Full hosting and infrastructure support to handle this system and associated Internet
traffic. This includes the hosting, daily backup and security of the data of the WCDPHE at
no additional charge for the contract term (expiring on 8/31/08). The WCDPHE can rely on
DHD as their exclusive data management system during the contract period.
• A system that has the ability to work with laptops or tablets, allowing inspectors to enter
information in the field. After initial development, the WCDPHE may elect to use the
Digital Health Departments field devices at any point in time. These devices will be
customized with the inspection forms for the programs defined in attachment B and will
reflect the functions and forms contained in the Digital Health Department system.
• Conversion of existing data to the Digital Health Department system. Garrison Enterprises
Inc. is responsible to convert the restaurant, daycare and any other Environmental Health
data the WCDPHE may have in other databases. Should the WCDPHE request additional
databases to be transferred, outside of the ones listed in Exhibit B, additional arrangements
with Garrison Enterprises Inc may be necessary.
• No user license fees: The WCDPHE will have unlimited user access to the database from
any computer in the world that has Internet access. There are no user license fees or
restrictions on WCDPHE access to the system.
Attachment B
PROGRAMS OR AGENCIES*
Licensing and inspection ability for the following areas:
• Food
• Pools
•Tattoo
• Daycare
•Bio solids permitting
•Complaints
•Ambulance
•Schools
•Jails
•Daily activity manager
•Zoonosis(data conversion to come from existing Access tables)
•Hazardous waste sites(converting from Excel database and contain those fields)
Where the Tri-County Health Department has DHD modules that mirror the Weld County
module list, Garrison will defer to using portions of those modules. This is in place to
allow the cost quoted to be achieved.
Attachment P
Conditions of Payment
Pricing and Payment Information
Garrison Enterprises Inc. agrees to enter into a 36 month, contract with the WCDPHE.
Garrison Enterprises Inc. agrees to setup the system and provide hosting and maintenance for
a period to end on November 30, 2008 During this period the WCDPHE agrees to actively
work with Garrison Enterprises Inc. providing feedback, input and assistance on
improvements and other development aspects of The Digital Health Department system.
Base Setup Fee and maintenance fees paid by month/day/year
(covering contract period through November 30, 2008: $58,900.00 *(this
is total contact value)
Org/Account:
Maximum Amount of Contract: $58,900.00
• Due upon contract execution $16,450
• Due upon completion of software implementation $16,450.00
and data conversion
• 1st years maintenance. Due upon completion of
software implementation and data conversion
$5,000.00 (reduced by 50% from 10,000.00 for year one)
• November 1, 2006. Year two maintenance and hosting
$10,000.00
• November 1, 2007. Year three maintenance and hosting
$11,000.00
The term of this contract is 36 months. After initial period, the WCDPHE will have 30 days
to notify Garrison Enterprises Inc. in writing of its intentions either to exercise a renewal
option or to terminate this service. Renewal will be at the same rate (annual escalation of
6%) as current contract.
Future Options:
Discontinue use of system:
If at the end of the contract period, November 30, 2008, the WCDPHE decides to no longer
pursue the DHD system, Garrison Enterprises Inc. will release data contained in DHD with
no further obligation to the WCDPHE.
•
CONTRACT TYPE: Agency
SEIlICE PRO
C
Authorized Signature
C Z2c$6g�
Service Provider's Employer Identification#
(if contract is with organization)or Service Provider's
Social Security Account#(if contract is with individuals)
WELD DEP M T OF PUBLIC HEALTH & ENVIRONMENT
Mark E. Wallace, MD, MPH,
Director
BOARD OF COUNTY COMMISSIONERS
William H. Jerke, Chair
12/05/2005 1 0°.`
1 llet _l'
WELD COUNTY CLERK TO THE B►1 4-geilkla Alift
Au orized Respresentative
By: '. •
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