HomeMy WebLinkAbout20240680.tiffRESOLUTION
RE: APPROVE REGULATORY ONLINE TRAINING AND TESTING AGREEMENT FOR
PROCTOR AND FOOD SAFETY CERTIFICATIONS, AND AUTHORIZE CHAIR TO
SIGN - STATEFOODSAFETY, A DIVISION OF ABOVETRAINING, 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 Regulatory Online Training and Testing
Agreement for Proctor and Food Safety Certifications between the County of Weld, State of
Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the
Department of Public Health and Environment, and StateFoodSafety, a Division of AboveTraining,
Inc., commencing upon full execution of signatures, with further terms and conditions being as
stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, 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 Regulatory Online Training and Testing Agreement for Proctor
and Food Safety Certifications between the County of Weld, State of Colorado, by and through
the Board of County Commissioners of Weld County, on behalf of the Department of Public Health
and Environment, and StateFoodSafety, a Division of AboveTraining, Inc., be, and hereby is,
approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 20th day of March, A.D., 2024.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY.
ATTEST: ddetitm)
Weld County Clerk to the Board
Deputy Clerk to the Board
APP: c E� u ' dV ORM:
Count " torney
Date of signature: 312-7
� C- p
Ross, Chair
Perry L. B
k, Pro-Tem
Mik-,Freeman
t K. James
Saine
cc: HL
O4/vg/2y
2024-0680
HL0057
(witi/ac+fl 7901
BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW
PASS -AROUND TITLE: Agreement Between Department of Public Health and Environment
and State Food Safety
DEPARTMENT: Health / Environmental Health Services DATE: 2/29/2024
PERSON REQUESTING: Jason Chessher, Executive Director
Brief description of the problem/issue: The retail food program seeks to enter into an agreement with State
Food Safety in order to provide proctoring services for retail food establishment employees seeking to take the
Food Protection Manager certification exam and for Weld County to have access to State Food Safety's data
(list of local food handlers/managers having taken their courses and exams, and the results). In exchange,
State Food Safety is requesting that we include a link on our website for their courses and exams.
Currently, a retail food establishment must have at least one individual, with authority to make decisions for the
establishment, that holds a Food Protection Manager certification. Currently, this person does not have to be
onsite at all times. Effective, March 1, 2025, with Colorado's recent adoption of the 2022 FDA Food Code, the
person in charge (PIC), at any time, must be a certified food protection manager (CFPM). This means that, for
most of the time a retail food establishment (RFE) is open, there must be a CFPM onsite.
The CFPM course and exam can be taken online but must be proctored. Since the CFPM became a
requirement in 2019, some individuals have had difficulty finding a proctor. With this change (for an
establishment to have a CFPM onsite for most of the time), the cost to operators is going to increase as is the
need for proctoring services. In the spirit of being business friendly, we would like to help remediate both.
What options exist for the Board?
Consequences: There is very minimal impact to the County to enter into this agreement. If we do not enter
into this agreement, local retail food establishments may have difficulty finding proctors for the CFPM exam
and, consequently, meeting this requirement.
Impacts: Becoming a proctoring site for the CFPM exam, would provide a significant benefit to our retail
food operators, particularly smaller operators.
Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years): Staff time for the initial 2 hour
training to become a proctor, and approximately 10 hours per quarter for conducting refresher class and
proctoring exam.
Recommendation: I recommend approval of the agreement to support Weld County's local businesses.
Support Recommendation Schedule
Place on BOCC Agenda Work Session Other/Comments:
Perry L. Buck, Pro-Tem
Mike Freeman
Scott K. James
Kevin D. Ross , Chair
Lori Saine
vY \f -
2024-0680
3/20 El Loos 1
State FoodSafety
Food Safety Training & Certification
Regulatory Online Training and Testing Agreement
This AGREEMENT by and between StateFoodSafety, a division of AboveTraining, Inc. TM (SFS), and Weld County Department of Public Health and
Environment (AGENCY) is to be effective this 29th day of February 2024.
1. Term, Termination, Limitations. The term of this Agreement shall commence on the date hereof and shall continue, unless sooner
terminated as provided herein, for a period of three (3) years thereafter (the "Initial Term"). Thereafter, this Agreement shall automatically
renew without interruption for successive one (1) year periods upon the same terms and conditions ("Renewal Term") unless either party gives
written notice of its intent not to renew the Agreement at least ninety (90) days before the beginning of any Renewal Term. For purposes of
this Agreement, "Term" means the Initial Term and all Renewal Terms.
a. Mutual Termination Events. Either Party may terminate this Agreement upon the occurrence of any of the following events:
i. the breach by the other Party of any material term or condition of this Agreement, provided that such breach is not cured
within thirty (30) days after notice of the breach is given by the non -breaching Party to the breaching Party;
ii. bankruptcy of the other Party, upon fifteen (15) days prior written notice to the other Party.
b. Effect of Termination. Upon any termination or expiration of this Agreement, all licenses granted hereunder shall terminate, each party
shall immediately cease using the intellectual property of the other Party, and any payments accrued or due and owing from AGENCY
to SFS hereunder at the time this Agreement is terminated shall be paid pursuant to the payment provisions of this agreement.
Notwithstanding the foregoing, to the extent that any AGENCY authorized customer has paid for, but not completed, a course, such
AGENCY authorized customer shall have the right to finish the course within a reasonable time.
2 Definitions.
a. Products provided by SFS, described as "program(s)," may include courseware, assessments, and other related materials as
outlined in Appendix A.
b. Services provided by SFS, described as "services," include but are not limited to payment processing, customer support, marketing
efforts, web hosting, database maintenance, accreditation maintenance, certificate issuance, dedicated client services, and other
efforts necessary for delivering the programs as outlined in Appendix A.
c Individuals authorized by AGENCY to use the programs and access the services may be described as "AGENCY authorized
customer(s)" under the terms of this agreement.
3. Regulatory Fees. SFS shall collect all regulatory fees at the time AGENCY authorized customers register for and purchase the program, if
applicable. Unless otherwise agreed in writing, signed by both AGENCY and SFS, payment of regulatory fees is required at the time of
registration. SFS shall maintain records of all regulatory fees paid by AGENCY authorized customers for the lifetime of this agreement and for
at least one (1) year following termination.
4. Marketing and Implementation.
a. AGENCY will provide a written letter of approval of the SFS programs described in APPENDIX A that may be used to provide evidence
of SFS ability to provide training in AGENCY's jurisdiction. A template may be provided by SFS, as needed.
b. AGENCY, if relevant, will provide logo (high -resolution [300 dpi; minimum 800px length/width] PNG file for quality certificate printing).
signature for certificates, and other materials as requested by SFS to launch the programs.
c. SFS will provide URL to AGENCY to place on AGENCY website.
d. SFS will create administrative accounts for AGENCY officials in SFS Learning Management System (LMS) and provide tutorials and
any required training.
e. SFS may, upon request, provide marketing materials to AGENCY to assist in AGENCY promotion of program.
f. SFS may, upon request, provide marketing materials to AGENCY to assist in AGENCY promotion of program.
g. AGENCY will sponsor and promote a Certified Food Protection Manager Exam session proctored by employees of AGENCY
StateFoodSafety Proctoring application software will be used exclusively during said Food Protection Manager examination.
h. Employees of AGENCY will be given proctor abilities upon successful completion of StateFoodSafety Proctor Training and approval of
application. Proctor training and approval will be provided by SFS free of charge.
Proctoring training, application and tool will be provided by SFS free of charge
ii. Any and all proctoring fees will be determined and collected solely by AGENCY
5. Pricing.
a. Pricing is detailed in Appendix A.
b. SFS maintains the right to adjust its portion of program prices in the future to remain competitive. Any changes to the training price
will not affect AGENCY fees. This change can occur as SFS deems necessary and will not require an addendum to this agreement
or prior notification to AGENCY.
c. Third -party proctors such as Prometric testing centers, ProctorU online proctoring, or other approved proctors charge fees that SFS
may collect and remit. These fees are subject to change outside the control of SFS and cannot be discounted. These fees may
change without AGENCY notification.
6. Ownership Rights.
a. Under the terms and conditions of this Agreement, SFS may modify regulatory -approved programs at its discretion. Should program
content be affected in a manner affecting coverage of required topics, SFS will submit the program or affected program components
to AGENCY for reevaluation.
b. All rights to course content, artwork, copyrights, trade secrets, source code, user data, passwords, intellectual property, and any
other materials relating to the programs, products and services ("SFS Intellectual Property"), and any improvements or derivative
works made by SFS or by AGENCY or AGENCY authorized customers to the SFS Intellectual Property ("Improvements"), are
owned by SFS and except as expressly set forth herein, SFS reserves all right, title, and interest in and to same. To the extent that
AGENCY or AGENCY customer obtains any right, title, or interest or to any SFS Intellectual Property or Improvements, AGENCY
AGENCY Initial 6ai
Page 1 of 5 ASFS Initial
hereby -assigns, and agrees to assign, all right, title, and interest in and to same to SFS and shall procure such assignment from
AGENCY customer for the benefit of SFS.
c. AGENCY shall not copy, duplicate, distribute, modify, enhance, or infringe any portion of the SFS programs (licensed materials) or
property. AGENCY shall not use any portion of the SFS programs except as explicitly provided herein.
d. In signhg this agreement, AGENCY grants SFS permission to use logos or trademarks in the development and maintenance of
AGENC Y products, marketing materials, and certificates as described in Appendix A.
7. Learning Manacment System (LMS). SFS will utilize its proprietary LMS to deliver training and testing programs, track and maintain user
records, issue ce tificates. verify certificates, provide customer support, deliver program vouchers, and other necessary program functions.
SFS will grant to AGENCY administrative access to all pertinent learner records, subject to any state and federal laws or regulations.
8 Su
PP
ort.
a. SFS wi' provide end -user customer service in the following areas:
Technical support
ii General billing inquiries
iii Fulfilling purchase orders
iv Responding to questions regarding online training content (subject matter expertise)
9. Representations
a. Pertaining to this Agreement, SFS will jointly provide approved training and testing programs with AGENCY.
10. Limitation of Liaoility. Except in connection with (i) a breach of Section 9 (Nondisclosure of Confidential Information), (ii) for claims that a Party
infringed the othe- Party's intellectual property rights, or (iii) for claims arising out of a Party's gross negligence or willful misconduct, under no
circumstances, icluding any infringement claims, shall either Party be liable to the other, or any other party for any re -procurement costs, lost
revenue or profits or for any other special. incidental or consequential damages, even if either Party has been informed of such potential loss or
damage. EXCEP - AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, AND
EACH PARTY SDECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE
GOODS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON -
INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR
COURSE OF PE RFORMANCE.
11. Mutual Nondiscbsure of Confidential Information. Each Party acknowledges that it may have access to certain confidential information of the
other Party concerning the other Party's business, plans, clients, technologies, products, and other information held in confidence by the other
Party ("Confident al Information"). Confidential Information includes all information in tangible or intangible form that is marked or designated as
confidential or that under the circumstances of its disclosure, should reasonably be considered confidential. Confidential Information shall also
include the pricinc information contained in Appendix A to this agreement. Each Party agrees that it will not use in any way, for its own account or
the account of an l third party, except as expressly permitted by or required to achieve the purposes of this Agreement, nor disclose to any third
party (except as required by law or to that party's attorneys, accountants and other advisors as reasonably necessary) any of the other Party's
Confidential Infor ration and will take reasonable precautions to protect the confidentiality of such information, at least as stringent as it takes to
protect its own Cc nfidential Information.
a. Except ons. If any disclosure of Confidential Information is required by law, government regulation, or court order, the receiving Party
may ma ke such disclosure upon prior written notice to the disclosing Party so that the disclosing Party may seek a protective order or
take otl er protective action, and the receiving Party shall cooperate therewith.
12. Indemnification. Each Party agrees to indemnify the other against and hold it harmless from any claims, damages, losses, and/or liabilities
caused (or alleges to be caused) by its own personnel. This includes, without limitation, indemnification against claims arising from personal injury
or damage to pro lerty caused (or alleged to be caused) by either Party or any of its personnel. Indemnification includes, without limitation, the
payment of judgments. settlements, reasonable attorneys' fees, and other costs and expenses.
13. Existing Contracts Warranties. Each Party warrants that it has the right to enter into this Agreement and that this Agreement does not
conflict with any cher contract or agreement to which it is a party.
14. Internet Delays. The products and services provided under this agreement may be subject to limitations, delays, failures, and other problems
inherent in the us 2 of the internet that fall outside SFS's control. SFS is not responsible for any such delays, delivery failures, or other
damages resultin from such problems.
a. During he term of this Agreement, SFS agrees to make the program available for access twenty-four (24) hours per day, seven (7)
days per week. with uptime of no less than 99% during any calendar year. Should SFS experience unexpected downtime of longer
than 3C minutes from the start of downtime, SFS will provide email communication to AGENCY with estimated time of resolution.
b. SFS ac ees to take normal and commercially reasonable steps to secure its websites, databases, program materials, and customer
informaion, in accordance with its standard security and operating procedures.
15. Assignment and Successors. This Agreement is not assignable or transferable. except in connection with any reorganization, consolidation,
acquisition, sale. nerger of either Party, or the acquisition of substantially all of either Party's assets. Any such assignment must first be
approved in writing by the non -assigning Party, where such approval may not be unreasonably withheld.
16. Force Majeure. I` either Party shall be deemed in breach of this Agreement for any failure to perform an obligation where such failure is
caused by an Actif God. labor dispute or shortage, or any other circumstances or cause beyond the control of that Party.
17. Waiver and Severability. The failure of either Party to enforce any provision of this Agreement shall not be deemed a waiver of that provision
or of the right of t e Party to thereafter enforce that or any other provision. In the event that any provision of this Agreement is held to be
invalid, unenforcable, or illegal. the provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall
otherwise remain n full force and effect and enforceable.
18. Attorneys' Fees. In the event of any litigation or arbitration between the Parties relating to this Agreement or the Services or Products, the
prevailing Party s sail be entitled to recover from the other Party all reasonable attorneys' fees and other reasonable costs incurred by the
prevailing Party it connection therewith.
AGENCY Initial IS t
Page 2 of 5 SFS Initial
07002 b&a
19. Notices. All notices from one party to the other will be deemed official if sent by certified mail with return receipt requested, facsimile with
corresponding confirmation, email with corresponding phone confirmation, or by air express courier, to the address listed in this agreement.
20. Jurisdiction and Venue. SFS acknowledges that this agreement shall be construed under and in accordance with the laws of the regulatory
agency. Jurisdiction and venue of any action under this agreement shall be in the federal or state courts in Illinois.
21. Market Research Cooperation. The Parties agree that they will cooperate in designing and implementing a reasonably tailored market
research system taking into account the economics contemplated hereunder, including but not limited to post-test surveys that will assist the
Parties in gaining a better understanding of the online training market. The costs related thereto shall be paid by SFS, including any expenses
incurred by AGENCY. However, reimbursement for such costs shall require prior written approval from SFS.
22. Signatures. All terms and conditions of this Agreement are agreed to by duly authorized officers of the Parties, whose signatures are set forth
below.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
Kevin D. Ross. :lair
ATTEST:
Clerk t
By:
Deputy Clerk to l Boa d
iffattA 4.,•Sok,
Date (MM/DD/YYYY) MAR 2 0 2J24
(Continued on next page)
AGENCY Initial ite‘�/
StateFoodSafety
225 E Robinson St
STE 570
Orlando, FL 32801
T: (801) 494-1416
regulatory@statefoodsafety.com
Signature U'
fY/U. �ftc1y ��hlC
0
Kimberly Brophy
General Manager, StateFoodSafety
Date (MM/DD/YYYY) Mar 15 2024
Page 3 of 5 ) SFS Initial
020.44 o4 ?so
APPENDIX A
Training Products
Food
Handler
Training
SFS Training Price: $10.00
AGENCY Fee: $0.00
Total Price: $10.00
Invoice
X
Food Handler
X
User Pay
n
Food Handler
(ANSI)
AGENCY Fee
❑
Food
Handler
Essentials
Collected
Food
Handler
Essentials (ANSI)
Other:
Food Manager Training
SFS
AGENCY
Total
Training Price: $78.00
Fee: $0.00
Price: $78.00
Invoice
X
Food Manager
X
User Pay
❑
Food
Manager (ANSI)
AGENCY Fee
Other:
Collected
Allergens
Awareness Trai ling
SFS
AGENCY
Total
Training Price:
Fee:
Price:
Invoice
Allergens
Awareness
User Pay
AGENCY Fee
Collected
Bloodborne Pathogens Training
SFS
AGENCY
Total
Training Price:
Fee:
Price:
Invoice
Bloodborne Pathogens
User Pay
AGENCY Fee
Collected
Custom Training:
SFS
AGENCY
Total
Training Price:
Fee:
Price:
Invoice
User Pay
AGENCY Fee
Collected
Food Protection Manac er Certification Exam
Food Manager Exam
Exam
AGENCY
Total
Bundled
AGENCY
Total
Price: $28.00
Fee: $0.00
Price: $28.00
Price: $78.00
Fee: $0.00
Price: $78.00
Invoice
❑
Food Manager Exam
X
User Pay
X
Food Manager Exam (ANSI)
❑
AGENCY Fee
Collected
X
Bundled
with Training
Proctoring Information
Testing
Remote
HD
and
Center Price: $50.00
Proctoring Price: $46.00
Proctoring Price: Price determined
processed by AGENCY
3
Invoice
X
Testing Center
X
User Pay
X
Remote Proctoring
X
Provide own proctor
)
Certificate Tvne
Certificate Type
State Certificate
Custom Certificate
Printed Card
AGENCY Logo
AGENCY Signature
Xi
Special
Instructions
Health Department
Temporary
Other:
Visit
Card
❑
❑
❑
Website
Webpage*
Generic
X
Custom
Custom Portal
Existing
Existing URL:
New URL:
❑
New
*For a contracted FH course, a :ustom webpage is required. For a contracted FM course, the default is generic but can be customized if required by AGENCY.
AGENCY Initial 14 Page 4 of 5 �SFS Initial
Renortina & AGENCY Fee Remittance
Type
of Report
Courses Purchased
X
Food Handler
Certificates Awarded
Other:
Report Frequency
X
AGENCY self-service
Bi-weekly
(Every two weeks)
❑
SFS
Semi -Monthly (Twice monthly)
❑
Monthly
Deadline:
Other:
AGENCY Fee Basis
❑
Courses Purchased
Bi-weekly
(Every two weeks)
Semi -Monthly (Twice monthly)
❑
Certificates Awarded
Other:
Monthly
❑
Deadline:
❑
Other
(See Notes)
Additional Notes:
AGENCY Initial \CCU Page 5 of 5
SFS Initial
o2aa4=_ n ‘- 42a
Aixodc sign Audit Trail
by apryse
Document De tails
Title Neld County, CO - SFS Updated agreement
File Name Neld County contract 03.06.2024.pdf
Document ID 3cbf4a52b0224c8fa01 f4a6e98908d8b
Fingerprint 0d7893c77d1 eb1 ccd1379335c765053
Status
Completed
Document Htory
Document Created by StateFoodSafety Accounts Team
Document CreatU d (accounts@statefoodsafety.com)
Fingerprint: 6cb952106fa 7233e389952cd0d 7cfc86
Document Sent Document Sent to Kimberly Brophy (twilliams@statefoodsafety.com)
Document Viewel
Document Signed
Document
Completed
Document Viewed by Kimberly Brophy (twilliams@statefoodsafety.com)
IP: 173.209.102.181
Document Signed by Kimberly Brophy (twilliams@statefoodsafety.com)
IP: 173.209.102.181
LAdutty, yinfieud,
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Entity Information
Entity Name
STATE FOOD SAFETY
Entity ID*
@00048143
Q New Entity?
Contract Name" Contract ID
STATE FOOD SAFETY TESTING AND PROCTOR 7907
AGREEMENT
Contract Status
CTB REVIEW
Contract Lead
BFRITZ
Contract Lead Email
bfritz@weld.gov;Health-
Contracts@weld.gov
Contract Description*
STATE FOOD SAFETY TESTING AND PROCTOR AGREEMENT
Contract Description 2
Contract Type*
AGREEMENT
Amount*
$0.00
Renewable*
YES
Automatic Renewal
YES
Grant
IGA
Department
HEALTH
Department Email
CM-Health@weldgov.com
Department Head Email
CM-Health-
DeptHead@weldgov.com
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COUNTYATTORNEY@WEL
DGOV.COM
If this is a renewal enter previous Contract ID
If this is part of a MSA enter MSA Contract ID
Parent Contract ID
Requires Board Approval
YES
Department Project #
Requested BOCC Agenda Due Date
Date* 03/16/2024
03/20/2024
Will a work session with BOCC be required?*
NO
Does Contract require Purchasing Dept. to be
included?
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts
are not in OnBase
Contract Dates
Effective Date
Termination Notice Period
Contact Information
Review Date
12/01/2027
Renewal Date"
02/29/2028
Committed Delivery Date Expiration Date
Contact Info
Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2
Purchasing
Purchasing Approver Purchasing Approved Date
Approval Process
Department Head Finance Approver Legal Counsel
JASON CHESSHER CHERYL PATTELLI BRUCE BARKER
DH Approved Date Finance Approved Date Legal Counsel Approved Date
03/15/2024 03/15/2024 03/18/2024
Final Approval
BOCC Approved Tyler Ref #
AG 032024
BOCC Signed Date Originator
BFRITZ
BOCC Agenda Date
03/20/2024
Hello