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Home My WebLink About20240107.tiffRESOLUTION RE: APPROVE LICENSE AGREEMENT FOR USE OF TRAINING MATERIALS BY LAY LEADER MODEL COACHES FOR A MATTER OF BALANCE PROGRAM AND AUTHORIZE CHAIR TO SIGN - MAINEHEALTH 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 License Agreement for the Use of Training Materials by Lay Leader Model Coaches for A Matter of Balance Program 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 Human Services, and MaineHealth, 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 License Agreement for the Use of Training Materials by Lay Leader Model Coaches for A Matter of Balance Program 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 Human Services, and MaineHealth, 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 10th day of January, A.D., 2024. ATTEST: �4 Weld County Clerk to the Board BY: • JOWLY) C. Deputy Clerk to the Board VE County Attorney I/Date of signature: J2f5I1L4 BOARD OF COUNTY COMMISSIONERS WELD COUCOLO (') Kevi r_...- oss, Chair Perry L. Buc Pro-Tem Mike F eeman cc: H5D out OM 2024-0107 HR0096 a'vae- 1111 -1"1Z-7 BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: License Agreement between Weld County Department of Human Services and MaineHealth. DEPARTMENT: Human Services DATE: January 2, 2024 PERSON REQUESTING: Jamie Ulrich, Director, Human Services Brief description of the problemtissue: The Department is requesting to enter into a License Agreement with MaineHealth which would allow WCDHS permission to use the A Matter of Balance materials, train Lay Leader Coaches and offer A Matter of Balance programming. A Matter of Balance is a program designed to reduce the fear of falling and increase activity levels among older adults (ages 60+). The WCDHS AAA program will have two (2) employees licensed as Master Trainers. What options exist for the Board? • Approval of the License Agreement between Weld County Department of Human Services and MaineHealth. • Deny approval of the License Agreement between Weld County Department of Human Services and MaineHealth. Consequences: WCDHS will not have an Agreement with MaineHealth for the use of the A Matter of Balance program. Impacts: WCDHS will not be able to provide A Matter of Balance community classes for the older adult population within Weld County. Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years): • Total cost = $3,000.00 ($1,500.00 per person attending the Master Trainer Session). • Funded through the Older American's Act Funding. Recommendation: • Approval of the License Agreement and authorize the Chair to sign. Support Recommendation Schedule Place on BOCC Agenda Work Session Other/Comments: Perry L. Buck, Pro-Tem Mike Freeman, Chair Scott K. James Kevin D. Ross Lori Seine ,Mr' Pass -Around Memorandum; January 2, 2024 CMS ID 7727 2024-0107 IA 14\409 LQ A MATTER OF BALANCE WHAM COWAN ABOUT M... License to Use A Matter of Balance/Lay Leader Model CD THIS AGREEMENT is entered into this date 01 / (O /Z02 -1, by MaineHealth, a not -for-profit corporation incorporated in the State of Maine with a principal business at 110 Free Street, Portland, Maine, 04101 and, Weld County Department of Human Services (Organization Name) located at 315 North 11thAvenue, Greeley, Colorado 80631 (Organization Address) Whereas the MaineHealth holds title to training materials including a comprehensive facilitator manual entitled 'A Matter of Balance: Lay Leader Model" ("MOB"); and Whereas, Weld County Department of Human Services desires to acquire the right to use MOB in order to, among other things, train Lay Leaders to serve as MOB Coaches; NOW, THEREFORE, in consideration of their mutual premises and the mutual undertakings herein contained, the parties agree: 1. Grant of license: MaineHealth herebygrants to Weld County Department of Human Services the non-exclusive, non -transferable right to use MOB in accordance with the Master Trainer Manual, Master Trainer Job Description, MOB Coach Job Description, MOB Coach Manual, and evaluation tool as they may reasonably be amended from time to time by MaineHealth. Appropriate outcome measurement parameters for this program are the following: Falls Efficacy, Falls Management, Falls Control, and Exercise Level. MaineHealth does not make any other assurances regarding other outcome measures. 2. Restrictions. Licensee shall not (a) sell, distribute or sublicense MOB or any portion thereof, (b) modify or adapt MOB, or (c) translate, reverse engineer, or create any derivative work of MOB. Licensee shall only use MOB in the manner authorized. Licensee shall have at least one Master Trainer on the License Agreement at all times to be able to utilize the License. Copies of materials are to be made only to extent necessary to conduct program with seniors. 3. Credit. Any publication of MOB, or any adaptation thereto, whether in print, video or computer -based publication, shall bear the following credit: A Matter of Balance: Managing Concerns About Falls/ Volunteer Lay Leader Model ©2006. This program is based on "Fear of Falling: A Matter of Balance" Copyright o 1995 Trustees of Roston University. All rights reserved. Used and adapted by permission of Boston University. Inquiries regarding the original program maybe directed to Boston University, Health & Disability Research Institute, 53 Bay State Road, Boston, Massachusetts, 02215, A Matter of Balance was created with support from the National Institute on Aging. A Matter of Balance Lay Leader Model was developed by a grant from the Administration on Aging (#90AM2780) ©All rights reserved, MaineHeakh's Partnership for Healthy Aging. Rev 2024 2o2'1-0107 4. Indemnification. To the extent permitted by law, Weld County Department of Human Services shall at all times during the term of this License and thereafter, defend and hold MaineHealth, its trustees, officers, employees, agents and affiliates (together, "indemnitees") harmless from and against all claims, suits, demands, liability and expenses, including legal expenses and reasonable attorneys' fees, arising out of any negligent act or omission of pursuant to this Agreement. Nothing herein is intended, nor shall It be deemed, to expand or extend the Ucensee's liability, or to waive any immunity to which it is entitled under the applicable state Tort Claims Act, or other applicable provisions of state law. [can be modified to insert the applicable state and the applicable state statute.] 5. Responsibility for Acts or Omissions. Weld County Departrnentof Human Services agrees to accept and be responsible for its own acts or omissions, as well as those acts or omissions of Its employees, agents and independent contractors and nothing in this Agreement shall be interpreted or construed to place any such responsibility on MaineHealth. 6. EXCLUSIONS. IN NO EVENT SHALL MAINEHEALTH BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR TORT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF BUSINESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE USE OF THE MOB OR OF ANY OTHER OBLIGATIONS RELATING TO THIS AGREEMENT OR THE MOB, WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MOB AND ALL ASSOCIATED MATERIALS THAT ARE THE SUBJECT OFTHIS AGREEMENT ARE DELIVERED "AS IS" IN EVERY RESPECT. 7. Term of Agreement. This agreement will remain in effect for three (3) years after issue or renewal date, or until cancelled by either party upon 30 days prior written notice. If agreement is cancelled by MaineHealth, then agrees that it will terminate use of the MOB. At end of the initial 3 -year term, and each subsequent three-year term, there will be a $300.00 License Renewal fee for access to the materials and continued technical support and training to implement the program. The license shall automatically renew upon the payment of the required renewal fee. Should MaineHealth terminate the License prior to the end of the renewal term without good cause, MaineHealth shall reimburse Licensee for the prorated portion of the renewalfee. 8. Qualifications for Licensure: There must be at minimum one certified Master Trainer on the License Agreement to oversee the program implementation. If Weld County Department of Human Services does not have a certified Master Trainer to Implement the program then all A Matter of Balance classes must stop, and the license will be inactive until such time as a new Master Trainer is certified by MaineHealth. The Licensee shall provide written notice to MaineHealth of any Master Trainers added to or removed from their License. IN WITNESS WHEREOF, the parties hereto, each acting under due and proper authority, have set their hand and seals as of the date first above written. MaineHealthq Organization Name Signature Albert G. Swallow III Chief Financial Officer MaineHea G/77 r Printed Name and Title 257-661-7520 Phone Date Rev 2024 Weld County Department of Human Services Your Organ' O Legally Authorized Signature (sign in blue Ink) (I.e., CEO, President, Executive Directori. JA1 fl 2024 Kevin D. Ross, Chair Weld County Board of County Commissioners Printed Name and Title of Authorized Signatory 970-352-1551 Phone bocc-contracts@weld.gov Email Address 2o2U( -4107 Master Trainer(s) covered under this license: Name: Meredith Skoglund Name: Jacob Luna Name: Name: Name: Name: Name: Name: Name: Name: Please send a signed agreement via e-mail or fax: E-mail: MOBLICENSE@mainehealth.org Fax: 207-661-7540 PLEASE KEEP A COPY FOR YOUR RECORDS. Questions? Please call 207-661-7120. Rev 2024 3 A MATTER L�r BALANCE MANAGING CONCERNS ABOUT FALLS". Instructions for Completing the License Agreement This License Agreement is between your organization and MaineHealth. It gives your organization permission to use the A Matter of Balance © materials, train Lay Leader Coaches and offer A Matter of Balance programming. Please fill in the name of your organization in the blank spaces, not the name of the Master Trainer. 1. Do not edit, add or remove text from the License Agreement. 2. If you work for a federal or state government agency, please contact MOBLICENSE@mainehealth.org for a copy of our government License to be able to add applicable federal or state lawsor statutes. 3. This License Agreement is not a training agreement. If you need an invoice, or training agreement please contact PFHA@mainehealth.org 4. Date: Enter the date that the signatory for your organization signed the License. The date on page 1 should match the date of your signatory on page 2. 5. The License Agreement needs to be signed and dated by a legally authorized signatory (someone legally authorized to act on behalf of the organization, i.e., CEO, President, Executive Director, etc.) on page 2. 6. Please list the names of all active Master Trainers at your organization including the names of individuals attending this training on page 3. You must fill out this License Agreement even if your organization had a License Agreement in the past. ** 7. Keep a copy of this License Agreement for your records. 8. Return the completed and signed License Agreement to MOBLICENSE@mainehealth.org 9. License Agreements must be returned no later than 30 days before the start of the training. ** If your organization is sending more than one person to the Master Trainer Session, only one License Agreement needs to be competed. It is not necessary to fill out a separate License Agreement for each person from the same organization. Rev 2024 Contract Form Entity Information Entity Name* MAINEHEALTH Contract Name * LICENSE AGREEMENT Contract Status CTB REVIEW Entity ID* @00047966 Q New Entity? Contract ID 7727 Contract Lead * SADAMS Contract Lead Email sadams@weld.gov;cobbx xlk@weld.gov Parent Contract ID Requires Board Approval YES Department Project # Contract Description* LICENSE AGREEMENT TO ALLOW WCDHS PERMISSION TO USE A MATTER OF BALANCE MATERIALS, TRAIN LAY LEADERS COACHES AND OFFER A MATTER OF BALANCE PROGRAMMING. Contract Description 2 AAA WILL HAVE TWO (2) EMPLOYEES LICENSED AS MASTER TRAINERS. Contract Type* AGREEMENT Amount* $ 3,000.00 Renewable* NO Automatic Renewal Grant IGA Department HUMAN SERVICES Department Email CM- HumanServices@weldgov. com Department Head Email CM-HumanServices- DeptHead@weldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL DGOV.COM Requested BOCC Agenda Date* 01/10/2024 Due Date 01/06/2024 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID 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* 11/10/2026 Committed Delivery Date Renewal Date Expiration Date* 01/10/2027 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 JAMIE ULRICH CHRIS D'OVIDIO BYRON HOWELL DH Approved Date Finance Approved Date Legal Counsel Approved Date 01/03/2024 01/04/2024 01/04/2024 Final Approval BOCC Approved Tyler Ref* AG 011024 BOCC Signed Date Originator SADAMS BOCC Agenda Date 01/10/2024 Hello