164125_MOA_draft.doc

AGREEMENT FOR PROVISION OF ALLERGEN TRAINING VIDEO AND CERTIFICATION SERVICES

This Agreement, effective as of the date of the final signature below, hereinafter referred to as the “Agreement”, is between Vendor, hereinafter referred to as Vendor, and the Massachusetts Department of Public Health, hereinafter referred to as DPH, which has as its address 250 Washington St., Boston, Massachusetts 02108.

By executing this Agreement, Vendor agrees that all terms governing performance of this Agreement are attached or incorporated by reference herein, including the Notice of Opportunity (NOO # 164125) and Vendor’s response to the NOO issued October 16, 2015. The terms of this Agreement shall survive its termination for the purpose of resolving any claim, dispute, or other contract action, or for effectuating any negotiated representations and warranties.

Whereas, M.G.L. c. 140, § 6B requires certain staff of food establishments to view a video concerning food allergies, which video will, as required, be approved by DPH in collaboration with the Massachusetts Restaurant Association and the Food Allergy and Anaphylaxis Network; and Whereas, such staff must obtain certification that they have viewed the video; and

Whereas, Vendor is a firm with experience in providing education, training, and certification services; and

Whereas, DPH desires to obtain training and certification services to implement M.G.L. c. 140, § 6B and Vendor is willing to make such services available to DPH in the manner and on the terms set forth below;

NOW, THEREFORE, DPH and Vendor hereby mutually agree as follows:

Allergen Training Video Viewing and Certification Services to be Provided by Vendor

Vendor agrees to:

1. Within fifteen (15) business days of receiving the DPH – approved allergen training video, provide access to the video to trainees online in all parts of Massachusetts.

2. Provide access to the video in classrooms if there is sufficient demand for classroom viewing. The existence of sufficient demand will be determined by Vendor in consultation with DPH.

3. Provide the video in a segmented format so that each segment must be activated by the trainee.

4. Remove any “fast forward” feature from all segments of the video.

5. By mail, provide each trainee who views the video with an individual certificate attesting to the fact that the trainee has viewed the video. Certificates will be designed using a template approved by DPH and identifying Vendor by a logo or other means.

6. Charge trainees no more than $10.00 for provision of access to the video and certification services.

Verification of Trainee Identity and Certificate Security Measures

1. Verification of Identity:

Credit card identifiers will be utilized to verify trainee identity. Validation of the credit card is a verification of the trainee’s identity.

2. Certificate Verification:

(A) Each certificate will uniquely identify the successful trainee by their first name, middle initial, last name and date of completion and expiration date.

(B) Upon completion of the video, the trainee will be required to “sign” a statement as follow: “I certify that I have watched the Food Allergen Training video in full. I understand that a false statement in this regard will void my certification and that I will be liable to all applicable penalties under Massachusetts General Laws”.

(C) No certificate can be issued until this statement is provided.

3. Information on certificate is tied to the trainee registration process:

(A) The trainee receives the secure link to access the online course after he or she has completed the registration on the Vendor’s system.

(B) Upon completion, the certificate is generated utilizing supplied data.

4. Certificate watermark:

A watermark will show on the original certificate paper to authenticate it as the original certificate. A printed watermark will be used on each original certificate that shows when photocopied to prevent fraud.

5. Time Limitations:

(A) Once the trainee has paid and completed the registration process, he or she will have no time restrictions in which he or she has access to the training online.

(B) Once the trainee has paid and completed the registration process for classroom based training, he or she is required to attend such training. No refunds will be provided or credit allowed for a future classroom date or online viewing.

(C) Access to online course will not expire but will provide on-going access to the training for the purposes of reference and review.

(D) For classroom and online courses an outline of the covered topics may be provided as durable materials for the trainees.

Records Management, Reporting, and Other Services to be Provided by Vendor

Vendor agrees to:

1. Maintain an electronic database in a format acceptable to DPH of certified food safety personnel, including first and last name, middle initial, e-mail address, home address, telephone number, and certification date. In the case of duplicate names, Vendor will use a numbering system to distinguish among trainees.

2. Submit certified food safety personnel data in hard copy or on a compact disk, in cumulative form, to DPH every three months from the effective date of this Agreement.

3. Retain the certification database for 5 years following the certification date of the last trainee certified under this Agreement. Notify DPH three months in advance of the expiration of this 5 year period.

4. Provide DPH with continuous electronic access to the database of certified food safety personnel, in a form so that the database can be searched alphabetically by last name of the certified trainee.

Business relationships with certified training providers

To the extent practical, Vendor agrees to form mutually advantageous business relationships with one or more food safety training providers identified by DPH to promote integrated training opportunities throughout the state.

General Provisions

1. Upon request of DPH, Vendor will promptly meet with the designated staff of DPH to discuss any problems encountered with provision of video viewing services, certification, or DPH access to the certification data.

2. Vendor shall ensure that it is linked to the Internet and has the capability of linking with DPH via the Internet.

3. Sheila Dargie shall be the Vendor’s project manager for this Agreement. Vendor may not change the project manager without the prior approval of DPH.

4. All certifications will remain the property of DPH and may not be used by Vendor for any purposes other than as designated by DPH.

5. Other staff assigned to this Agreement shall be per diem employees. Vendor may not change these staff responsibilities without the prior approval of DPH.

6. Vendor shall meet with representatives of DPH at least once a year to present progress reports, and discuss any problems, policies, or other issues concerning this Agreement.

7. Electronic Processing and Transmission Procedures: Vendor shall follow the electronic transmission procedures provided by DPH’s Information Technology Director that went into effect January 14, 2008. Vendor is required to ensure a secure connection between Vendor and DPH when sending any email that contains confidential information to DPH. Email from DPH to Vendor containing sensitive information should always include the word SECURE at the beginning of the subject line. If SECURE does not appear, Vendor should notify DPH.

DPH Responsibilities DPH shall provide Vendor with all applicable statutes, rules, and regulations relevant to this Agreement. DPH shall promptly notify Vendor of, and provide Vendor with copies of, any changes in the applicable statutes, rules, or regulations.

Term This Agreement shall be for a term of five (5) years, and may be renewed, at the option of DPH, for a period of five additional years. In the event that DPH chooses not to renew this Agreement, DPH shall, at least three (3) months prior to the end of the original five-year Agreement term, notify Vendor, by certified mail, return receipt requested, of DPH’s intention not to renew the Agreement. Any failure of DPH to so notify Vendor shall not operate as renewal of this Agreement by DPH.

Fees

1. Vendor may collect and retain a fee of up to $10.00 from or on behalf of each individual who views the video and obtains certification.

2. Compensation to Vendor for all costs incurred in providing services under this Agreement is to be paid from the fees paid by or on behalf of individuals who view the video. DPH shall not be liable for any expenses or fees owed by any such individual.

3. The services provided by this Agreement will not be funded by DPH. Vendor will cover the cost of these services by the collection of fees from or on behalf of individuals who view the video.

Cancellation

1. DPH reserves the right to cancel this Agreement, in whole or in part, upon one hundred twenty (120) days written notice without penalty due to statutory change, failure of Vendor to comply with any of the terms, conditions, or specifications of this Agreement; or for any other reason.

2. Vendor reserves the right to cancel this Agreement, in whole or in part, upon one hundred twenty (120) days written notice to DPH, without penalty for any reason.

Conduct of Work Vendor agrees that, except where otherwise stated in this Agreement, Vendor shall diligently furnish all qualified personnel, materials and equipment, and shall manage and direct these to complete the work required by this Agreement in accordance with good and accepted standards and practices. DPH reserves the right to interview the key personnel assigned to this project by Vendor and to recommend reassignment of personnel deemed unsatisfactory to DPH.

Indemnification and Insurance Vendor agrees to indemnify and hold harmless the Commonwealth and its officers, agents and employees from and against all suits, actions, or claims of any character brought for or in account of any injuries or damages received by any persons or property resulting from the operations of Vendor, or anyone directly or indirectly employed by Vendor, in performing work under this Agreement. Vendor agrees to carry liability insurance in an amount sufficient to cover any claims which may be made against it in connection with the performance of its duties under this Agreement.

Independent Contractor The parties hereto agree that Vendor, its officers, agents, and employees shall act in the capacity of an independent contractor in the performance of this Agreement, and not as an officer, agent, or employee of the Commonwealth of Massachusetts. Vendor shall have no authorization, express or implied, to bind the Commonwealth to any agreement, settlement, liability, or understanding whatsoever, nor to perform any acts as agent for the Commonwealth except as expressly set forth in this Agreement.

Non-Assignment This Agreement may not be assigned by Vendor, either in whole or in part, without the express written approval of DPH and without a written amendment of this Agreement specifying the nature of the assignment.

Force Majeure Neither Vendor nor DPH shall be held responsible for delays or failures in performance resulting from acts beyond the reasonable control of either party. Such acts shall include, but shall not be limited to, acts of God, strikes, riots, acts of war, fire, communications line failures, power failures, earthquakes, or other disasters.

Applicable Law This Agreement shall be governed by and construed under the laws of the Commonwealth of Massachusetts. Vendor shall, at all times, comply with and observe all federal and state laws and regulations which are in effect during the term of this Agreement.

Conflict of Interest Vendor certifies to the Commonwealth of Massachusetts that no relationship exists between Vendor and the Commonwealth that interferes with fair competition or constitutes a conflict of interest, and that no relationship exists between Vendor and any other person or organization that constitutes a conflict of interest that is adverse to the Commonwealth.

Executive Order 195

The Governor of Massachusetts or his designee, the Secretary of Administration and Finance, and the State Auditor or his designee, shall have the right at reasonable times and upon reasonable notice to examine the books, records, and other compilations of data of Vendor which pertain to the performance of the provisions of this Agreement.

Tax Certification

Pursuant to M.G.L. c. 62C, s. 49A, Vendor hereby certifies under the pains and penalties of perjury that it has complied with all applicable laws of the Commonwealth of Massachusetts relating to taxes.

Non-Discrimination In connection with the performance of work under this Agreement, Vendor agrees that it will not discriminate against any employee or applicant for employment because of race, sex, age, sexual orientation, religion, color, national origin, or handicap. Vendor further agrees that in all solicitations or advertisements for employees in connection with the work to be performed under this Agreement, Vendor will state that it is an equal opportunity employer.

Severability It is understood and agreed by the parties hereto that if any part, term, or provision of this Agreement is held by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining portions or provisions shall not be affected and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term, or provision held to be invalid.

Amendment It is understood and agreed by the parties hereto that this Agreement can be amended or modified only by means of a written amendment signed by both parties.

Major Structural Change

Vendor is required to provide DPH with a minimum of 45 days written advance notice of any planned or potential structural change (merger, buyout, acquisition, consolidation). Agreement performance may not be automatically assigned to the new entity.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates written below.

Vendor

Department of Public Health

By: _________________

By: ____________________ Executive Director Director, Bureau of Environmental Health Date:________________

Date:______________