No preview available
HomeMy WebLinkAboutC15-413 Alison Casias, Esq. AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY,COLORADO AND ALISON CASIAS, ESQ. SPECIAL COUNTY ATTORNEY " reement" executed this 2-1 ` day of oc,-�-o r ,2015 and THIS AGREEMENT("Agreement") Y effective as of the 1=`day of January,2015 by and between Alison Casias,Esq., Special County Attorney (hereinafter"Contractor")and Eagle County,Colorado,a body corporate and politic(hereinafter "County"). RECITALS WHEREAS,the County,through its Department of Health and Human Services("HHS")works to promote the health, safety and welfare of County residents of all ages; and WHEREAS,the County uses outside providers and professionals to enhance the ability of County to promote such health,safety and welfare; and WHEREAS, County desires to hire the Contractor to perform the Services defined below in paragraph 1; and WHEREAS,Contractor is an attorney licensed in the State of Colorado and has the time,skill, expertise, and experience necessary to provide the Services; and WHEREAS,this Agreement shall govern the relationship between Contractor and County in connection with the Services. AGREEMENT NOW,THEREFORE,in consideration of the foregoing and the following promises Contractor and County agree as follows: 1. Services. Contractor agrees to diligently provide all services,labor,personnel and materials necessary to perform and complete the services described in Exhibit A("Services")which is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Contractor accepts the position of Special County Attorney for,and only for,the purposes specifically enumerated in this Agreement,and in all proceedings hereunder Contractor shall appear as counsel for Eagle County Health and Humans Services("HHS"), acting as Special County Attorney for Eagle County,Colorado. b. Contractor agrees to submit a yearly summary of legal cases and coordination by January 15,2016,for the preceding year. c. Contractor agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Contractor represents that is has the expertise and personnel necessary to properly and timely perform the Services. d. Contractor agrees that it will not enter into any consulting or other arrangements with third parties that will conflict in any manner with the Services. e. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement,the terms and conditions set forth in this Agreement shall prevail. 2. County's Representative. The Protection Manager,Ms.Kendra Schleff,shall be Contractor's contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon January 1,2015,and subject to the provisions of paragraph 11 hereof,shall continue in full force and effect through the 31"day of December,2015 (the"Term"). The Term of this Agreement may be extended for additional one year periods upon written agreement of the parties. 4. Extension or Modification. This Agreement may not be amended or supplemented,nor may any obligations hereunder be waived,except by agreement signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services in accordance with County's internal policies. Accordingly,no course of conduct or dealings between the parties,nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that County has been unjustly enriched by any additional services,whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance with this Agreement, Contractor's rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. Compensation. County shall compensate Contractor for the performance of the Services in a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed $75,600. County shall pay Contractor on a monthly basis in equal installments of $6,300 per month in accordance with this paragraph 5. a. By the 20th day of each month during the Term, Contractor shall submit an invoice setting forth the installment due for that month,together with a monthly report detailing hours spent and tasks performed during the prior month on child and adult protection cases. If County is not satisfied with the completeness of a submitted report,County may request Contractor to either revise the report or provide 2 Eagle County HHS Prof Sery Final 5/14 additional information. Payment will be made for Services satisfactorily performed within thirty(30)days of receipt of a proper and accurate invoice and monthly report. All invoices must be mailed or delivered in-person to the following address to ensure proper payment. Invoices sent by fax or e-mail will not be accepted. Eagle County Health and Human Services Business Office 550 Broadway Post Office Box 660 Eagle,CO 81631 b. Contractor shall not be compensated for any out-of-pocket expenses,time spent traveling or for mileage. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. c. If,prior to payment of compensation or reimbursement for Services but after submission to County of a request therefore by Contractor,County reasonably determines that payment as requested would be improper because the Services were not performed as prescribed by the provisions of this Agreement,the County shall have no obligation to make such payment. If,at any time after or during the term or after termination or expiration of this Agreement, County reasonably determines that any payment theretofore paid by County to Contractor was improper because the Services for which payment was made were not performed as set forth in this Agreement,then upon written notice of such determination and request for reimbursement from County,Contractor shall forthwith return such payment(s)to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any,shall forthwith be returned to County. d. All funds received by Contractor under this Agreement shall be or have been expended solely for the purpose for which granted, and any funds not so expended, including funds lost or diverted for other purposes, shall be returned to County. Contractor shall provide the County with progress reports upon County's request; or Contractor shall furnish progress reports as more specifically set forth in the attached Exhibit A. e. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. f. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after,nor shall any payments be made to Contractor in respect of any period after December 31 of any year,without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25,title 30 of the Colorado Revised Statutes,the Local Government Budget Law(C.R.S. 29-1-101 et. seq.)and the TABOR Amendment(Colorado Constitution,Article X, Sec. 20). 3 Eagle County HHS Prof Sery Final 5/14 6. Sub-Contractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any sub-Contractor agreements for the performance of any of the Services or additional services without County's prior written consent,which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject project during the performance of this Agreement and no personnel to whom County has an objection,in its reasonable discretion, shall be assigned to the project. Contractor shall require each sub-Contractor,as approved by County and to the extent of the Services to be performed by the sub-Contractor,to be bound to Contractor by the terms of this Agreement,and to assume toward Contractor all the obligations and responsibilities which Contractor,by this Agreement,assumes toward County. County shall have the right(but not the obligation) to enforce the provisions of this Agreement against any sub-Contractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents,employees and sub-Contractors or sub-contractors. 7. Insurance. Contractor agrees to provide and maintain at Contractor's sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Workers' Compensation insurance as required by law. ii. Personal Auto insurance as required by law. iii. Intentionally Omitted. iv. Professional liability insurance with prior acts coverage for all Services required hereunder, in a form and with an insurer or insurers satisfactory to County,with limits of liability of not less than $500,000 per claim and$500,000 in the aggregate. In the event the professional liability insurance is on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Agreement. Continuous coverage will be maintained during any applicable statute of limitations for the Services. b. Other Requirements. i. Intentionally Omitted. ii. Contractor's certificates of insurance shall include sub-Contractors as additional insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each sub-Contractor. All coverage(s)for sub-Contractors shall be subject to the same minimum requirements identified above. Contractor and sub-Contractors, if any, shall maintain the foregoing coverage in effect until the Services are completed. In addition,all such policies shall be kept in force by Contractor and its sub-Contractors until the applicable statute of limitations for the Services has expired. 4 Eagle County HHS Prof Sew Final 5/14 iii. Insurance shall be placed with insurers duly licensed or authorized to do business in the State of Colorado and with an"A.M. Best"rating of not less than A-VII. iv. Contractor's insurance coverage shall be primary and non-contributory with respect to all other available sources. Contractor's policy shall contain a waiver of subrogation against Eagle County. v. All policies must contain an endorsement affording an unqualified thirty(30) days notice of cancellation to County in the event of cancellation of coverage. vi. All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. vii. Contractor's certificate of insurance evidencing all required coverage(s)is attached hereto as Exhibit B. Upon request, Contractor shall provide a copy of the actual insurance policy and/or required endorsements required under this Agreement within five(5)business days of a written request from County,and hereby authorizes Contractor's broker, without further notice and authorization by Contractor,to immediately comply with any written request of County for a complete copy of the policy. viii. Contractor shall advise County in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Contractor,at its own expense,will reinstate the aggregate limits to comply with the minimum limits and shall furnish County a new certificate of insurance showing such coverage. ix. If Contractor fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to County,County shall be entitled to immediately terminate this Agreement. x. The insurance provisions of this Agreement shall survive expiration or termination hereof. xi. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement,the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended,or otherwise available to County, its affiliated entities, successors or assigns,its elected officials,employees,agents and volunteers. xii. Contractor is not entitled to workers' compensation benefits except as provided by the Contractor,nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 5 Eagle County HI-IS Prof Sery Final 5/14 8. Indemnification. The Contractor shall indemnify and hold harmless County,and any of its officers,agents and employees against any losses, claims,damages or liabilities for which County may become subject to insofar as any such losses,claims,damages or liabilities arise out of, directly or indirectly, this Agreement,or are based upon any performance or nonperformance by Contractor or any of its sub-Contractors hereunder including claims for bodily injury or personal injury including death, or loss or damage to tangible or intangible property; and Contractor shall reimburse County for reasonable attorney fees and costs,legal and other expenses incurred by County in connection with investigating or defending any such loss,claim, damage,liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. 9. Ownership of Documents. All documents prepared by Contractor in connection with the Services shall become property of County. Contractor shall execute written assignments to County of all rights (including common law, statutory,and other rights, including copyrights) to the same as County shall from time to time request. For purposes of this paragraph,the term"documents"shall mean and include all reports,plans, studies, tape or other electronic recordings, drawings,sketches,estimates,data sheets, maps and work sheets produced, or prepared by or for Contractor(including any employee or subcontractor in connection with the performance of the Services and additional services under this Agreement). 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when(i) personally delivered, or(ii)when mailed in the United States mail,first class postage prepaid,or(iii) when delivered by FedEx or other comparable courier service,charges prepaid,to the parties at their respective addresses listed below,or(iv)when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date, time and receiving facsimile number for the transmission, or(v)when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five(5)days prior written notice of such change to the other party. COUNTY: Eagle County,Colorado Attention: Kendra Schleff,LCSW 500 Broadway Post Office Box 660 Eagle,CO 81631 Telephone: 970-328-8827 Facsimile: 855-848-8826 Kendra.Schleff@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 6 Eagle County HHS Prof Sery Final 5/14 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E-Mail: atty@eaglecounty.us CONTRACTOR: Alison Casias,Esq. AlisonCasiasAcomcast.net Telephone: 970-485-2714 11. Termination. County may terminate this Agreement, in whole or in part,at any time and for any reason,with or without cause,and without penalty therefor with seven(7)calendar days'prior written notice to the Contractor. Upon termination of this Agreement,Contractor shall immediately provide County with all documents as defined in paragraph 9 hereof, in such format as County shall direct and shall return all County owned materials and documents. County shall pay Contractor for Services satisfactorily performed to the date of termination. 12. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County,Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 13. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original,but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act,C.R.S.24-71.3-101 to 121. 14. Assignment. Contractor has arranged for John Collins,Attorney at Law,to be available to County as special county attorney in the event Contractor is not available to respond to the duties of special county attorney as detailed in Exhibit A. County accepts this assignment of duties by Contractor for the purposes of emergency coverage of special county attorney responsibilities hereunder. County requests Contractor to notify County of any and all instances where John Collins will provide emergency coverage of special county attorney responsibilities and the anticipated length of that emergency coverage. With exception of the assignment noted in this paragraph 14,Contractor shall not assign any of her rights or duties under this Agreement to a third party without the prior written consent of County. Contractor understands that any assignment without the prior written consent of County shall be deemed cause for County to terminate this Agreement. 15. Other Contract Requirements. 7 Eagle County HI-IS Prof Sery Final 5/14 a. In rendering the Services hereunder,Contractor shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision of its employees to ensure the maintenance of these high standards of customer service and professionalism are maintained. The performance of such obligation shall be determined at the sole discretion of County. In the event County finds these standards of customer service are not being met by Contractor,County may terminate this Agreement, in whole or in part,upon seven(7)days' notice to Contractor. b. Contractor shall be responsible for the completeness and accuracy of the Services, including all supporting data or other documents prepared or compiled in performance of the Services, and shall correct, at its sole expense,all significant errors and omissions therein. The fact that the County has accepted or approved the Services shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Services in a skillful,professional and competent manner and in accordance with the standard of care, skill and diligence applicable to Contractors performing similar services. This paragraph shall survive termination of this Agreement. c. Contractor shall safeguard information and confidentiality of the child and the child's family or of any adult who is the subject of either Child Protective Services or Adult Protective Services, in accordance with rules of the Colorado Department of Human Services,HHS, and the Health Information Privacy and Accountability Act. d. HHS contractors are considered to be mandatory reporters for suspected child abuse and neglect and are to make those reports directly to HHS (Children and Family Services Child Abuse and Adult Protective Services Hotline(970)328-7720). Such mandatory reports of suspected child abuse or neglect,include,but are not limited to,abuse or neglect by employees,volunteers and clients. e. Information provided by the County for purposes of this Agreement shall be used only for the purpose intended and in accordance with federal and state laws and regulations. f. Contractor shall comply with all applicable rules and laws governing the practice of law in Colorado. Contractor shall be solely responsible for ensuring proper licensing and credentialing of subcontractors and employees providing services under this Agreement. g. Contractor represents and warrants that it has the expertise and personnel necessary to properly perform the Services and covenants that its professional personnel are duly licensed to perform the Services within Colorado. h. Contractor agrees to work in an expeditious manner,within the sound exercise of its judgment and professional standards,in the performance of this Agreement. Time is of the essence with respect to this Agreement. i. This Agreement constitutes an agreement for performance of the Services by Contractor as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee,master-servant,partnership,joint venture 8 Eagle County HHS Prof Sery Final 5/14 or any other relationship between County and Contractor except that of independent contractor. Contractor shall have no authority to bind County. j. Contractor represents and warrants that at all times in the performance of the Services, Contractor shall comply with any and all applicable federal and state laws,codes,rules and regulations. k. Contractor shall comply with the Civil Rights Act of 1964 and Section 504, Rehabilitation Act of 1973,concerning discrimination on the basis of race,color, sex, age,religion, political beliefs,national origin or handicap. 1. The Contractor shall at all times during the execution of this Agreement comply with all applicable state laws and regulations relating to child protection matters including,but not limited to, Volume VII of the Colorado Code of Regulations. m. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. n. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. o. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. p. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. q. Contractor shall maintain for a minimum of three years,adequate financial and other records for reporting to County. Contractor shall be subject to financial audit by federal,state or county auditors or their designees. Contractor authorizes such audits and inspections of records during normal business hours, upon 48 hours'notice to Contractor.Contractor shall fully cooperate during such audit or inspections. r. The signatories to this Agreement aver to their knowledge,no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement.The Contractor has no beneficial interest,direct or indirect, that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. s. The Contractor,if a natural person eighteen(18)years of age or older,hereby swears and affirms under penalty of perjury that he or she(i) is a citizen or otherwise lawfully present in the United 9 Eagle County HHS Prof Sery Final 5/14 States pursuant to federal law,(ii)to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this Agreement. t. None of the funds,materials,property,personnel or services contributed by the United States,the State of Colorado,the Colorado Department of Human Services or the Department under this Agreement shall be used for any partisan political activity,or to further the election or defeat of any candidate for public office in a manner which would constitute a violation of five(5)U.S.C. Sections 1501 et. seq. u. The Contractor shall provide for the security of information collected pursuant to this Agreement and as provided in the rules and regulations of the Colorado Department of Human Services. This includes protection of the confidentiality of all records,papers, documents,tapes and any other materials that have been or may hereafter be established which relate to this Agreement. 16. Federal Tax Information. a. In performance of this Agreement,Contractor agrees to comply with and assume responsibility for compliance by his or her employees with the following requirements: i. All work will be performed under the supervision of the Contractor or the Contractor's responsible employees. ii. Any Federal tax returns or return information(hereafter referred to as returns or return information)made available to Contractor shall be used only for the purpose of carrying out the provisions of this Agreement. Information contained in such material shall be treated as confidential and shall not be divulged or made known in any manner to any person except as may be necessary in the performance of this Agreement. Inspection by or disclosure to anyone other than an officer or employee of the contractor is prohibited. iii. All returns and return information will be accounted for upon receipt and properly stored before,during,and after processing. In addition, all related output and products will be given the same level of protection as required for the source material. iv. No work involving returns and return information furnished under this Agreement will be subcontracted without prior written approval of the IRS. v. Contractor will maintain a list of employees authorized access. Such list will be provided to the County and, upon request,to the IRS reviewing office. vi. The County will have the right to terminate this Agreement immediately if the Contractor fails to provide the safeguards described above. b. Criminal/Civil Sanctions 10 Eagle County HHS Prof Sery Final 5/14 i. Each officer or employee of any person to whom returns or return information is or may be disclosed shall be notified in writing by such person that returns or return information disclosed to such officer or employee can be used only for a purpose and to the extent authorized herein, and that further disclosure of any such returns or return information for a purpose or to an extent unauthorized herein constitutes a felony punishable upon conviction by a fine of as much as$5,000 or imprisonment for as long as five years, or both, together with the costs of prosecution. Such person shall also notify each such officer and employee that any such unauthorized future disclosure of returns or return information may also result in an award of civil damages against the officer or employee in an amount not less than $1,000 with respect to each instance of Page 100 unauthorized disclosure. These penalties are prescribed by IRC Sections 7213 and 743 land set forth at 26 CFR 301.6103(n)-1. ii. Each officer or employee of any person to whom returns or return information is or may be disclosed shall be notified in writing by such person that any return or return information made available in any format shall be used only for the purpose of carrying out the provisions of this contract. Information contained in such material shall be treated as confidential and shall not be divulged or made known in any manner to any person except as may be necessary in the performance of this contract. Inspection by or disclosure to anyone without an official need to know constitutes a criminal misdemeanor punishable upon conviction by a fine of as much as$1,000.00 or imprisonment for as long as 1 year, or both, together with the costs of prosecution. Such person shall also notify each such officer and employee that any such unauthorized inspection or disclosure of returns or return information may also result in an award of civil damages against the officer or employee in an amount equal to the sum of the greater of$1,000.00 for each act of unauthorized inspection or disclosure with respect to which such defendant is found liable or the sum of the actual damages sustained by the plaintiff as a result of such unauthorized inspection or disclosure plus in the case of a willful inspection or disclosure which is the result of gross negligence,punitive damages, plus the costs of the action. The penalties are prescribed by IRC Sections 7213A and 7431. iii. Additionally, it is incumbent upon the Contractor to inform its officers and employees of the penalties for improper disclosure imposed by the Privacy Act of 1974, 5 U.S.C. 552a. Specifically, 5 U.S.C. 552a(i)(1),which is made applicable to contractors by 5 U.S.C. 552a(m)(1), provides that any officer or employee of a contractor, who by virtue of his/her employment or official position, has possession of or access to Department records which contain individually identifiable information,the disclosure of which is prohibited by the Privacy Act or regulations established thereunder, and who knowing that disclosure of the specific material is so prohibited, willfully discloses the material in any manner to any person or agency not entitled to receive it,shall be guilty of a misdemeanor and fined not more than $5,000. iv. Granting a contractor access to IRS information must be preceded by certifying that each individual understands the County's security policy and procedures for safeguarding IRS information. Contractors must maintain their authorization to access IRS information through annual recertification.The initial certification and recertification must be documented and placed in the County's files for review. As part of the certification and at least annually afterwards,contractors should be advised of the provisions of IRC Sections 7431,7213, and 7213A(see Exhibit 6,IRC Sec. 7431 Civil Damages for Unauthorized Disclosure of Returns and Return Information and Exhibit 5,IRC Sec. 7213 11 Eagle County HHS Prof Sery Final 5114 Unauthorized Disclosure of Information). The training provided before the initial certification and annually thereafter must also cover the incident response policy and procedure for reporting unauthorized disclosures and data breaches.For both the initial certification and the annual certification,the Contractor should sign,either with ink or electronic signature,a confidentiality statement certifying their understanding of the security requirements. c. Inspection i. The IRS and the County shall have the right to send its officers and employees into the offices of the Contractor for inspection of operations provided for the performance of any work under this Agreement. On the basis of such inspection,specific measures may be required in cases where the Contractor is found to be noncompliant with Agreement safeguards. 17. Prohibitions on Government Contracts. As used in this Section 15,the term undocumented individual will refer to those individuals from foreign countries not legally within the United States as set forth in C.R.S. 8-17.5-101,et. seq.If Contractor has any employees or subcontractors,Contractor shall comply with C.R.S. 8-17.5-101,et. seq.,and this Agreement. By execution of this Agreement,Contractor certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that Contractor will participate in the E-verify Program or other Department of Labor and Employment program ("Department Program") in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Agreement. a. Contractor shall not: i. Knowingly employ or contract with an undocumented individual to perform Services under this Agreement; or ii. Enter into a subcontract that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. b. Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform Services under this Agreement through participation in the E-Verify Program or Department Program,as administered by the United States Department of Homeland Security. Information on applying for the E-verify program can be found at: http://www.dhs.gov/xprevprot/programs/gc 1185221678150.shtm c. Contractor shall not use either the E-verify program or other Department Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. 12 Eagle County HHS Prof Sery Final 5/14 d. If Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, Contractor shall be required to: i. Notify the subcontractor and County within three (3) days that Contractor has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; and ii. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop employing or contracting with the undocumented individual; except that Contractor shall not terminate the contract with the subcontractor if during such three (3)days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. e. Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. 8-17.5-102(5). f. If Contractor violates these prohibitions, County may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Contractor shall be liable for actual and consequential damages to County as required by law. g. County will notify the Colorado Secretary of State if Contractor violates this provision of this Agreement and County terminates the Agreement for such breach. [REST OF PAGE INTENTIONALLY LEFT BLANK] 13 Eagle County HHS Prof Sery Final 5/14 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS A Lei//i i if / / •ot 'otc_t athy C (ndler-Henry, Chair Attest: • Qo Vitt' tt P By: i ti Teak J. Simonton, Clerk to the Board CONTRACTOR: ALISON CASIAS, ESQ. By: .4 1 !tom Print Name. k :∎, /, _ Title*-PMWittl/ 14 Eagle County HHS ProfSery Fina!S/14 EXHIBIT A SCOPE OF SERVICES, SCHEDULE,FEES 15 Eagle County HHS Prof Sery Final 5/14 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY,COLORADO AND ALISON CASIAS, ESQ. SPECIAL COUNTY ATTORNEY Exhibit A-Scope of Services Contractor agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the services described in this document: • Contractor accepts the position of Special County Attorney for,and only for,the purposes specifically enumerated in this Agreement, and in all proceedings hereunder she shall appear as counsel for Eagle County Human Services acting as Special County Attorney for Eagle County, Colorado • Contract agrees to act as Special County Attorney so as to provide legal services, consultation and legal guidance to County for: o Cases coming under the jurisdiction of the County pursuant to Title 19 of the Colorado Revised Statues and the Colorado Children's Code, as amended,that require legal determinations,as well as any advice,counsel, or other representation relating to the normal operation of the Eagle County Protection Team, and o Adult protective services including conservatorship and guardianship proceedings. Duties will include legal representation in court, legal preparation in court, participating in relevant HHS Team Decision Making meetings and staffings,consultations on new investigations and potential abuse and neglect cases. o Contract agrees to submit a yearly summary of legal cases and coordination by January 15, 2016 for the preceding year. o Contractor agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. o Contractor represents that she has the expertise and personnel necessary to properly and timely perform the Services. o Contract agrees that it will not enter into any consulting or other arrangements with third parties that conflict in any manner with the Services. Compensation: Ms. Casias will submit invoices directly to human services each month.The County will pay Ms. Casias on a monthly basis in equal installments of$6,300.00. *Services shall not exceed$75,600.00 per calendar year. EXHIBIT B Insurance Certificate 16 Eagle County HHS Prof Sery Final 5/14 CNA LAWYERS PROFESSIONAL LIABILITY POLICY DECLARATIONS Agency: Branch: Policy Number: Insurance is provided by Continental Casualty Company, 737217 912 268101656 333 S.Wabash Ave.Chicago IL 60604 A Stock Insurance Company. 1. NAMED INSURED AND ADDRESS: NOTICE TO POLICYHOLDERS: Alison D.Casias,LLC This is a Claims Made and Reported policy. It applies only to 0055 Cottonwood Drive those claims that are both first made against the insured and Dillon,CO 80435 reported in writing to the Company during the policy period. Please review the policy carefully and discuss this coverage with your insurance agent or broker. 2. POLICY PERIOD: Inception:04/26/2015 Expiration:04/26/2016 at 12:01 AM.Standard Time at the address shown above 3. LIMITS OF LIABILITY: Each Claim:$500,000 Inclusive of Claims Expenses Aggregate: $500,000 Death or Disability and Non-Practicing Each Claim:$500,000 Extended Reporting Period Limit of Liability: Aggregate: $500,000 4. DEDUCTIBLES: Aggregate: $1,000 Inclusive of Claims Expenses 5. POLICY PREMIUM: CO Bar Membership Credit $ 0.00 Annual Premium: $750.00 Total Amount: $750.00 Includes CNA Risk Control Credit of $ 0.00 Includes Net Protect Premium,see coverage endorsement if applicable 6. FORMS AND ENDORSEMENTS ATTACHED AT INCEPTION: G-118011-A(Ed. 12/2011),G-118012-A(Ed.03/1999),G-118029-A(Ed.04/2008),G-118039-A05(Ed.05/2008),G- 118040-A05(Ed.09/1996),G-118041-A05(Ed.09/1996),G-145184-A(Ed.06/2003) 7. WHO TO CONTACT: To report a claim: CNA—Claims Reporting P.O.Box 8317 Chicago,IL 60680-8317 Fax:866-773-7504/Online:www.cna.com/claims Email:SpecialtyProNewLoss @cna.com Lawyers Claim Reporting Questions:800-540-0762 04/14/2015 Authorized Representative Date G-118012-A(Ed.03/99) Page 1 CNA Continental Casualty Company 333 S.Wabash Ave. Chicago,IL 60604 LAWYERS PROFESSIONAL LIABILITY POLICY ATTORNEY SCHEDULE Policy Number: 268101656 Name of Each Lawyer Alison D.Casias III ATT'YSCH Page 1 CNA RETROACTIVE EXCLUSION CLAUSE ENDORSEMENT It is understood and agreed that Section I, Insuring Agreement, Paragraph A., Coverage, is amended to include a new subparagraph as follows: • The act or omission occurred on or after 04/26/2002. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy and expires concurrently with said Policy unless another effective date is shown below. By Authorized Representative (No signature is required if issued with the Policy or if it is effective on the Policy Effective Date) G118029A (4-08) Policy No: 268101656 Page 1 Endorsement No: 1 Continental Casualty Company Effective Date: 04/26/2015 Insured Name:Alison D. Casias, LLC ©CNA All Rights Reserved. BHA AMENDMENT OF TERMINATION PROVISIONS-COLORADO It is understood and agreed that Condition K. Cancellation/Nonrenewal is deleted and replaced in its entirety by the following: K. Cancellation, Nonrenewal and Renewal 1. Cancellation a. This Policy may be canceled by the Named Insured by returning it to the Company. The Named Insured may also cancel this Policy by written notice to the Company stating at what future date cancellation is to be effective. b. The Company may cancel this Policy by mailing, or by delivery of a written notice of cancellation to the Named Insured to their last mailing address known to the Company. The time of surrender or the effective date and hour of cancellation stated in the notice shall become the end of the policy period. Delivery (where permitted by law) of such written notice either by the Named Insured or by the Company shall be equivalent to mailing. c. If this Policy is a new policy and has been in effect for less than 60 days, the Company may cancel by providing written notice at least: (1) 10 days prior to the effective date of cancellation, if the cancellation is for Nonpayment of premium or failure to pay amounts in excess of the limit of the Company's liability or within the amount of the deductible; or (2) 30 days prior to the effective date of cancellation if cancellation is for any other reason. d. If this Policy has been in effect for 60 days or more, or if it is a renewal of a policy issued by the Company,the Company may cancel by providing written notice at least: (1) 10 days prior to the effective date of cancellation, if the cancellation is for Nonpayment of premium or failure to pay amounts in excess of the limit of the Company's liability or within the amount of the deductible; or (2) 45 days prior to the effective date of cancellation if cancellation is for any other reason. If the Policy has been in effect for 60 days or more the Company may cancel only for one or more of the following reasons: (1) Nonpayment of premium or failure to pay amounts in excess of the limit of the Company's liability or within the amount of the deductible; or (2) The Material misrepresentation or fraud made by the Named Insured or with the Named Insured's knowledge in obtaining the Policy or in pursuing a claim under the Policy; or (3) There has been a substantial change in the exposure or risk other than that indicated in the application and underwritten as of the effective date of the Policy unless the Insured has notified the Company of the change and the Company accepts such change. e. If the Company cancels this Policy, the earned premium shall be computed pro rata. If the Named Insured cancels this Policy, the Company shall retain the customary short rate proportion of the premium. Premium adjustment may be made either at the time cancellation is effected or as soon as practicable after cancellation becomes effective, but payment or tender of unearned premium is not a condition of cancellation. 2. Nonrenewal a. If the Company elects to nonrenew this Policy, the Company will mail, through first-class mail, written notice of nonrenewal to the Named Insured to their mailing address last known to the Company, at least 45 days prior: (1) the expiration date of this Policy, if the Policy is written for a term of one year or less; or G-118039-A05(5-08) Policy No: 268101656 Page 1 Endorsement No: 2 Continental Casualty Company Effective Date: 04/26/2015 Insured Name:Alison D. Casias, LLC ©CNA All Rights Reserved. CNA (2) the anniversary date of this Policy, if the Policy is written for a term of more than one year, or with no fixed expiration date. Delivery (where permitted by law) of such written notice by the Company shall be equivalent to mailing. If mailed, proof of mailing shall be sufficient proof of notice. b. The offering of terms and conditions different from the expiring terms and conditions does not constitute a refusal to renew. 3. Renewal If the Company elects to offer a renewal of this Policy, but with either an increase in premium or a reduction in coverage benefits, the Company will mail, by first-class mailing, to the Named Insured to their mailing address last known to the Company, written notice of the intention, including the actual reason, at least 45 days prior to the effective date. Any reduction in coverage during the policy period must be based on one or more of the following reasons: (1) Nonpayment of premium or failure to pay amounts in excess of the limit of the Company's liability or within the amount of the deductible; or (2) The Material misrepresentation or fraud made by the Named Insured or with the Named Insured's knowledge in obtaining the Policy or in pursuing a claim under the Policy; or (3) There has been a substantial change in the exposure or risk other than that indicated in the application and underwritten as of the effective date of the Policy unless the Insured has notified the Company of the change and the Company accepts such change. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy and expires concurrently with said Policy unless another effective date is shown below. By Authorized Representative (No signature is required if issued with the Policy or if it is effective on the Policy Effective Date) G-118039-A05(5-08) Policy No: 268101656 Page 2 Endorsement No: 2 Continental Casualty Company Effective Date: 04/26/2015 Insured Name: Alison D. Casias, LLC • ©CNA All Rights Reserved. CNA CONTINENTAL CASUALTY COMPANY CNA PLAZA CHICAGO, ILLINOIS 60685 LAWYERS PROFESSIONAL LIABILITY POLICY IMPORTANT NOTICE TO POLICYHOLDERS-CLAIMS MADE AND REPORTED POLICIES COLORADO THIS DISCLOSURE FORM IS NOT PART OF YOUR POLICY. IT DESCRIBES SOME OF THE MAJOR FEATURES OF OUR CLAIMS-MADE AND REPORTED POLICY FORM. PLEASE READ YOUR POLICY CAREFULLY TO DETERMINE YOUR RIGHTS, DUTIES AND WHAT IS AND IS NOT COVERED. ONLY THE PROVISIONS OF YOUR POLICY DETERMINE YOUR INSURANCE PROTECTION. Your liability coverage is written on a claims-made and reported basis.This coverage applies only to those claims that are both first made against the insured and reported in writing to us as the insurer during the policy period, by reason of an act or omission in the performance of legal services by an insured. Notice of a claim is to be given to us immediately upon receipt. The principal benefits and coverages are stated in your claims-made policy.Your claims-made and reported policy contains certain exclusions, reductions and limitations. Please read the policy form carefully and consult your agent or broker concerning any questions you might have. If any renewal policy is subject to either an increase in premium or a reduction in coverage benefits, or if we as the insurer decide not to renew the policy,45 days advance written notice of such change will be mailed to the Named Insured at the last address shown on the policy. Writing your insurance on a claims-made and reported basis allows the company to price the product for the year in question. At each renewal, you may have the opportunity to increase your limits. This is an important benefit in that the policy limit in force at the time a claim is made applies to that claim, rather than the limit that was in force at the time the injury happened; possibly years earlier. We urge you to read your policy carefully. If you have any questions, please contact your agent or broker. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy and expires concurrently with said Policy unless another effective date is shown below. By Authorized Representative (No signature is required if issued with the Policy or if it is effective on the Policy Effective Date) GI 18040A05(9-96) Policy No: 268101656 Page 1 Endorsement No: 3 Continental Casualty Company Effective Date: 04/26/2015 Insured Named:Alison D. Casias, LLC ©CNA All Rights Reserved. CNA CONTINENTAL CASUALTY COMPANY CNA PLAZA CHICAGO, ILLINOIS 60685 LAWYERS PROFESSIONAL LIABILITY POLICY RIGHT OF THE NAMED INSURED TO CLAIM INFORMATION COLORADO It is understood and agreed that the following special condition is added to the Policy: RIGHT OF THE NAMED INSURED TO CLAIM INFORMATION The Company will provide the Named Insured the following information relating to this and any preceding claims-made insurance the Company has issued to the Named Insured during the previous three(3)years: 1. A list or other record of each claim, not previously reported to any other insurer, of which the Company was notified. The Company will include the date and brief description of the claim if that information is available to it. 2. A summary by policy year, of payments made and amounts reserved, stated separately, under any applicable limit. Amounts reserved are based on judgment of the Company. They are subject to change and should not be regarded as ultimate settlement values. If the Company cancels or elects not to renew this Policy, it will provide such information no later than thirty(30) days before the date of policy termination. In other circumstances,the Company will provide this information only if it receives a written request from the Named Insured sixty(60)days after the end of the policy period. In this case, the Company will provide this information within forty-five(45)days of receipt of the request. The Company compiles claim information for its own business purposes and exercises reasonable care in doing so. It makes no representations or warranties to any insured, or to any others to whom this information is furnished. Cancellation or nonrenewal will be effective even if the Company inadvertently provides inaccurate information. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy and expires concurrently with said Policy unless another effective date is shown below. By Authorized Representative (No signature is required if issued with the Policy or if it is effective on the Policy Effective Date) G118041A05(9-96) Policy No: 268101656 Page 1 Endorsement No: 4 Continental Casualty Company Effective Date: 04/26/2015 Insured Named:Alison D. Casias, LLC ©CNA All Rights Reserved. ANA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ECONOMIC AND TRADE SANCTIONS CONDITION The following condition is added to the Policy: ECONOMIC AND TRADE SANCTIONS CONDITION In accordance with laws and regulations of the United States concerning economic and trade embargoes, this policy is void from its inception with respect to any term or condition of this policy that violates any laws or regulations of the United States concerning economic and trade embargoes including, but not limited to the following: 1. Any insured under this Policy, or any person or entity claiming the benefits of such insured, who is or becomes a Specially Designated National or Blocked Person or who is otherwise subject to U.S.economic or trade sanctions; 2. Any claim or suit that is brought in a Sanctioned Country or by a Sanctioned Country Government, where any action in connection with such claim or suit is prohibited by U.S.economic or trade sanctions; 3. Any claim or suit that is brought by any Specially Designated National or Blocked Person or any person or entity who is otherwise subject to U.S.economic or trade sanctions; 4. Property that is located in a Sanctioned Country or that is owned by, rented to or in the care, custody or control of a Sanctioned Country Government, where any activities related to such property are prohibited by U.S. economic or trade sanctions;or 5. Property that is owned by, rented to or in the care, custody or control of a Specially Designated National or Blocked Person,or any person or entity who is otherwise subject to U.S.economic or trade sanctions. As used in this endorsement a Specially Designated National or Blocked Person is any person or entity that is on the list of Specially Designated Nationals and Blocked Persons issued by the U.S. Treasury Department's Office of Foreign Asset Control (O.F.A.C.)as it may be from time to time amended. As used in this endorsement a Sanctioned Country is any country that is the subject of trade or economic embargoes imposed by the laws or regulations of the United States of America. ENDORSEMENT NUMBER:5 POLICY NUMBER:268101656 ISSUED TO:Alison D.Casias,LLC EFFECTIVE DATE OF ENDORSEMENT: 04/26/2015 This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers,takes effect on the effective date of said Policy at the hour stated in said Policy and expires concurrently with said Policy unless another effective date is shown above. By Authorized Representative (No signature is required if this endorsement is issued with the Policy or if it is effective on the Policy Effective Date) G-145184-A(Ed.6/03) Page 1 of 1