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HomeMy WebLinkAboutC16-418 Child Outcomes Inc dba Kids InsightAGREEMENT FOR SERVICES BETWEEN EAGLE COUNTY, COLORADO AND INSTITUTE FOR CHILD OUTCOMES, INC. DBA KIDS INSIGHT THIS AGREEMENT (“Agreement”) executed this _____ day of ______________, 2016 and effective as of July 1, 2016 by and between Institute for Child Outcomes, Inc. a Massachusetts non-profit corporation d/b/a Kids Insight (hereinafter “Contractor” or “Consultant”) and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, Arapahoe, Boulder, Denver, Douglas, Eagle, Jefferson and Larimer Counties (hereinafter the “7 County Consortium”) were awarded Title IV-E Waiver Demonstration Project funding by Colorado’s Division of Child Welfare (the “Grant”); and WHEREAS, Larimer County is the lead fiscal agent for the Grant; and WHEREAS, each county in the 7 County Consortium desires to contract directly with Contractor to address privacy, security and other terms on a county by county basis with the understanding that Larimer County will disburse appropriate Grant funds on behalf of each county participating in the 7 County Consortium to Contractor. Such payments are made through Larimer County’s Subscription and Services Agreement dated on or about November 1, 2015 (“Larimer Agreement”) which includes payment for the Services (defined below) performed hereunder; and WHEREAS, County expects to receive certain software and web-based services as well as implementation support that will allow County to monitor, assess and track the progress and welfare of a child over time (the “Project”); and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the Services as defined below in paragraph 1 hereof; 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 or Work. Contractor will make available through a hosted software program serving as a service model a variety of software based online outcomes, management services, assessment, referral, reporting and analysis tools, and benchmarking tools using the proprietary “Treatment Outcome Package” (“TOP” or “Software”) and associated content including implementation support. County will access the Software through Contractor’s website WellnessCheck.net (“Site”). Contractor agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the services or work described in Exhibits A and B which includes use of and access to the Software through the Site (hereinafter collectively the “Services” or “Work”). Exhibits A and B are attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. DocuSign Envelope ID: B72FD9D6-F956-436E-AD49-2C3C73BC603A     C16-418 2 Eagle County Professional Services IT Final 5/14 a. Contractor agrees to furnish the Services no later than December 30, 2017. 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 it has the expertise and personnel necessary to properly and timely perform the Services. b. Contractor shall comply with any requirements and provisions of the Grant or contracts to which Contractor is a sub-grantee or subcontractor of the County in performance of the Services. c. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibits A through B, 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 Children, Family and Adult Services Division’s designee 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 July 1, 2016, and subject to the provisions of paragraph 11 hereof, shall continue in full force and effect through the 31st day of December, 2017. 4. Extension or Modification. This Agreement may be extended for up to three additional one year terms upon written agreement of the parties. Any amendments or modifications shall be in writing 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. Contractor will be paid for the Services performed under this Agreement using Grant funds awarded to Eagle County but controlled by Larimer County as lead fiscal agent under the Grant. The parties agree that Eagle County is not and shall not be responsible for any direct or other payments to Contractor under this Agreement and shall not be liable for any failure on the part of Larimer County to pay any or all amounts due Contractor or its failure to pay in a timely fashion. The Contractor agrees that payment by Larimer County as set forth herein represents good and valuable consideration for the Services performed hereunder and Eagle County does not and will not owe Contractor or Larimer County for any of the Services performed under this Agreement a. 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. b. 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). DocuSign Envelope ID: B72FD9D6-F956-436E-AD49-2C3C73BC603A 3 Eagle County Professional Services IT Final 5/14 6. Subcontractors. 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 subcontractor 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. Contractor has identified three sub-contractors and County hereby consents to (i) Outcome Referrals, Inc., (ii) The Annie E. Casey Foundation, and ( iii) Wildfire Associates acting as sub- contractors to Contractor during the performance of the Services. 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 subcontractor, as approved by County and to the extent of the Services to be performed by the subcontractor, 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 subcontractor hired or engaged by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees and subcontractors. 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 la w. ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non-owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $1,000,000 aggregate limits. iv. Professional Liability (Errors and Omissions) including Cyber Liability with prior acts coverage for all deliverables, Services and additional services required hereunder, in a form and with insurer or insurers satisfactory to County, with limits of liability of not less than $1,000,000 per claim and $1,000,000 in the aggregate. The insurance shall provide coverage for (i) liability arising from theft, dissemination and/or use of confidential information or Sensitive Information (defined below) stored or transmitted in electronic form; (ii) Network Security Liability arising from unauthorized access to, use of or tampering with computer systems including hacker attacks, inability of an authorized third party to gain access to the Software or Services including denial of access or Services unless caused by a mechanical or electrical failure; (iii) liability arising from the introduction of a computer virus into, or otherwise causing damage to, County or a third person’s computer, computer system, network or similar computer related property and the data, software and programs thereon. v. Crime Coverage shall include employee dishonesty, forgery or alteration and computer fraud. If Contractor is physically located on County premises, third party fidelity coverage extension shall apply. The policy shall include coverage for all directors, officers and employees of the Contractor. The policy shall include coverage for extended theft and mysterious disappearance. The policy shall not contain a condition requiring an arrest or conversion. Limits shall be a minimum of $1,000,000 per loss. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and DocuSign Envelope ID: B72FD9D6-F956-436E-AD49-2C3C73BC603A 4 Eagle County Professional Services IT Final 5/14 volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit C. ii. Contractor’s certificates of insurance shall include subcontractors, if any as additional insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each subcontractor. iii. The insurance provisions of this Agreement shall survive expiration or termination hereof. iv. 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. v. 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. 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 (i) directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Contractor or any of its subcontractors hereunder; (ii) any breach of a covenant, representation, or warranty made by the Contractor under this Agreement; (iii) use by the Contractor of any intellectual property, trade secrets, patents or copy rights, in connection with the Services (whether such intellectual property is owned by the Contractor or any third party) or the incorporation by the Contractor of intellectual property into the Services; (iv) breach of any confidentiality provision of State or Federal law; or (v) breach of any requirement of any other agreement incorporated into the Agreement; 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 and Data/ Proprietary Information / Confidentiality/ Security Assurances/Breach. a. Ownership. i. All documents (including electronic files) and materials obtained during, purchased or prepared in the performance of the Services, any data, documents or other things or information created, generated or input into the Site, or provided by the County to the Contractor or to which the Contractor has access during the performance of the Services shall hereinafter be referred to as “County Data”. ii. Any reports, drawings, results, conclusions of the Services or other writing or products produced by the Contractor in performance of the Services, but not including Contractor’s Proprietary Information, (defined below), shall hereinafter be referred to as the “Deliverables”. iii. The County Data and Deliverables shall be and remain the sole property of the County at DocuSign Envelope ID: B72FD9D6-F956-436E-AD49-2C3C73BC603A 5 Eagle County Professional Services IT Final 5/14 all times and County shall retain all right, title an interest in and to both the County Data and Deliverables; and the Contractor shall not share any of the Deliverables or County Data. Notwithstanding the foregoing, if required by the Grant funding the Services, the Deliverables shall also be property of the State of Colorado. b. Proprietary Information. i. Any of Contractor’s proprietary software, source code, technology or related supporting information, and report templates, including any customizations thereof, (“Proprietary Information”) shall remain the sole property of the Contractor and Contractor shall retain all right, title and interest in the Proprietary Information. Moreover, all Proprietary Information that is disclosed to the County, its employees or agents, shall be kept in strict confidence. The County shall not disclose to any third party any Proprietary Information without the prior written consent of Contractor, unless required to do so by applicable law. If disclosure is required by applicable law, County shall notify Contractor prior to such disclosure to allow Contractor an opportunity to protect its Proprietary Information. c. Confidentiality. i. All County Data, Deliverables and Sensitive Information (defined below) shall be deemed confidential and shall be held in strict confidence. The Contractor shall not disclose to any third party any County Data, Deliverables or Sensitive Information without the prior written consent of County, unless required to do so by applicable law. Any disclosure shall occur in compliance with applicable laws which may include the Colorado Open Records Act, Title 19 of the Colorado Revised Statutes (Children’s Code) or other laws which may require that information be redacted or otherwise protected prior to disclosure. Any request for such information shall be forwarded to the County immediately and prior to disclosure to allow County an opportunity to protects its County Data, Deliverables and Sensitive Information. ii. Highly sensitive personal and medical information of County’s clients shall hereinafter be referred to as “Sensitive Information”. iii. During the course of Contractor’s performance of the Services, Contractor may have access to and will be responsible for the transmission, use and storage of County Data, Deliverables, Sensitive Information and other confidential and proprietary information owned or controlled, or intended for use by the County, that may be disclosed only to Contractor and Contractor’s employees or authorized subcontractors, orally, in writing or by observation. All of the foregoing, including County Data, Deliverables and Sensitive Information developed by or disclosed to Contractor or Contractor’s employees or authorized subcontractors, shall be maintained in strict confidence, shall not be copied, retained or used, sold, rented, distributed or otherwise disclosed except as necessary for the performance of the Services and shall not be disclosed to any third party without the prior written approval of County. So long as permitted by applicable privacy and security laws, including but not limited to 45 CFR Part 164, the Contractor may retain, use or share copies of de-identified Sensitive Information without disclosure of personally identifiable information for the Contractor’s analytical and other business purposes, including for charitable and research purposes. Contractor's de-identification processes are subject to review by the County. Sensitive Information must be de-identified according to the standard found in 45 C.F.R. § 164.514 or other applicable state and federal privacy and security laws. iv. Contractor represents and warrants that its authorized subcontractors and employees, shall comply with the terms and conditions of this Agreement including those related to security and privacy of County Data, Deliverables and Sensitive Information. Contractor shall enforce separation of job duties, require non- DocuSign Envelope ID: B72FD9D6-F956-436E-AD49-2C3C73BC603A 6 Eagle County Professional Services IT Final 5/14 disclosure agreements and de-identification of Sensitive Information, and will limit staff knowledge of County Data, Deliverables and Sensitive Information to that which is absolutely necessary to perform job duties. v. With respect to the County Data, Deliverables and Sensitive Information, Contractor and its employees, and authorized subcontractors shall: (a) Comply with all applicable State and Federal laws and regulations pertaining to confidentiality of information including but not limited to C.R.S. §26-1-114 and 12 CCR 2509-7.605 and Title 19 (the Children’s Code) of the Colorado Revised Statutes. Contractor explicitly acknowledges it is covered by C.R.S. 19-1-307 and violation of such statute may result in civil and criminal penalties; and (b) Be subject to the same standards of confidentiality that apply to the County; and (c) Not use any information collected in connection with the Services for any purpose other than fulfilling this Agreement and shall not “mine” the County Data, Deliverables and Sensitive Information; and (d) Promptly return and/or destroy County Data, Deliverables and Sensitive Information as set forth in paragraph 9g hereof upon request of the County. vi. County shall have the ability to export data in piecemeal or in its entirety at its discretion. This includes the ability for the County to export data to/from other vendors or service providers in a CSV format or other mutually agreeable format. d. Security Assurances. i. Protection of County Data, Deliverables and Sensitive Information shall be an integral part of the business activities of the Contractor to ensure there is no inappropriate or unauthorized use of County Data, Deliverables and Sensitive Information at any time. To this end, the Contractor shall safeguard the confidentiality, integrity and availability of County Data, Deliverables and Sensitive Information and comply with the following conditions: (a) The Contractor shall implement and maintain commercially appropriate, administrative, technical and organizational security measures to safeguard against unauthorized access, disclosure or theft of County Data, Deliverables and Sensitive Information. Such security measures shall be in accordance with recognized industry practice for Contractors working with Sensitive Information; and (b) All County Data, Deliverables and Sensitive Information shall be encrypted in transit and at rest with controlled access, with the level of protection and encryption identified for County upon request. Unless otherwise stipulated, the Contractor is responsible for encryption of County Data, Deliverables and Sensitive Information; and (c) Indemnify, defend, and hold harmless County, its employees, elected officials and agents, against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees and related costs, incurred as a result of any unauthorized disclosure of any County Data, Deliverables or Sensitive Information. ii. Contractor shall ensure that the Software and Site is developed and deployed using secure DocuSign Envelope ID: B72FD9D6-F956-436E-AD49-2C3C73BC603A 7 Eagle County Professional Services IT Final 5/14 coding practices and business processes in a manner that minimizes security flaws. Contractor will notify County in the event that Contractor makes a material change in those practices and processes. iii. Contractor will maintain and enforce safety and security procedures with respect to its collection, access, use, storage, disposal and maintenance of County Data, Deliverables and Sensitive Information: (a) that are at least equal to industry standards; and (b) that are in accordance with reasonable County security requirements and applicable State and Federal privacy and data protection laws , as well as other applicable regulations and directives; and (c) that provide reasonable and appropriate technical and organizational safeguards against accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of County Data, Deliverables and Sensitive Information accessible by Contractor under this Agreement; and (d) that ensures storage in a secure environment that protects the County Data, Deliverables and Sensitive Information from unauthorized access, modification, theft, misuse, and destruction whether it resides in a repository or while in transit over networks; and (e) that provision of the Services and storage of County Data, Deliverables and Sensitive Information at rest shall be located solely in data centers located in the United States. The Contractor shall not allow its personnel or sub-contractors to store County Data, Deliverables and Sensitive Information on portable devices or personal computers; and (e) that Contractor will maintain industry accepted firewalls, up to date anti-virus software, and controlled access to the physical location of the hardware containing County Data, Deliverables, Sensitive Information. iv. Contractor shall provide logs and reports to the County upon request. Logs and reports shall include User access, user access IP address, user access history and security logs for all County Data, Deliverables and Sensitive Information related to this Agreement. v. Contractor is responsible for maintaining a backup of data for an orderly and timely recovery of such County Data, Deliverables and Sensitive Information in the event that Services are interrupted. County Data, Deliverables and Sensitive Information should be recoverable within twenty four (24) hours. Additionally, Contractor shall store back up of the County Data, Deliverables and Sensitive Information in an offsite “hardened” facility no less than weekly maintaining security of the County Data, Deliverables and Sensitive Information vi. At the time of executing this Agreement, all source repositories are resident, and maintained by Contractor in-house behind a hardware firewall. In the event Contractor should identify a third party host to store County Data, Deliverables and Sensitive Information under this Agreement, then Contractor shall provide County with at least thirty (30) days’ prior written notice of such a change or future change of the third party host of the data, unless an emergency requires otherwise. Contractor acknowledges and agrees that it will remain responsible for County Data, Deliverables and Sensitive Information and agrees to ensure that all obligations, restrictions and conditions contained in this Agreement with respect to County Data, Deliverables and Sensitive Information also apply to said third party. vii. Contractor shall notify County within seventy-two (72) hours of any dispute between DocuSign Envelope ID: B72FD9D6-F956-436E-AD49-2C3C73BC603A 8 Eagle County Professional Services IT Final 5/14 Contractor and its third party host. viii. During the term of this Agreement, County may, but is not obligated to, perform remote security penetration audits of Contractor’s hosting environment as it relates to the receipt, maintenance, use, or retention of County Data, Deliverables and Sensitive Information. County agrees to give Contractor seven (7) days prior notice of any such audit. Such audits are limited to no more than once every six (6) months, unless either party is made aware of a security incident involving the Software, Site or hosting environment. The security penetration audit may include, but not be limited to, the use of third party commercially available software security testing tools. If, based on the security penetration audit, County determines the Software or Site to be insecure, then, within seven (7) days of written notice of such non-secure status to Contractor; both parties shall meet and diligently work toward a reasonable solution to resolve the insecure status. If, as a result, Contractor is required to correct the insecure status, then Contractor, at its cost and expense, shall remedy the security flaws by modifying or replacing the software or hosting environment within thirty (30) days (the “Security Remedy Period”). Upon receipt of revised Software and notice from Contractor that the security flaws have been remedied prior to the end of the Security Remedy Period, the Software shall be again subject to a security audit at Contractor’s expense. ix. In the event the Site, Software, Services or hosting environment is determined to be insecure and remains insecure at the end of the Security Remedy Period, County shall be deemed to have not accepted the Software and Services under the terms of this Agreement unless County, in its sole discretion, otherwise expressly agrees in writing to accept the Software and Services notwithstanding that it is deemed to be insecure in accordance with this paragraph. With respect to this Agreement, Contractor agrees to comply with all reasonable recommendations that result from such inspections, tests, and audits with reasonable timeframes. x. To ensure the security of County Data, Deliverables and Sensitive Information maintained by Contractor, the Contractor shall engage an independent third party or utilize independent third-party software services on a yearly basis to perform an independent audit or vulnerability scanning of its data centers at least annually at its expense, and provide a redacted version of the audit report upon request. The Contractor may remove its Proprietary Information from the redacted version. This audit or vulnerability scanning shall include at minimum a scan of the organizations Internet perimeter, web application firewall, physical access to data center, crawling and testing web applications to identify vulnerabilities including for cross-site scripting and SQL injection. Any items that do not meet standards or are marked as critical must be addressed and corrected by Contractor in a timely manner and at its expense as mutually agreed upon by the parties. e. Breach. i. The Contractor shall inform the County within twenty-four (24) hours, unless a shorter time is required by applicable law, if it reasonably believes or confirms any security incident or data breach has occurred. Such contact shall be by telephone and email to the person identified in Paragraph 10 hereof. Ongoing communication concerning security incidents or data breach (es) should occur on an urgent and as-needed basis between the parties during any mitigation process and as may be required by law. ii. If the Contractor has actual knowledge of a confirmed data breach that affects the security of any County Data, Deliverables or Sensitive Information, the Contractor will take commercially reasonable measures to address any data breach in a timely manner and as may be required by applicable law including but not limited to: (a) cooperating with the County as reasonably requested by the County to investigate and resolve the data breach; DocuSign Envelope ID: B72FD9D6-F956-436E-AD49-2C3C73BC603A 9 Eagle County Professional Services IT Final 5/14 (b) promptly implement necessary remedial measures and document responsive actions taken, including any post-incident review of events and actions taken to make changes in business practices in providing the Services, if necessary; and (c) communicating with outside parties regarding a security incident, which may include contacting law enforcement, fielding media inquiries and seeking external expertise all as mutually agreed upon between County and Contractor. iii. In the case of a data breach originating from the County’s responsibilities, the vendor will work with the County to identify and resolve the breach, but the County will be responsible for any remedial steps as may be required by law. iv. If a data breach is a direct result of the Contractor’s breach of its obligation to encrypt County Data, Deliverables or Sensitive Information or otherwise prevent its release, the Contractor shall bear the costs associated with: (a) the investigation and resolution of the data breach; and (b) notifications to individuals, regulators or others required by State and Federal law; and (c) complete all corrective actions as mutually agreed to by County and Contractor. f. Reports and Records. i. Contractor agrees to provide the County with reports as requested by the County. Contractor agrees to provide access to records relating to this Agreement to any duly authorized representative of the County, the Colorado Department of Human Services, or other State or Federal agency until the expiration of six (6) years after the final payment under this Agreement, or such longer time as may be required in the event an audit is undertaken. g. Treatment of County Data, Deliverables and Sensitive Information upon Expiration or Termination of this Agreement. i. Contractor shall implement an orderly and immediate return of County Data, Deliverables and Sensitive Information in cvs file and pdf formats or such other mutually agreeable format within thirty (30) days of the effective date of termination or expiration of this Agreement and shall provide for the secure disposal of County Data, Deliverables and Sensitive Information. Contractor shall not take any action to intentionally erase any County Data, Deliverables and Sensitive Information for a period of sixty (60) days after the effective date of termination or expiration hereof. Contractor shall securely dispose of all County Data, Deliverables and Sensitive Information in all of its forms, such as disk, CD/DVD, backup tape and paper, when requested by the County except Contractor may retain (a) in its legal department or with its outside attorneys such documents as are necessary for legal retention purposes, and (b) non-tangible confidential information stored electronically in back up media if the backup media is overwritten in the ordinary course of reuse of backup media. Contractor shall certify in writing that it has complied with its obligations as set forth in this paragraph within thirty (30) days after a request for such certification from County. 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) DocuSign Envelope ID: B72FD9D6-F956-436E-AD49-2C3C73BC603A 10 Eagle County Professional Services IT Final 5/14 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: Heather Lawdermilk 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8854 Facsimile: 970-328-8826 E-Mail: Heather.Lawdermilk@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E-Mail: atty@eaglecounty.us CONTRACTOR: Institute for Child Outcomes, Inc., d/b/a Kids Insight Attention: Dara Menashi, President 288 Washington Street, No. 295 Brookline, MA 02445 Telephone: (617) 860-6831 E-Mail: dmenashi@kidsinsight.org 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, materials, County Data, Deliverables and Sensitive Information as defined in paragraph 9 hereof, in such format as County shall direct and shall destroy County Data, Deliverables and Sensitive Information as set forth in paragraph 9 hereof. 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 DocuSign Envelope ID: B72FD9D6-F956-436E-AD49-2C3C73BC603A 11 Eagle County Professional Services IT Final 5/14 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. Other Contract Requirements and Contractor Representations. a. Contractor has familiarized itself with the nature and extent of the Services to be provided hereunder and the Property, and with all local conditions, federal, state and local laws, ordinances, rules and regulations that in any manner affect cost, progress, or performance of the Services. b. Contractor will make, or cause to be made, examinations, investigations, and tests as he deems necessary for the performance of the Services. c. To the extent possible, Contractor has correlated the results of such observations, examinations, investigations, tests, reports, and data with the terms and conditions of this Agreement. d. To the extent possible, Contractor has given County written notice of all conflicts, errors, or discrepancies. e. Contractor shall be responsible for the completeness and accuracy of the Services and shall correct, at its sole expense, all significant errors and omissions in performance of the Services. 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. Contractor represents and warrants that it has the expertise and personnel necessary to properly perform the Services and shall comply with the highest standards of customer service. Contractor shall provide appropriate supervision to its employees to ensure the Services are performed in accordance with this Agreement. This paragraph shall survive termination of this Agreement. f. 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. g. 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 or any other relationship between County and Contractor except that of independent contractor. Contractor shall have no authority to bind County. h. Contractor is a validly existing non-profit corporation in good standing and is authorized to do business in the State of Colorado. i. Contractor represents and warrants that at all times in the performance of the Services, Contractor shall comply with any and all applicable laws, codes, rules and regulations including but not limited to any applicable federal or state privacy or data laws. The Contractor shall procure all necessary approvals, licenses, and permits at its own expense. j. Any methodologies or programs utilized under this Agreement were independently developed by Contractor or duly licensed from third parties and shall neither infringe upon nor violate any patents, copyrights, trade secrets or other proprietary or intellectual property rights of a third party and as of the date of this Agreement, DocuSign Envelope ID: B72FD9D6-F956-436E-AD49-2C3C73BC603A 12 Eagle County Professional Services IT Final 5/14 no third party has asserted any claim of infringement against Contractor. In the event any claim of infringement is made, Contractor agrees to immediately notify County in writing of such claim. k. No portion of the Software or Site contains any “back door”, “time bomb”, “Trojan horse”, “worm”, “Drop dead device”, “virus” or other computer software routines or hardware components desi gned to : (i) permit access to or use of County’s computer systems by Contractor or a third party not authorized by this Agreement; (ii) disable, damage or erase County Data, Deliverables or Sensitive Information; or (iii) or similar devices that prevent County from exercising the rights set forth in this Agreement or from using the Software or Site for the purpose for which they were designed; and (iv) Contractor’s arrangements with any subcontractors or agents who provide services to Contractor in connection with the performance of Contractor’s obligations hereunder shall be in compliance with the terms and conditions of this Agreement. l. During the term of this Agreement, Contractor will provide or make available to County at no cost upgrades, bug fixes, updates and the like which it makes generally available at no additional charge. m. Contractor shall make best efforts at its sole cost and expense to promptly modify or replace Software which the parties mutually agree, fails to perform when property installed. Alternatively, Contractor may at its option refund the fees paid by or on behalf of County or a ratable share of the fees paid under this Agreement. In such event, Contractor shall return and destroy the County Data, Deliverables and Sensitive Information as set forth in paragraph 9 hereof. Contractor does not warrant that the operation of the software and website will be uninterrupted or error free. n. Intentionally left blank. o. 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. p. Contractor shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. q. 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. r. 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. s. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. t. The signatories to this Agreement aver to their knowledge no employee of the County has any personal or beneficial interest whatsoever in the Services 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. u. 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 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. DocuSign Envelope ID: B72FD9D6-F956-436E-AD49-2C3C73BC603A 13 Eagle County Professional Services IT Final 5/14 v. The Contractor shall not refuse to hire, discharge, promote or demote, or discriminate in matters of compensation against any person otherwise qualified solely because of race, creed, sex, color, national origin, or ancestry, religion, disability, age, sexual orientation, or any other basis prohibited by federal, state or local law. w. The parties acknowledge that state and federal laws relating to electronic data security and privacy are rapidly evolving and that amendment of this Agreement may be required to ensure compliance with such developments. Specifically, to the extent applicable, the HITECH Act, as implemented by the HIPAA Omnibus Rule (78 Fed. Reg. 5566(January 25, 2013)), imposes new requirements on business associates and covered entities with respect to privacy, security and breach notification. Applicable HIPPA and HITECH provisions, together with any guidance issued by the Secretary, and any applicable amendments to federal and state privacy law, are hereby incorporated by reference and will become part of this Agreement as if set forth in their entirety, effective as of the applicable effective date/s. This provision nor any other provision of this Agreement shall be interpreted to be an acknowledgement or consent that HIPPA, HITECH or any other federal law specifically applies to or covers County. 15. 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. 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: DocuSign Envelope ID: B72FD9D6-F956-436E-AD49-2C3C73BC603A 14 Eagle County Professional Services IT Final 5/14 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] DocuSign Envelope ID: B72FD9D6-F956-436E-AD49-2C3C73BC603A 15 Eagle County Professional Services IT 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 County Manager By: ______________________________ Brent McFall, County Manager CONTRACTOR: INSTITUTE FOR CHILD OUTCOMES, INC. d/b/a KIDS INSIGHT By:________________________________ Print Name: _________________________ Title: ______________________________ DocuSign Envelope ID: B72FD9D6-F956-436E-AD49-2C3C73BC603A       16 Eagle County Professional Services IT Final 5/14 EXHIBIT A SCOPE OF SERVICES, FUNCTIONALITY AND SCHEDULE Contractor shall provide a variety of software-as- a service based child welfare management services, welfare assessment, referral and analysis tools, benchmarking tools and analytics using the proprietary “Treatment Outcome Package” or “TOP”) and other Contractor technology. Contractor will make its web-based checklist software, “WellnessCheck” available to the County for completion of TOP assessments that measure a youth’s social and emotional well-being over time. Contractor will provide to the County all child-specific multi-rater reports, aggregate data, provider-specific data, and periodic extracts of County-specific data for further analysis by the County including a weekly list of completed TOP assessments and added raters along with an extract of aggregate County TOP domain data as needed for outcome analysis. The Contractor will make available technical staff to assist County data analysts in defining the structure, frequency, and secure transfer methods of data extracts from “Wellness Check.” Further Contractor will provide County’s System Administrator, Heather Lawdermilk with critical alerts about severe ratings received from raters. As requested, and on a monthly basis, Contractor and County will participate in quality assurance meetings, with each determining personnel that are necessary for participation. Written reports and other required service documentation must be provided according to Agreement requirements to assure timely payment. Contractor hereby ensures the following functionality in connection with the Software, Site and Services: The WellnessCheck site is available 24/7. Staff with an Eagle County email address who are authorized to register as users of the production account will have full access from any physical location with a connection to the internet. WellnessCheck provides authorized users with the ability to complete TOP assessments, to register and notify raters via email to complete a TOP assessment, and to produce reports detailing individual and multi-rater detail view of a child's TOP assessment. TOP reports may be printed or can be printed to pdf and emailed in support of case planning, team meetings and court proceedings as County directs in its sole discretion. WellnessCheck is fully adapted for use in child welfare settings. Contractor will notify the System Administrator, Heather Lawdermilk, should a system issue arise. Customer Service is also available Monday through Friday during normal business hours (9:00 AM-5:00 PM EST) by calling 1-800-329-0949. Additionally, the Contractor’s Senior Project Director Lisa Paine-Wells is available by phone or email during business hours to answer questions or to provide additional support to staff on using WellnessCheck or interpreting reports. The role of Contractor’s Senior Project Director is to assist TOP users in full utilization of the assessment tools. The Senior Project Director will provide initial staff training on use of WellnessCheck and supplemental training on the interpretation of reports and any system modifications. Beginning thirty (30) days from the training date, the Senior Project Director will implement a check-in with the System Administrator and staff using TOP to troubleshoot issues and to support oversight of the pilot project during the term of this Agreement. At least three (3) of these check-ins will be in-person over the course of 2017. Ongoing contact with the Senior Project Director by phone or email to troubleshoot registration or other user issues is recommended. DocuSign Envelope ID: B72FD9D6-F956-436E-AD49-2C3C73BC603A 17 Eagle County Professional Services IT Final 5/14 1. Scope of Services Provided by Contractor (herein after “Vendor” for purposes of this Exhibit A and Exhibit B) to County (hereinafter “Customer” for purposes of this Exhibit A and Exhibit B) 1.1. Scope: x Project planning with a senior management team as mutually agreed upon. x Training: o Vendor will train Customer’s site trainers (Larimer, Arapahoe, Douglas, Denver, Boulder, Jefferson, Eagle) and other key staff member on the functionality of the Software Services and mechanics of using Treatment Outcome Package (“TOP”). Vendor will electronically provide a basic user manual that can be modified by Customer to meet Customer’s specific protocol decisions. o Vendor will make available online help training videos from time to time on its websites to provide additional support for workers and supervisors. Training material will demonstrate the functionality of the Software Services and how to use the Software Services. Training materials will only be available to workers with access to the website. Case managers will be responsible for administering the TOP form (either online or with a paper version) with other Raters. x Communication support: o The Software Services include standard electronic communication tools for Customer communicating with private providers, foster parents, caseworkers, and others stakeholders that can be modified for the specific needs of the jurisdiction. x Using TOP aggregate data: o Reports will be provided as set forth below. o Vendor representatives will work with Customer’s senior staff regarding content of Reports. x Staffing: o Vendor’s senior project director will work closely with the designated Customer Representative as mutually agreed upon. x Technical Support: o Vendor shall provide toll-free telephone service for Customer and its Users for telephonic technical assistance between the hours of 9:00 am and 5:00 PM EST on Business Days. o Vendor shall provide email technical assistance. Incoming emails shall be answered during Vendor’s standard support hours. DocuSign Envelope ID: B72FD9D6-F956-436E-AD49-2C3C73BC603A 18 Eagle County Professional Services IT Final 5/14 o Access to other forms of technical assistance, if any, and which may be in the form of FAQ, forums, knowledge-based searches and indexed searches may be available on the Vendor website. 2. Reporting 2.1. Vendor shall generate a series of Reports for Customer as listed in Exhibit B. The specific frequency and format of these Reports are detailed in Exhibit B. 2.2. Any new reporting functionality (a so-called “enhancement”) that is not already included in Exhibit B shall be considered beyond the scope of this Agreement, unless mutually agreed upon. DocuSign Envelope ID: B72FD9D6-F956-436E-AD49-2C3C73BC603A 19 Eagle County Professional Services IT Final 5/14 Exhibit B Reporting Requirements and Data Exchange 1. Reports and data to be transferred between the Parties. 1.1. Scope of Reports. The set of reports and data set forth in this Exhibit B represents all of the Reports and data that Vendor is obliged to furnish to Customer (“Reports”), unless amended by mutual written agreement of the Parties. 1.2. Reports and Timing. Vendor shall provide the Reports in the following table to Customer at the frequency indicated. Vendor will provide regular data extracts at a frequency to be determined with Customer for all counties covered in this agreement providing caseworker's names, unique child identifier and county identifier, and quarterly outcome data extracts for each county. Eagle County will receive quarterly outcome reports and other reports pertaining to contract provider performance as listed below. The Vendor will provide a single weekly data transfer as agreed upon for the purposes of utilization monitoring to be completed by the Customer. Weekly data will be limited, and will not include client or rater specific County Data or Sensitive Information. Report Description Frequency Individual Client Report The Scored results for a TOP assessment are delivered to the Customer for a specific Eligible Case as rated by a specific Rater. Customer is notified that the Report has been generated by email with a hyperlink to the on-line repository for such Reports that are downloadable after logging in to the Services. On Assessment and available for a limited period online in accordance with the terms of this Agreement. Initial Profile Report This Report profiles aggregate data from all Eligible Cases for the previous 12-month period of how Eligible Cases with TOP Data present at intake, and is a snapshot of demographics, medical conditions, and stressful events upon initial screening. The content of the Report is dependent upon Customer supplying the necessary information through the Service to populate this Report. Monthly Aggregate Outcome Report The summary aggregate of the Individual Client Reports is an indication of overall outcomes in the Customer network. Monthly DocuSign Envelope ID: B72FD9D6-F956-436E-AD49-2C3C73BC603A 20 Eagle County Professional Services IT Final 5/14 Multi-Rater Report The Scored results for a TOP assessment are delivered to Customer for a specific Eligible Case across all Raters for a specified timeframe. Customer is notified that the Report has been generated by email with a hyperlink to the on- line repository for such Reports that are downloadable after logging in to the Services. On Assessment and available for a limited period online in accordance with the terms of this Agreement Multi-Rater Report Over Time The Scored results for a TOP assessment are delivered to Customer for a specific Eligible Case across all Raters for two specified timeframes. Customer is notified that the Report has been generated by email with a hyperlink to the on-line repository for such Reports that are downloadable after logging in to the Services. On Assessment and available for a limited period online in accordance with the terms of this Agreement Utilization and Management Reports Utilization Reports are intended for use by Customer executives and include information on User compliance with use of the Services. Monthly DocuSign Envelope ID: B72FD9D6-F956-436E-AD49-2C3C73BC603A 21 Eagle County Professional Services IT Final 5/14 EXHIBIT C INSURANCE CERTIFICATES DocuSign Envelope ID: B72FD9D6-F956-436E-AD49-2C3C73BC603A Th e ACORD n ame an d l og o ar e r eg is t er ed mark s of A CORD CERTIFICATE HOL DER ©1988-2014 A CORD CORPORATION.Al l ri gh ts r es erv ed. A CORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCEL LA TION DATE (MM/DD/YYYY)CERTIFICA TE OF L IA B IL ITY INSURA NCE LOCJECT PRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERA L LIA BILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101,Addit ional Rem ar ks Sc hedule,m ay be attached i f mor e space i s r equi r ed) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PER STATUT E OTH- ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandat o r y i n NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSA TION AND EMPLOYERS'LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED A S A MA TTER OF INFORMA TION ONLY A ND CONFERS NO RIGHTS UPON THE CERTIFICA TE HOL DER.THIS CERTIFICA TE DOES NOT A FFIRMA TIVELY OR NEGA TIVELY A MEND,EXTEND OR A L TER THE COVERAGE AFFORDED B Y THE POLICIES BEL OW.THIS CERTIFICA TE OF INSURA NCE DOES NOT CONSTITUTE A CONTRACT B ETWEEN THE ISSUING INSURER(S),A UTHORIZED REPRESENTATIVE OR PRODUCER,A ND THE CERTIFICA TE HOLDER. IMPORTA NT:If th e c erti f i c at e h o l d er i s an A DDITIONA L INSURED,t h e p o l i c y (i es )m u st b e en d o r s ed .If SUB ROGA TION IS WA IVED,s u b jec t t o th e ter m s an d c o nd i t i o n s o f th e po l i c y,cer t ai n p o l i c i es m ay r eq u i r e an end o r s em en t .A s t at em ent o n th i s c er t i f i c ate d o es n ot c on f er r i g h ts t o th e c ert i f i c at e ho l d er in li eu of s u c h end o r s em en t (s ). COVERAGES CERTIFICATE NUMBER:REVISION NUMB ER: INSURED PHONE(A/C,No,Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C,No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD A NY OF THE A B OVE DESCRIB ED POLICIES BE CANCEL L ED BEFORE THE EXPIRA TION DATE THEREOF,NOTICE WILL B E DELIVERED IN ACCORDA NCE WITH THE POLICY PROVISIONS. 10/31/2016 888-591-1954 210-737-3584 Marsh & McLennan Agency Small Business Solutions 9830 Colonnade Boulevard, Suite 400 PO Box 659520 San Antonio, TX 78265-9520 Institute for Child Outcomes, Inc. 288 Washington Street, #295 Brookline, MA 02445 A X MPL152641216 11/05/2016 11/05/2017 X XX 1,000,000 1,000,000 1,000,000 1,000,000 50,000 5,000 A MPL152641216 11/05/2016 11/05/2017 1,000,000 Eagle County 551 Broadway P.O. Box 660 Eagle, CO 81631 Eagle County, ECAT, ECHDA, etc, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers are listed as Additional Insureds under the commercial General Liability with respect to the business operations of the Named Insured. X Erros & Omissions Cyber Liability Directors & Officers Limit 1,000,000 Limit A MPL152641216 11/05/2016 11/05/2017 A ESE01156548 11/05/2015 11/05/2016 1,000,000 B PHSD1080419 11/05/2015 11/05/2016 Limit 1,000,000 LLOYD'S OF LONDON PHILADELPHIA INDEMNITY COMPANY DS#71541426 DocuSign Envelope ID: B72FD9D6-F956-436E-AD49-2C3C73BC603A Th e ACORD n ame an d l og o ar e r eg is t er ed mark s of A CORD CERTIFICATE HOL DER ©1988-2014 A CORD CORPORATION.Al l ri gh ts r es erv ed. A CORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCEL LA TION DATE (MM/DD/YYYY)CERTIFICA TE OF L IA B IL ITY INSURA NCE LOCJECT PRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERA L LIA BILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101,Addit ional Rem ar ks Sc hedule,m ay be attached i f mor e space i s r equi r ed) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PER STATUT E OTH- ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandat o r y i n NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSA TION AND EMPLOYERS'LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED A S A MA TTER OF INFORMA TION ONLY A ND CONFERS NO RIGHTS UPON THE CERTIFICA TE HOL DER.THIS CERTIFICA TE DOES NOT A FFIRMA TIVELY OR NEGA TIVELY A MEND,EXTEND OR A L TER THE COVERAGE AFFORDED B Y THE POLICIES BEL OW.THIS CERTIFICA TE OF INSURA NCE DOES NOT CONSTITUTE A CONTRACT B ETWEEN THE ISSUING INSURER(S),A UTHORIZED REPRESENTATIVE OR PRODUCER,A ND THE CERTIFICA TE HOLDER. IMPORTA NT:If th e c erti f i c at e h o l d er i s an A DDITIONA L INSURED,t h e p o l i c y (i es )m u st b e en d o r s ed .If SUB ROGA TION IS WA IVED,s u b jec t t o th e ter m s an d c o nd i t i o n s o f th e po l i c y,cer t ai n p o l i c i es m ay r eq u i r e an end o r s em en t .A s t at em ent o n th i s c er t i f i c ate d o es n ot c on f er r i g h ts t o th e c ert i f i c at e ho l d er in li eu of s u c h end o r s em en t (s ). COVERAGES CERTIFICATE NUMBER:REVISION NUMB ER: INSURED PHONE(A/C,No,Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C,No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD A NY OF THE A B OVE DESCRIB ED POLICIES BE CANCEL L ED BEFORE THE EXPIRA TION DATE THEREOF,NOTICE WILL B E DELIVERED IN ACCORDA NCE WITH THE POLICY PROVISIONS. 10/31/2016 888-591-1954 210-737-3584 Marsh & McLennan Agency Small Business Solutions 9830 Colonnade Boulevard, Suite 400 PO Box 659520 San Antonio, TX 78265-9520 Outcome Referrals Inc. 1 Speen Street, Suite 130 Framingham, MA 01701 Eagle County 551 Broadway P.O. Box 660 Eagle, CO 81631 Please note, employees of Institute for Child Outcomes, Inc., 288 Washington Street, #295, Brookline, MA 02445 are paid by Outcome Referrals, Inc. A IKUB1F007371 08/29/2016 08/29/2017 X 1,000,000 1,000,000 1,000,000 TRAVELERS INDEMNITY CO DS#71541109 DocuSign Envelope ID: B72FD9D6-F956-436E-AD49-2C3C73BC603A