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HomeMy WebLinkAboutC19-321 9to5 National Association of Working Women-Colorado ChapterAGREEMENT FOR SERVICES
BETWEEN EAGLE COUNTY, COLORADO
AND
9to5 National Association of Working Women- Colorado Chapter
THIS AGREEMENT (“Agreement”) is effective as of the 5th day of the month of September of the year
2019 by and between 9to5 National Association of Working Women- Colorado Chapter, a foreign non-
profit corporation (hereinafter “Contractor”) and Eagle County, Colorado, a body corporate and politic
(hereinafter “County”).
RECITALS
WHEREAS, Eagle County Department of Public Health and Environment seeks the support and technical
assistance of Contractor to build community power and voice as part of the Healthy Housing Grant
initiative. Contractor will provide consultation, training, education, and support to the Public Health
Policy and Partnerships team to start working on building community voice and power with existing
under resourced communities in Eagle County (the “Project”);and
WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skills,
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 agrees to diligently provide all services, labor, personnel and
materials necessary to perform and complete the services or work described in Exhibit A (“Services” or
“Work”) 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 agrees to furnish the Services no later than June 30, 2020 and in accordance
with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then
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. 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.
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2. County’s Representative. The Public Health and Environment Department’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 the date first written above, and
subject to the provisions of paragraph 11 hereof, shall continue in full force and effect through the 30th
day of June 2020.
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. 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 $ 25,000. 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.
a. Payment will be made for Services satisfactorily performed within thirty (30) days of
receipt of a proper and accurate invoice from Contractor. All invoices shall include detail regarding the
hours spent, tasks performed, who performed each task and such other detail as County may request.
b. If, at any time during the term or after termination or expiration of this Agreement,
County reasonably determines that any payment made 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.
c. 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.
d. 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
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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).
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. 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 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 law.
ii. Auto coverage with limits of liability as required by law.
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.
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 volunteers as additional insureds. A certificate of insurance consistent
with the foregoing requirements is attached hereto as Exhibit B.
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
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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, directly or
indirectly, this Agreement, or are based upon any performance or non performance by Contractor or any
of its subcontractors hereunder; 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 (including electronic files) and materials obtained
during, purchased or prepared in the performance of the Services shall remain the property of the County
and are to be delivered to County before final payment is made to Contractor or upon earlier termination
of 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 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: Faviola Alderete
500 Broadway
Post Office Box 850
Eagle, CO 81631
Telephone: 970-328-1121
E-Mail: Faviola.alderete@eaglecounty.us
With a copy to:
Eagle County Attorney
500 Broadway
Post Office Box 850
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Eagle, Co 81631
Telephone: 970-328-8685
Facsimile: 970-328-8699
E-Mail: atty@eaglecounty.us
CONTRACTOR:
Name: Andrea Chiriboga-Flor
Address: 4130 Tejon Street, Suite A
City: Denver 80211
E-mail: andrea@9to5.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 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. 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.
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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 to the
public. 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 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.
i. 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.
j. 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.
k. 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.
l. 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.
m. The invalidity, illegality or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision hereof.
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n. 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.
o. 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.
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:
https://www.uscis.gov/e-verify
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:
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
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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.
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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: ______________________________
Jeff Shroll, County Manager
CONTRACTOR:
By:________________________________
Print Name: _________________________
Title: ______________________________
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Co-Director
Andrea Chiriboga-Flor
EXHIBIT A
SCOPE OF SERVICES, SCHEDULE, FEES
SCOPE OF SERVICES
The Contractor will provide technical assistance to Eagle County Public Health and Environment
(ECPHE) staff, and other stakeholders as relevant, in order to provide deeper understanding and to clarify
a plan for appropriate tactics and strategies ECPHE staff can implement to foster and support local
community power building and community organizing. Delivery of technical assistance and/or training
opportunities can take place over the phone, in-person or as determined by ECPHE staff and the
Contractor.
1. Facilitated learning opportunities:
Meet with the Healthy Housing core team, including other Eagle County staff or community partners as
appropriate, in order to provide informal training, skill building and guidance on the below topics.
Learning opportunities can be conducted/delivered formally or informally via phone, webinar, in-person
meeting, or through the referral of other resources. These learning opportunities include the following:
a. Overview of how to organize the community, misconceptions, significance of leadership
development, how to do outreach, etc.
b. Educate public about House Bill 19-1309, which focuses solely on a new law that was passed at the
state level that creates a dispute resolution program enforced by the Department of Local Affairs.
c. Overview of the history of Colorado's housing policies that have contributed to the housing crisis
with information about the Homes for All national movement and significance of organizing for
housing. OR recommendation of key resources for ECPHE staff to review that includes this
information.
d. Considerations for picking a campaign and moving elected officials.
e. Power mapping of key stakeholders.
SCHEDULE: Determined specifically by Contractor and ECPHE staff, but provided no later than
June 30, 2020.
2. General technical assistance/coaching sessions via phone with Healthy Housing core team ECPHE
staff to check-in on progress in fostering/supporting community power building and community
organizing efforts.
SCHEDULE: Once per month phone calls for up to one hour each.
3. Produce a written guide/action plan for possible next steps that ECPHE staff can use to effectively
advance local community organizing efforts. This will be based on information gathered during coaching
calls, trainings, and facilitated meetings.
SCHEDULE: Completed by no later than June 30, 2020.
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FEES
The Contractor will submit an invoice by the 5th of each month. The invoice will include all costs
associated with the scope. The hourly rate paid to the Contractor will be $150.00 per hour, mileage for
travel associated with this project will be reimbursed at 0.58 per mile, and hotel accommodations shall not
exceed $300 per night per person. The contract amount may not exceed $25,000 for the Term of the
Agreement. Payment will be issued via check from ECPHE Healthy Housing grant funds to the
contractor.
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EXHIBIT B
INSURANCE CERTIFICATE
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The ACORD name and logo are registered marks of ACORD
CERTIFICATE HOLDER
© 1988-2014 ACORD CORPORATION. All rights reserved.
ACORD 25 (2014/01)
AUTHORIZED REPRESENTATIVE
CANCELLATION
DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE
LOCJECTPRO-POLICY
GEN'L AGGREGATE LIMIT APPLIES PER:
OCCURCLAIMS-MADE
COMMERCIAL GENERAL LIABILITY
PREMISES (Ea occurrence)$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, Additional Remarks Schedule, may be attached if more space is required)
INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS
PERSTATUTE 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
(Mandatory in NH)
OFFICER/MEMBER EXCLUDED?
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY Y / N
AUTOMOBILE LIABILITY
ANY AUTO
ALL OWNED SCHEDULED
HIRED AUTOS NON-OWNEDAUTOSAUTOS
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 AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
COVERAGES CERTIFICATE NUMBER:REVISION NUMBER:
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 ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
9/12/2019
Clarke &Sampson,Inc.
228 S.Washington St.,Ste 200
Alexandria VA 22314-5404
703-683-6601 703-739-8967
bhoward@clarkeandsampson.com
Hartford Casualty Ins Co-SCIC 29424
9TO5N-1 Twin City Fire Insurance-SCIC 294599To5NationalAssociationof
Working Women
207 E Buffalo St #211
Milwaukee WI 53202
108226582
A X 2,000,000
X 300,000
X Businessowners 10,000
EXCLUDED
4,000,000
42SBABT5716 10/13/2019 10/13/2020
4,000,000
A 2,000,000
XX
42SBABT5716 10/13/2019 10/13/2020
B 42WECJQ4333 1/1/2019 1/1/2020 X
100,000
100,000
500,000
Eagle County Public Health and Environment
551 Broadway
P.O.Box 660
Eagle CO 81631
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