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HomeMy WebLinkAboutC19-342 VeraCityAGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY, COLORADO AND VERACITY, LLC THIS AGREEMENT (“Agreement”) is effective as of the 27 day of March, 2019 by and between VeraCity, LLC, a Colorado limited liability company (hereinafter “Consultant” or “Contractor”) and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, the County desires to engage a consultant to assist with development review and processing of planning files to fill the gap created by the resignation of planning team staff (the “Project”); and WHEREAS, Consultant 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 Consultant and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Consultant and County agree as follows: 1.Services. Consultant agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the planning services or work at the rates set forth in Exhibit A and in accordance with a formal proposal for each service to be provided by Contractor and approved by County in writing (“Services” or “Work”). Exhibit A is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a.Consultant agrees to furnish the Services an on-going and as needed basis through December 2019 and in accordance with the schedule established in each proposal approved by County in writing. If no completion date is specified, then Consultant agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Consultant 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. c.Consultant agrees that it will not enter into any consulting or other arrangements with third parties that will conflict in any manner with the Services. DocuSign Envelope ID: D0F5E379-167A-45F1-ACF2-DA322BEC58EF 2 Eagle County Prof Services Final 5/14 d. Consultant acknowledges that it has read and understood the Eagle County Innovation and Technology Department 3rd Party Remote Access Policy, attached hereto as Exhibit B, and that it will comply with the provisions of said Policy during the Term of this Agreement. 2. County’s Representative. The Community Development Department’s designee shall be Consultant’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 12 hereof, shall continue in full force and effect through the 31 of December, 2019. 4. Extension or Modification. This Agreement may not be amended or supplemented, nor may any obligations hereunder be waived, except by agreement signed by both parties. No additional services or work performed by Consultant shall be the basis for additional compensation unless and until Consultant 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, Consultant’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 Consultant for the performance of the Services in accordance with the fees schedule set forth in Exhibit A. Prior to commencement of Services, Consultant shall first provide County with a written estimate which shall include an estimate of the labor, materials without any mark up and any additional costs necessary to perform the Services. Each estimate must be approved by County’s Representative prior to commencement of the Services by Contractor and all rates shall be in accordance with the fee schedule set forth in Exhibit A. Total compensation for all Services under this Agreement shall not exceed $30,000.00. Consultant 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 Consultant. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task and such other detail as County may request. b. Any out-of-pocket expenses to be incurred by Consultant and reimbursed by County shall be identified on Exhibit A and on each written estimate. Out-of-pocket expenses will be reimbursed without any additional mark-up thereon and are included in the total not to exceed contract amount set forth above. Out-of-pocket expenses shall not include any payment of salaries, bonuses or other compensation to personnel of Consultant. Consultant shall not be reimbursed for expenses that are not set forth on Exhibit A unless specifically approved in writing by County. DocuSign Envelope ID: D0F5E379-167A-45F1-ACF2-DA322BEC58EF 3 Eagle County Prof Services Final 5/14 c. 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 Consultant 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, Consultant shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. d. County will not withhold any taxes from monies paid to the Consultant hereunder and Consultant 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. e. 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 Consultant 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). 6. Sub-consultants. Consultant acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Consultant. Consultant shall not enter into any sub-consultant 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. Consultant shall require each sub-consultant, as approved by County and to the extent of the Services to be performed by the sub-consultant, to be bound to Consultant by the terms of this Agreement, and to assume toward Consultant all the obligations and responsibilities which Consultant, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any sub-consultant hired by Consultant and Consultant shall cooperate in such process. The Consultant shall be responsible for the acts and omissions of its agents, employees and sub-consultants or sub-contractors. 7. Insurance. Consultant agrees to provide and maintain at Consultant’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 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. DocuSign Envelope ID: D0F5E379-167A-45F1-ACF2-DA322BEC58EF 4 Eagle County Prof Services Final 5/14 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 $2,000,000 aggregate limits. iv. Professional liability insurance with prior acts coverage for all Services required hereunder, in a form and with an insurer or insurers satisfactory to County, with limits of liability of not less than $1,000,000 per claim and $2,000,000 in the aggregate. In the event the professional liability insurance is on a claims-made basis, Consultant warrants that any retroactive date under the policy shall precede the effective date of this Agreement. Continuous coverage will be maintained during any applicable statute of limitations for the Services and Project. 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. ii. Consultant’s certificates of insurance shall include sub-consultants as additional insureds under its policies or Consultant shall furnish to County separate certificates and endorsements for each sub-consultant. All coverage(s) for sub-consultants shall be subject to the same minimum requirements identified above. Consultant and sub-consultants, if any, shall maintain the foregoing coverage in effect until the Services are completed. In addition, all such policies shall be kept in force by Consultant and its sub-consultants until the applicable statute of limitations for the Project and the Services has expired. iii. Insurance shall be placed with insurers duly licensed or authorized to do business in the State of Colorado and with an “A.M. Best” rating of not less than A-VII. iv. Consultant’s insurance coverage shall be primary and non-contributory with respect to all other available sources. Consultant’s policy shall contain a waiver of subrogation against Eagle County. v. All policies must contain an endorsement affording an unqualified thirty (30) days notice of cancellation to County in the event of cancellation of coverage. vi. All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. vii. Consultant’s certificate of insurance evidencing all required coverage(s) is attached hereto as Exhibit B. Upon request, Consultant shall provide a copy of the actual insurance policy and/or required endorsements required under this Agreement within five (5) business days of a written request from County, and hereby authorizes Consultant’s broker, without further notice or authorization by Consultant, to immediately comply with any written request of County for a complete copy of the policy. DocuSign Envelope ID: D0F5E379-167A-45F1-ACF2-DA322BEC58EF 5 Eagle County Prof Services Final 5/14 viii. Consultant shall advise County in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Consultant, at its own expense, will reinstate the aggregate limits to comply with the minimum limits and shall furnish County a new certificate of insurance showing such coverage. ix. If Consultant fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to County, County shall be entitled to immediately terminate this Agreement. x. The insurance provisions of this Agreement shall survive expiration or termination hereof. xi. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. xii. Consultant is not entitled to workers’ compensation benefits except as provided by the Consultant, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Consultant or some other entity. The Consultant is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification. The Consultant shall indemnify and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Consultant or any of its sub-consultants hereunder; and Consultant 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 Consultant. This paragraph shall survive expiration or termination hereof. 9. Ownership of Documents. All documents prepared by Consultant in connection with the Services shall become property of County. Consultant shall execute written assignments to County of all rights (including common law, statutory, and other rights, including copyrights) to the same as County shall from time to time request. For purposes of this paragraph, the term “documents” shall mean and include all reports, plans, studies, tape or other electronic recordings, drawings, sketches, estimates, data sheets, maps and work sheets produced, or prepared by or for Consultant (including any employee or subconsultant in connection with the performance of the Services and additional services under this Agreement). DocuSign Envelope ID: D0F5E379-167A-45F1-ACF2-DA322BEC58EF 6 Eagle County Prof Services Final 5/14 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date, time and receiving facsimile number for the transmission, or (v) when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. COUNTY: Eagle County, Colorado Attention: Morgan Beryl, Community Development Director 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8750 Facsimile: 970-328-7185 E-Mail: morgan.beryl@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, CO81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E-Mail: atty@eaglecounty.us CONSULTANT: VeraCity, LLC 48 Wildwood Lane Glenwood Springs, CO 81601 Telephone: 970-618-2228 Facsimile: none E-Mail: ellieveracity@gmail.com 11. Coordination. Consultant acknowledges that the development and processing of the Services for the Project may require close coordination between various consultants and contractors. Consultant shall coordinate the Services required hereunder with the other consultants and contractors that are identified by County to Consultant from time to time, and Consultant shall immediately notify such other consultants or contractors, in writing, of any changes or revisions to Consultant’s work product that might affect the work of others providing services for the Project and concurrently provide County with a copy of such notification. Consultant shall not knowingly cause other consultants or contractors extra work DocuSign Envelope ID: D0F5E379-167A-45F1-ACF2-DA322BEC58EF 7 Eagle County Prof Services Final 5/14 without obtaining prior written approval from County. If such prior approval is not obtained, Consultant shall be subject to any offset for the costs of such extra work. 12. 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 Consultant. Upon termination of this Agreement, Consultant 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 Consultant for Services satisfactorily performed to the date of termination. 13. 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. 14. 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. 15. Other Contract Requirements. a. Consultant shall be responsible for the completeness and accuracy of the Services, including all supporting data or other documents prepared or compiled in performance of the Services, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved the Services shall not relieve Consultant of any of its responsibilities. Consultant shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to Consultants performing similar services. Consultant represents and warrants that it has the expertise and personnel necessary to properly perform the Services and covenants that its professional personnel are duly licensed to perform the Services within Colorado. This paragraph shall survive termination of this Agreement. b. Consultant 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. c. This Agreement constitutes an agreement for performance of the Services by Consultant 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 DocuSign Envelope ID: D0F5E379-167A-45F1-ACF2-DA322BEC58EF 8 Eagle County Prof Services Final 5/14 or any other relationship between County and Consultant except that of independent contractor. Consultant shall have no authority to bind County. d. Consultant represents and warrants that at all times in the performance of the Services, Consultant shall comply with any and all applicable laws, codes, rules and regulations. e. 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. f. Consultant 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. g. 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. h. 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. i. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. j. Consultant shall maintain for a minimum of three years, adequate financial and other records for reporting to County. Consultant shall be subject to financial audit by federal, state or county auditors or their designees. Consultant authorizes such audits and inspections of records during normal business hours, upon 48 hours’ notice to Consultant. Consultant shall fully cooperate during such audit or inspections. k. 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 Consultant has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Consultant shall not employ any person having such known interests. l. The Consultant, 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. 16. Prohibitions on Government Contracts. As used in this Section 16, 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 Consultant has DocuSign Envelope ID: D0F5E379-167A-45F1-ACF2-DA322BEC58EF 9 Eagle County Prof Services Final 5/14 any employees or subcontractors, Consultant shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this Agreement, Consultant certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that Consultant 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. Consultant 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 Consultant that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. b. Consultant 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. Consultant 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 Consultant obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, Consultant shall be required to: i. Notify the subcontractor and County within three (3) days that Consultant 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 Consultant 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. Consultant 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). DocuSign Envelope ID: D0F5E379-167A-45F1-ACF2-DA322BEC58EF 10 Eagle County Prof Services Final 5/14 f. If Consultant 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, Consultant shall be liable for actual and consequential damages to County as required by law. g. County will notify the Colorado Secretary of State if Consultant violates this provision of this Agreement and County terminates the Agreement for such breach. [REST OF PAGE INTENTIONALLY LEFT BLANK] DocuSign Envelope ID: D0F5E379-167A-45F1-ACF2-DA322BEC58EF 11 Eagle County Prof Services 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: ______________________________ Jeff Shroll, County Manager CONSULTANT: By: ________________________________ Print Name: _________________________ Title: ______________________________ DocuSign Envelope ID: D0F5E379-167A-45F1-ACF2-DA322BEC58EF Partner Ellie Caryl 12 Eagle County Prof Services Final 5/14 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES TASK 1: Land Use Planning Files Description: VeraCity will be assigned Eagle County planning land-use files that are administrative and consent approval in nature, unless demand supersedes the Community Development Department’s abilities to meet Eagle County Land Use Regulation timing requirements. In this case, VeraCity may be requested to provide assistance on planning files that require board approval. In this case, VeraCity will provide a time and cost estimate for County's written approval prior to commencing any work on a planning file. Planning file work is expected to include all aspects of the land use process from the point the application is assigned through memorialization of the final outcome on each land use application. This may include pre-application meetings, on-going applicant meetings as needed, completeness reviews, scheduling, staff and legal reviews, coordination with Community Development’s Administrative Assistant for noticing, referral agency coordination and evaluation, code and policy analysis, report writing, presentation, conditions and compliance, and file closeout including resolutions and recording. This work will require use of Eagle County’s EnerGov Enterprise database, of which training from Community Development staff will be provided. Deliverables and Deadlines: Files will be assigned, work conducted, and closed out on an as needed basis. All files must meet required Eagle County Land Use Regulation timing requirements. TASK 2: Project Management Description: VeraCity will invoice monthly and communicate with Community Development staff and Director on an as needed basis. At the commencement of services, Eagle County and VeraCity will establish a written protocol for communication including file orientation discussions, points of contact, software training schedule, deadline outlook, and other matters customary or required in the processing of land use files. Said protocol may be modified during the course of the services period for efficiency and effectiveness, as needed. Deliverables and Deadlines: Monthly invoices. RATES: Rate for the services of Ellie Caryl and Andrew McGregor, Principals and Partners in VeraCity, LLC, is $85.00 per hour for Land Use Planning Files and Project Management services. Cost savings may be possible relative to potential work volume. Reimbursable costs include mileage to meetings, one way, charged at the government rate. We anticipate that a significant amount of work can be accomplished remotely at our Glenwood Springs office, but in-person meetings at Eagle County with applicants, staff and management are an assumed part of the work. Additional reimbursables are not expected at this time, however, if are requested or required by Eagle County in writing, will be billed at cost e.g. photocopies of reports will be billed at $.15 per page black and white, $.50 per page color. DocuSign Envelope ID: D0F5E379-167A-45F1-ACF2-DA322BEC58EF 13 Eagle County Prof Services Final 5/14 EXHIBIT B Eagle County Innovation and Technology Department 3rd Party Remove Access Policy DocuSign Envelope ID: D0F5E379-167A-45F1-ACF2-DA322BEC58EF EAGLE COUNTY INNOVATION AND TECHNOLOGY DEPARTMENT 3RD Party Remote Access Policy Page 1 Purpose The purpose of this policy is to define standards, expectations, and restrictions for 3rd parties connecting from external hosts to Eagle County’s internal network (ECG Network) via remote access technology. Eagle County’s resources (i.e. corporate data, computer systems, networks, databases, etc.) must be protected from unauthorized use and / or malicious attack that could result in loss of information, damage to critical applications, loss of productivity, and damage to our public image. Therefore, all 3rd party remote access to ECG Network resources must adhere to this policy. Scope This policy applies to account administration and remote access of all 3rd parties, including vendors, contractors, and other agents who require remote access to Eagle County’s data and networks in order to provide their services. Supported Technology Back end remote access technology is centrally managed by Eagle County’s IT Department. In order to access underlying ECG network resources remotely, 3rd parties must be capable of implementing Eagle County’s currently supported remote technology standards. Individual departments are responsible for managing how access to individual front end PC’s using web based tools is handled. Third Party Authorization All 3rd party organizations and their representatives requiring remote access to Eagle County computing resources require authorization by the relevant Eagle County Line of Business (LOB) application owner. Policy and Appropriate Use It is the responsibility of all 3rd parties with remote access to Eagle County computing resources to ensure that due care is exercised with the management of their devices used to connect to Eagle County’s network. It is imperative that any remote access connection used to support Eagle County business systems be utilized appropriately, responsibly, and ethically. Therefore, the following rules surrounding the utilization of 3rd Part Remote Access tools must be observed: I. Third Party Responsibilities a. All remote computer equipment and devices used by 3rd parties for accessing Eagle County systems will institute reasonable security measures. At a minimum, 3rd party source devices used to access Eagle County systems should be properly secured with: i. Unique strong passwords. ii. Have current antivirus software. iii. Ensure operating systems are patched and up to date. DocuSign Envelope ID: D0F5E379-167A-45F1-ACF2-DA322BEC58EF EAGLE COUNTY INNOVATION AND TECHNOLOGY DEPARTMENT 3RD Party Remote Access Policy Page 2 b. In no instance should any Eagle County 3rd party provide their individual login credentials to anyone, including their co-workers or Eagle County staff. c. Third parties are responsible for immediately advising Eagle County’s IT Department to revoke remote access privileges upon the termination of any third party staff member with Eagle County login credentials. d. Third parties are prohibited from introducing changes to Eagle County systems availability, application data, software configuration, hardware configuration, network configuration, security permissions and accounts, or underlying data without the explicit approval of the relevant Eagle County LOB application system owner and the Eagle County IT Department. e. At no time should any Eagle County 3rd party download, share, or distribute Eagle County data without the explicit authorization of the relevant Eagle County LOB application system owner. f. Any software support tools installed by a 3rd Party on the ECG Network should be documented and communicated to the Eagle County IT Department. This includes remote access software, backdoors, and any tools used for administering Eagle County system resources. All 3 rd party software installed on Eagle County systems should be legally obtained and have proper licensing g. Standard proactive business application software maintenance upgrade requirements should be coordinated and scheduled well in advance with the Eagle County IT Department. All configuration changes made to Eagle County environment should be documented and tracked. II. Line of Business Owner Responsibilities For their respective Line of Business software applications. LOB owners are responsible for the following: a. Approval of all 3rd party remote support accounts allowing access to the ECG Network. b. Approval of all 3rd party support instances to allow remote access to the ECG Network. c. Approval of all 3rd party recommended LOB software application configuration or data changes, including authorization concerning specific times / dates that changes can be applied (including potential system down time). Additional authorization is required by Eagle County IT Department prior to change implementation. d. Approval authorizing software maintenance upgrades to be applied, including authorization concerning specific times / dates that changes can be implemented (including potential system down time). Additional authorization is required by Eagle County IT Department prior to change implementation. e. LOB owners are exclusively responsible for account provisioning and scope of access privileges granted within their specific software applications. This includes both internal users as well as 3 rd party access. LOB owners are responsible for any software application data changes a 3rd party may introduce during a remote connection of any form. III. Eagle County IT Department Administrative Responsibilities DocuSign Envelope ID: D0F5E379-167A-45F1-ACF2-DA322BEC58EF EAGLE COUNTY INNOVATION AND TECHNOLOGY DEPARTMENT 3RD Party Remote Access Policy Page 3 a. Third party remote access authorization will be enforced through the establishment of: i. Separate individual login accounts and passwords for each individual 3rd party representative accessing Eagle County systems. Referenced passwords will periodically be required to be changed consistent with policy regarding internal Eagle County network accounts. ii. A multi-factor authentication mechanism will be established that all 3rd parties will be required to use in order to authenticate. iii. Temporary enablement of 3rd party remote access login account and compulsory account disablement upon conclusion of relevant support instance. iv. The use of generic accounts for accessing, troubleshooting, or implementing changes to Eagle County business systems is strictly prohibited. This includes local account access to operating systems and databases. b. Each support instance requiring 3rd party remote access will require approval of the relevant Eagle County LOB application owner. c. Appropriate controls shall be instituted to ensure that 3rd party access is limited within the ECG network to only those resources that the 3rd party is responsible for supporting. d. Third party remote access is primarily for troubleshooting purposes, with default access permissions being limited to read only privileges. Standard third party accounts should be configured in such a manner prohibiting changes to Eagle County systems availability, application data, software configuration, hardware configuration, network configuration, security permissions and accounts, or underlying data. e. Separate 3rd party login credentials shall be established for situations requiring elevated permissions. All changes require the explicit prior approval of the relevant Eagle County LOB application system owner and the Eagle County IT Department. f. Any 3rd party changes that are introduced to Eagle County’s business applications, underlying operating platform, or network must be documented following guidelines agreed upon by the Eagle County IT Department and the 3rd party. g. Database backups are required prior to executing any direct insert, update, or delete SQL statements against a production database. h. Third party remote user access and/or connection to Eagle County’s networks will be logged and monitored to record dates, times, and duration of access. i. All remote access connections must include a system time-out feature. Remote access sessions will time out and terminate after a pre-defined period of inactivity. Enforcement Failure to comply with the Remote Access Policy and Agreement may result in the suspension of remote access privileges and possible termination of 3rd party support agreement. Exceptions DocuSign Envelope ID: D0F5E379-167A-45F1-ACF2-DA322BEC58EF EAGLE COUNTY INNOVATION AND TECHNOLOGY DEPARTMENT 3RD Party Remote Access Policy Page 4 Exception to this policy will be considered on a case by case basis. All exceptions to this policy must be approved by the IT Director and maintained on file electronically for future reference. Each Exception Request should include:  Description regarding nature of the non-compliance.  Anticipated length of non-compliance (1-year maximum).  Proposed plan for managing the risk associated with non-compliance (alternative mitigating control).  Proposed future review date to evaluate progress toward compliance.  Signature of the IT Director. Revision History Version Date of Change Responsible Party Summary of Change 1.0 09/03/2015 Scott Lingle Initial Policy DocuSign Envelope ID: D0F5E379-167A-45F1-ACF2-DA322BEC58EF 14 Eagle County Prof Services Final 5/14 EXHIBIT C Insurance Certificate DocuSign Envelope ID: D0F5E379-167A-45F1-ACF2-DA322BEC58EF CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 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 certifi cate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or 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 certifi cate does not confer rights to the certifi cate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: PHONE (A/C, NO, EXT): FAX (A/C, NO): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURED INSURER A: INSURER B: INSURER C: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAME 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. INSR LTR TYPE OF INSURANCE ADDTL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY)LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES (Ea Occurrence)$ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN’L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ POLICY PROJECT LOC PRODUCTS - COMP/OP AGG $ OTHER:$ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident)$ ANY AUTO BODILY INJURY (Per person) $ OWNED AUTOS ONLY SCHEDULED AUTOS BODILY INJURY (Per accident) $ HIRED AUTOS ONLY NON-OWNED AUTOS ONLY PROPERTY DAMAGE (Per accident)$ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION $$ WORKERS COMPENSATION AND EMPLOYERS ‘ LIABILITY N/A PER STATUTE OTHER $ ANY PROPRIETOR/PARTNER/ EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/N E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All Rights Reserved The ACORD name and logo are registered marks of ACORD ACORD 25 (2016/03) 31-1769 11-15 Glenwood Springs Bryson Karren(075033N) 1605 Grand Ave Ste A 970-945-0737 03/25/2019 970-945-4414 bkarren@farmersagent.comCO 81601-3849 GLENWOOD SPRINGS Truck Insurance Exchange 21709 VERACITY LLC 0048 WILDWOOD LANE CO 81601 A 1,000,000 Y 606736620 03/22/2020 Additional Insured: Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers. EAGLE COUNTY PO BOX 850 EAGLE CO 81631 Bryson Karren 03/22/2019 DocuSign Envelope ID: D0F5E379-167A-45F1-ACF2-DA322BEC58EF ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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 have ADDITIONAL INSURED provisions or 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: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 3/20/2019 (970) 945-9161 (970) 945-6027 Veracity, LLC 48 Wildwood Lane Glenwood Springs, CO 81601 A 1,000,000 X X 34SBMAB2216 3/20/2019 3/20/2020 1,000,000 10,000 1,000,000 2,000,000 2,000,000 A Hired/Non-Owned Auto 34SBMAB2216 3/20/2019 1,000,000 B Professional Liab.652023041 8/1/2018 8/1/2019 1,000,000 Holder is included as Additional Insured with respects to General Liability for Ongoing Operations. Coverage is Primary/Non-Contributory and a Waiver of Subrogation applies in favor of Certificate Holder. 30 Day Notice Applies. Professional Liability Limit is $1,000,000 per Claim / $2,000,000 Aggregate. Eagle County PO Box 850 Eagle, CO 81631 VERALLC-01 SHUFF GIA Group, LLC 1605 Grand Avenue Suite K Glenwood Springs, CO 81601 The Hartford CNA Insurance Co 3/20/2020 X X DocuSign Envelope ID: D0F5E379-167A-45F1-ACF2-DA322BEC58EF