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Home My WebLink AboutC21-422 EC + CURA HRDocuSign Envelope ID: 7B8732D8-0867-4218-8464-31BC7C9FD853 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY, COLORADO AND CURA HR, LLC THIS AGREEMENT ("Agreement") is effective as of the 12/7/2021 by and between Cura HR, a Limited Liability Company (hereinafter "Consultant" or "Contractor") and Eagle County, Colorado, a body corporate and politic (hereinafter "County"). RECITALS WHEREAS, the County is seeking the services of a consultant to perform professional HR services (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 services described in Exhibit A ("Services") which is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Consultant agrees to furnish the Services by January 31, 2022 and in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, 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: 7B8732D8-0867-4218-8464-31BC7C9FD853 2. Count Rgresentative. The Human Resource 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 for 12 months from effective date. 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 at the hourly rate set forth on Exhibit A Exhibit A. The performance of the Services under this Agreement shall not exceed $7,000. 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. Out-of-pocket expenses will be reimbursed without any additional mark-up thereon and are included in the 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. 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. DocuSign Envelope ID: 7B8732D8-0867-4218-8464-31BC7C9FD853 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. 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. 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 DocuSign Envelope ID: 7B8732D8-0867-4218-8464-31BC7C9FD853 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. 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. ii. 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 ANII. iii. 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. iv. All policies must contain an endorsement affording an unqualified thirty (30) days notice of cancellation to County in the event of cancellation of coverage. V. 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. vi. 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. vii. 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. viii. 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. ix. The insurance provisions of this Agreement shall survive expiration or termination hereof. DocuSign Envelope ID: 7B8732D8-0867-4218-8464-31BC7C9FD853 X. 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. xi. 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). 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: Hollis Dempsey 500 Broadway Post Office Box 850 DocuSign Envelope ID: 7B8732D8-0867-4218-8464-31BC7C9FD853 Eagle, CO 81631 Telephone: 970-328-8793 E-Mail: hollis.dempsey@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 CONSULTANT: Cura HR, LLC PO Box 271287 Louisville, CO 80027 Tel: 303-868--6103 Email: Ihansard@curahr.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 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. DocuSign Envelope ID: 7B8732D8-0867-4218-8464-31BC7C9FD853 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 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. DocuSign Envelope ID: 7B8732D8-0867-4218-8464-31BC7C9FD853 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. 1. 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 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. DocuSign Envelope ID: 7B8732D8-0867-4218-8464-31BC7C9FD853 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-veri 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). 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. DocuSign Envelope ID: 7B8732D8-0867-4218-8464-31BC7C9FD853 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 Signed by: By: [5�� SI�,VD�, Jeff Shro Mager CONSULTANT: DocuSigned by: By: 1�SS& Rw&sar 1158EB947EE34B3... Print Name: Melissa "Lyssa" Hansard Title: CEO and Principal Consultant DocuSign Envelope ID: 7B8732D8-0867-4218-8464-31BC7C9FD853 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES, DELIVERABLES SCOPE OF SERVICES Job Description Tools • Create a configurable job description template • Create a manager resource guide • Manager training slide deck • Facilitate up to three (3) Manager workshops Specific priorities and activities may be modified during the course of the engagement as agreed upon in writing by the County and Consultant. GENERAL HR CONSULTING The Consultant may provide general human resources ("HR") consulting services to the County beyond the specific Scope of Services as requested by the County. Professional services may include, but are not limited to, consulting regarding: compensation and benefit programs; employment policies and practices; onboarding and separation practices; HR practices, processes, and guidelines; employee performance management; and employee relations and investigations. Any additional Services will be agreed upon in writing and reflected in an amendment to this Agreement. SCHEDULE Pricing for professional services, as outlined in the Scope of Services section above, is based on the hourly rates of the individual consultants (the "Engagement Rates"), and for actual hours worked. Work will be recorded and billed in fifteen (15) minute increments and billed for actual hours worked. Pursuant to this Agreement, the maximum amount cannot exceed $7,000 unless agreed upon in writing and reflected in an amendment to this Agreement. Engagement Rates Hourly Rate Principal Consultants $200.00 Consulting Director $160.00 Consulting Manager $130.00 Senior Consultant $120.00 Consultant $100.00 Associate $80.00 In serving the County, the Consultant attempts to utilize consultants that have the lowest hourly billable rates, which commensurate with the knowledge, skill, ability and experience required in order to achieve the County's objectives and deliver the outcomes defined in the Agreement, or otherwise with the County Representative. Should the term of the Agreement be extended, or the Scope of Services change, the County Representative shall indicate the requested changes in writing to Jessica Junker at JJunker@CuraHR.com. Consultants may continue to provide professional services beyond the term of the Agreement, and/or beyond the Scope of Services at the same Engagement Rates outlined above reflected in an amendment to the Agreement. DocuSign Envelope ID: 7B8732D8-0867-4218-8464-31BC7C9FD853 14i1ll9"AM110Mul740a Work hours and budget estimates are below and may vary based upon County requests. Training delivery assumes sessions are remote, however in -person training conducted by Consulting Director are available upon request at the corresponding rate. BudgetHours Body of Work Low High Low High Template 6 10 $ 660 $ 1,120 Manager Guide 8 12 $ 860 $ 1,200 Training Slides and Delivery 11 18 $ 1,460 $ 2,400 Total Estimates 2S •• 2,980 $ 4,7201 COUNTY ENGAGEMENT EXPENSES Consultant will not incur any additional expenses for this engagement without prior written approval from the County. In the event the County approves these, or any other additional expenses, County agrees to reimburse the Consultant within thirty (30) days of the expenses being submitted with reasonable supporting documentation and receipts. TRAVEL EXPENSES Consultants will arrange for appropriate air, ground transportation, and lodging, as needed. These travel expenses will be submitted to the County for reimbursement monthly. In addition, County will be billed $120 per diem for each day of overnight travel. PAYMENT TERMS AND CONDITIONS County will be billed on a monthly basis for actual hours worked by Consultants. Should the balance due exceed net thirty (30) days, a nine percent (9%) fee will be added to each billing cycle until payment is made in full. Changes to the Scope of Engagement will affect scheduling and pricing. NON -SOLICITATION County agrees that during the term of this Agreement it shall not solicit any employee or independent consultant associated with the Consultant that has worked on the Services provided in this Agreement on behalf of itself or any other business enterprise, nor shall it induce any employee or independent consultant associated with the Consultant that has worked on the Services provided in this Agreement to terminate or breach an employment, contractual or other relationship with the Consultant. DocuSign Envelope ID: 7B8732D8-0867-4218-8464-31BC7C9FD853 18 hid.191;iy:11UZf]WLWNIQ0r:'ll 11W Ownership & License. Except for the County Materials, the Deliverables, Consultant Materials, and the methods and technology used by Consultant to produce the Deliverables, are not works made for hire, and subject to the licenses granted in this section, Consultant or its third party licensors shall retain all Intellectual Property Rights in and to the Deliverables and Consultant Materials. The Consultant hereby grants the County and its affiliates a worldwide, unlimited, nonexclusive, irrevocable, non -transferable, perpetual, fully paid -up and royalty free license to use, exploit, copy, display, create derivative works of, and sublicense and distribute the Deliverables and any Consultant Materials within the Deliverables solely to the extent such Consultant Materials were incorporated into any Deliverable or necessary for Client's use of the Deliverables as provided in this Agreement. The County shall not sell, license, publish, distribute, lease, rent or otherwise transfer the Deliverables or perform, display or otherwise use the Deliverables for any commercial purpose, or for the benefit of non -County affiliate third parties unless agreed to in writing by Consultant. Notwithstanding anything to the contrary, Consultant and its licensors are and shall remain the sole and exclusive owners of all right, title, and interest in and to the Consultant Materials, including all Intellectual Property Rights therein. All rights in and to the Deliverables and Consultant Materials not expressly granted to the County are reserved by Consultant. County Materials. County and its licensors are, and shall remain, the sole and exclusive owners of all right, title and interest in and to the County Materials including Deliverables and all Intellectual Property Rights therein. The Consultant shall have no right or license to use any County Materials, except that County hereby grants Consultant a limited, non-exclusive, revocable, license to use, reproduce, copy, and create derivative works from the County Materials, during the Term, to the extent necessary to provide the Services and incorporate the County Materials into the Deliverables. Ownership by Client. County is, and shall be, the sole and exclusive owner of all right, title and interest in and to the County Owned Deliverables, including all Intellectual Property Rights therein. Consultant agrees, and will cause its Consultants to agree, that with respect to any County Owned Deliverables that may qualify as "work made for hire" as defined in 17 U.S.C. §101, such County Owned Deliverables are hereby deemed a "work made for hire" for Client. To the extent that any of the County Owned Deliverables do not constitute a "work made for hire," Consultant hereby irrevocably assigns, and shall cause its Consultants to irrevocably assign to Client, in each case without additional consideration, all right, title and interest throughout the world in and to the County Owned Deliverables, including all Intellectual Property Rights therein. Consultant shall cause its Consultants to irrevocably waive, to the extent permitted by applicable law, any and all claims such Consultants may now or hereafter have in any jurisdiction to so-called "moral rights" or rights of droit moral with respect to the County Owned Deliverables. Upon the reasonable request of Client, Consultant shall, and shall cause its Consultants to, promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist County to prosecute, register, perfect or record its rights in or to any County Owned Deliverables. COLORADO OPEN RECORDS ACT: The parties understand that all the material provided or produced under this Agreement, including items marked Proprietary or Confidential, may be subject to the Colorado Open Records Act., C.R.S. § 24-72-201, et seq. In the event of a request to the County for disclosure of such information, the County shall advise Contractor of such request in order to give Contractor the opportunity to object to the disclosure of any of its documents which it marked as proprietary or confidential material. In the event of the filing of a lawsuit to compel such disclosure, the County will tender all such material to the court for judicial determination of the issue of disclosure and Contractor agrees to intervene in such lawsuit to protect and assert its claims of privilege against disclosure of such material or waive the same. Contractor further agrees to defend, indemnify and save and hold harmless the County, its officers, agents and employees, from any claim, damages, expense, loss DocuSign Envelope ID: 7B8732D8-0867-4218-8464-31BC7C9FD853 or costs arising out of Contractor's intervention to protect and assert its claim of privilege against disclosure under this Article including but not limited to, prompt reimbursement to the County of all attorney fees, costs and damages that the County may incur directly or may be ordered to pay by such court. Definitions for this section. (a) "Deliverables" means any documentation, reports, policies, procedures, presentations, advice, recommendations, and other deliverables defined in this Agreement, including any related materials that Consultant develops for County under this Agreement. The Deliverables shall include all deliverables described in the Scope of Engagement section of this Agreement, and shall exclude any Consultant Materials. (b) "County Materials" means all documents, data, know-how, and other Intellectual Property Rights, that are (i) owned by County as of the Effective Date, (ii) developed by County on or after the Effective Date, (iii) acquired by County as of or after the Effective Date outside the scope of this Agreement. (c) "County Owned Deliverables" means the Deliverables that are designated as "County Owned Deliverables" in the Scope of Engagement section of this Agreement. (d) "Consultant Materials" means all documents, data, know-how, templates, sample policies, methodologies, software, copyrighted material, and other materials provided by or used by Consultant in connection with performing the services under this Agreement, in each case, that were developed or acquired by Consultant prior to the commencement or outside of, or independently from, the performance of Consultant's obligations under this Agreement, and including any documentation, reports or other materials provided or licensed to Consultant by a third party, including all Intellectual Property Rights therein. (e) "Intellectual Property Rights" means all worldwide right, title and interest in and to all current and future: patents, provisional patents, or any applications for such patent rights; business processes; trade secret rights; copyrights and all other literary property, author rights and moral rights, whether or not copyrightable, and any registrations and applications for registration; mask works; trademarks, trade names, service marks and service names, and related applications and goodwill; and know-how, data rights or any other proprietary right arising or enforceable under any applicable law. DocuSign Envelope ID: 7B8732D8-0867-4218-8464-31BC7C9FD853 EXHIBIT B Insurance Certificate DocuSign Envelope ID: 7B8732D8-0867-4218-8464-31BC7C9FD853 CURAH-1 OP ID: SG ,4�oRr� CERTIFICATE OF LIABILITY INSURANCE DATE(M5/20YYY) 1 11 /1/2021 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). PRODUCER Phil Broncucia Agency 1970 Kipling Street CONTACT NAME: John Booth PHONE FAX A/C No Ext :303-991-7181 A/C No ; 303-238-7345 E-MAIL ADDRESS:oo�•mjbooth@insurecolo.com Lakewood, CO 80215 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Travelers 19046 INSURED CURA HR, LLC INSURER B: Philadelphia Indemnity 18058 2394 Evans Avenue Louisville, CO 80027 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 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. INSR LTR TYPE OF INSURANCE DDL INSIR SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY X X 6808E71619A 07/16/2021 07/16/2022 DAMAGE TO RENTED PREMISES Ea occurrence $ 300,000 CLAIMS -MADE L OCCUR MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'LAGGREGATE LIMITAPPLIESPER: PRODUCTS - COMP/OPAGG $ 2,000,000 X POLICY J OT- LOC $ AUTOMOBILE LIABILITY COEa aMBINEDccidentSINGLE LIMIT $ 1,000,000 BODILY INJURY (Per person) $ A ANY AUTO 6808E71619A 07/16/2021 07/16/2022 ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE PER ACCIDENT $ X HIRED AUTOS X NON -OWNED AUTOS X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 2,000,000 AGGREGATE $ 2,000,000 A EXCESS LIAB CLAIMS -MADE CUP71<088552 07/16/2021 07/16/2022 DED RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVEY/N OFFICER/MEMBER EXCLUDED? F_N1 (Mandatory in NH) N / A UB9J300071 01/04/2021 01/04/2022 X WC STATU- OTH- TORY LIMITS ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 B Prof. Liability PHSD1600766 01/13/2021 01/13/2022 Per/agg 2,000,000 A Cyber 106901157 05/05/2021 05/05/2022 �Cyber 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds on the general liability policy on a primary and non-contributory basis with respect to all other available sources. Waiver of subrogation in favor of certificate holder. CERTIFICATE HOLDER CANCELLATION EAGLECO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Eagle Count g y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 500 Broadway PO Box 850 AUTHORIZED REPRESENTATIVE Eagle, CO 81631 ACORD 25 (2010/05) © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD