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HomeMy WebLinkAboutC22-144 Touch Legal DBA Touchsonic TechnologiesAGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY, COLORADO AND TOUCH LEGAL, INC. DBA TOUCHSONIC TECHNOLOGIES THIS AGREEMENT (“Agreement”) is effective as of ____________________by and between Touch Legal, Inc., dba Touchsonic Technologies a California Corporation (hereinafter “Contractor”) and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, the Eagle County Sheriff’s Office purchased a law library kiosk for the purpose of providing inmates with access to law library information; and WHEREAS, the Eagle County Sheriff’s Office desires to continue its Extended Maintenance Services Agreement with the contractor for services on the law library kiosk; and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the Services as defined below in paragraph 1 hereof; and WHEREAS, this Agreement shall govern the relationship between Contractor and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as follows: 1. Services. Contractor agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the services described in Exhibit A (“Services”) which is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Contractor agrees to furnish the Services no later than April 1, 2022 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. DocuSign Envelope ID: 113051E2-72D3-4E9A-822F-68C1B4CACFBE 4/6/2022 2 Eagle County Landfill Prof Serv Final 5/14 c. Contractor agrees that it will not enter into any consulting or other arrangements with third parties that will conflict in any manner with the Services. 2. County’s Representative. The Sheriff’s 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 12 hereof, shall continue in full force and effect through the 31st day of March, 2023. 4. Extension or Modification. This Agreement may not be amended or supplemented, nor may any obligations hereunder be waived, except by agreement signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services in accordance with County’s internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance with this Agreement, Contractor’s rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. Compensation. County shall compensate Contractor for the performance of the Services in a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed $1,080.00. 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. Any out-of-pocket expenses to be incurred by Contractor 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 Contractor. Contractor 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 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 DocuSign Envelope ID: 113051E2-72D3-4E9A-822F-68C1B4CACFBE 3 Eagle County Landfill Prof Serv Final 5/14 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 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. 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 Contractor in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 6. Sub-Contractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any sub-Contractor agreements for the performance of any of the Services or additional services without County’s prior written consent, which may be withheld in County’s sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each sub-Contractor, as approved by County and to the extent of the Services to be performed by the sub-Contractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any sub-Contractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees and sub-contractors. 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. 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. DocuSign Envelope ID: 113051E2-72D3-4E9A-822F-68C1B4CACFBE 4 Eagle County Landfill Prof Serv Final 5/14 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, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Agreement. Continuous coverage will be maintained during any applicable statute of limitations for the Services and Project. b. Other Requirements. i. The automobile, commercial general liability and pollution 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. Contractor’s certificates of insurance shall include subcontractors as additional insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each subcontractor. All coverage(s) for subcontractors shall be subject to the same minimum requirements identified above. Contractor and subcontractors, if any, shall maintain the foregoing coverage in effect until the Services are completed. In addition, all such policies shall be kept in force by Contractor and its subcontractors 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. Contractor’s insurance coverage shall be primary and non-contributory with respect to all other available sources. Contractor’s policy shall contain a waiver of subrogation against Eagle County. v. All policies must contain an endorsement affording an unqualified thirty (30) days notice of cancellation to County in the event of cancellation of coverage. vi. All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. vii. Contractor’s certificate of insurance evidencing all required coverage(s) is attached hereto as Exhibit B. Upon request, Contractor shall provide a copy of the actual insurance policy and/or required endorsements required under this Agreement within five (5) business days of a written request from County, and hereby authorizes Contractor’s broker, without further notice or authorization by Contractor, to immediately comply with any written request of County for a complete copy of the policy. viii. Contractor shall advise County in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Contractor, at its own expense, will DocuSign Envelope ID: 113051E2-72D3-4E9A-822F-68C1B4CACFBE 5 Eagle County Landfill Prof Serv Final 5/14 reinstate the aggregate limits to comply with the minimum limits and shall furnish County a new certificate of insurance showing such coverage. ix. If Contractor fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to County, County shall be entitled to immediately terminate this Agreement. x. The insurance provisions of this Agreement shall survive expiration or termination hereof. xi. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. xii. Contractor is not entitled to workers’ compensation benefits except as provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification. The Contractor shall indemnify and hold harmless County and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Contractor, its employees, agents 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 prepared by Contractor in connection with the Services shall become property of County. Contractor shall execute written assignments to County of all rights (including common law, statutory, and other rights, including copyrights) to the same as County shall from time to time request. For purposes of this paragraph, the term “documents” shall mean and include all reports, plans, studies, tape or other electronic recordings, drawings, sketches, estimates, data sheets, maps and work sheets produced, or prepared by or for Contractor (including any employee or subcontractor in connection with the performance of the Services and additional services under this Agreement). 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) DocuSign Envelope ID: 113051E2-72D3-4E9A-822F-68C1B4CACFBE 6 Eagle County Landfill Prof Serv Final 5/14 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: Greg Van Wyk 816 Ute Creek Road Post Office Box 473 Wolcott, CO 81655 Telephone: 970-328-8564 E-Mail: gregory.vanwyk@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 E-Mail: atty@eaglecounty.us CONTRACTOR: Touch Legal, Inc., DBA Touchsonic Technologies Attention: Mary Valencia 2630 Mendocino Ave Santa Rosa, CA 95403 Telephone: 707-526-6655 ext 6 E-Mail: mv@touchsonic.com 11. Coordination. Contractor acknowledges that the development and processing of the Services for the Project may require close coordination between various contractors and subcontractors. Contractor shall coordinate the Services required hereunder with the other contractors and subcontractors that are identified by County to Contractor from time to time, and Contractor shall immediately notify such other contractors or subcontractors, in writing, of any changes or revisions to Contractor’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. Contractor shall not knowingly cause other contractors or subcontractors extra work without obtaining prior written approval from County. If such prior approval is not obtained, Contractor 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 DocuSign Envelope ID: 113051E2-72D3-4E9A-822F-68C1B4CACFBE 7 Eagle County Landfill Prof Serv Final 5/14 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. 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. Contractor shall be responsible for the completeness and accuracy of the Services, including all supporting data or other documents prepared or compiled in performance of the Services, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved the Services shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to Contractors performing similar services. Contractor represents and warrants that it has the expertise and personnel necessary to properly perform the Services and covenants that its professional personnel are duly licensed to perform the Services within Colorado. This paragraph shall survive termination of this Agreement. b. 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. c. 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. d. 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. DocuSign Envelope ID: 113051E2-72D3-4E9A-822F-68C1B4CACFBE 8 Eagle County Landfill Prof Serv Final 5/14 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. 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. 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. Contractor shall maintain for a minimum of three years, adequate financial and other records for reporting to County. Contractor shall be subject to financial audit by federal, state or county auditors or their designees. Contractor authorizes such audits and inspections of records during normal business hours, upon 48 hours’ notice to Contractor. Contractor shall fully cooperate during such audit or inspections. 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 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. l. 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. 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 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. DocuSign Envelope ID: 113051E2-72D3-4E9A-822F-68C1B4CACFBE 9 Eagle County Landfill Prof Serv Final 5/14 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 ii. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop employing or contracting with the undocumented individual; except that Contractor shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. e. Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. 8-17.5-102(5). f. If Contractor violates these prohibitions, County may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Contractor shall be liable for actual and consequential damages to County as required by law. g. County will notify the Colorado Secretary of State if Contractor violates this provision of this Agreement and County terminates the Agreement for such breach. [Rest of page intentionally left blank] DocuSign Envelope ID: 113051E2-72D3-4E9A-822F-68C1B4CACFBE 10 Eagle County Landfill Prof Serv 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 CONTRACTOR: By:________________________________ Print Name: _________________________ Title: ______________________________ DocuSign Envelope ID: 113051E2-72D3-4E9A-822F-68C1B4CACFBE Mary Valencia Vice President -CFOVice President -CFO Mary Valencia 11 Eagle County Landfill Prof Serv Final 5/14 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES DocuSign Envelope ID: 113051E2-72D3-4E9A-822F-68C1B4CACFBE EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES SCOPE OF SERVICES A.Contractor agrees to extended maintenance services for ONE law library kiosk currently installed and located at the Eagle County Sheriff’s Office. B.Contractor will furnish labor and parts or replacement equipment required to address the failure of any kiosk component during normal usage for the term of this Extended Maintenance Service Agreement. C.The Extended Maintenance Service Agreement does not cover repair or replacement of a kiosk for any of the causes or provide coverage for any losses set forth below: a.Any equipment located outside the United States of America or Canada; b.Maintenance, repair or replacement necessitated by loss or damage resulting from any cause other than normal use and operation of the Kiosk including but not limited to, theft, exposure to weather conditions, facility staff or inmate negligence, misuse, abuse, improper electrical/power supply, etc.; c.Unauthorized repairs, improper installation or attachments, transportation damage; d. Improper equipment modifications, vandalism, animal or insect infestation, rust, dust, corrosion, or acts of nature or any other peril originating from outside the product; e. Damaged or defective LCD screens when the failure is caused by abuse or is otherwise excluded herein; f.Any utilization of kiosk or related hardware that is inconsistent with either the design of the equipment or the intended use of the equipment, g. Kiosks with removed or altered serial numbers. h. Damage to computer hardware and software caused by included, but not limited to viruses, application programs, network programs, upgrades, formatting of any kind, databases, files, drivers, source code, object code or proprietary data, or any support, configuration, installation or reinstallation of any software or data by inmates or facility staff; i.Service required as a result of any alteration of the equipment or repairs made by anyone other than an authorized Contractor service provider or its Contractors; j.Kiosks with any operating system other than those originally installed and supported by Contractor; DocuSign Envelope ID: 113051E2-72D3-4E9A-822F-68C1B4CACFBE D.Contractor will attempt to repair or replace the kiosk at the customer location via technical phone support, email support or via onsite visit by an authorized Contractor systems technician, during normal business hours. 1. Otherwise, Contractor shall authorize a Return to Manufacturer Authorization (RMA). i.Contractor shall be responsible for responsible for delivery of the RMA unit to contractor and return delivery or shipment of the repaired or replacement Kiosk to the County’s facility. E.Contractor personnel providing on-site service or support within the County Detention Center must comply with all County policies and procedures for visitors and Contractors entering the facility. While on-site, Contractor personnel must abide by the rules and regulations of the County. F.CONTRACTOR SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, PROPERTY DAMAGE, LOST TIME, OR LOST DATA RESULTING FROM THE FAILURE OF ANY PRODUCT OR EQUIPMENT OR FROM DELAYS IN SERVICE OR THE INABILITY TO RENDER SERVICE. 2.COMPENSATION A.County agrees to pay Contractor a total of One Thousand Eighty Dollars and Zero Cents ($1080.00) for extended maintenance services for One kiosk. B.Payment to the Contractor will be made upon execution of this agreement. 3.TERM AND TERMINATION A.This Agreement shall commence on April 1, 2022 and unless sooner terminated will expire on March 31, 2023. B.Notwithstanding any other provision herein, County or Contractor may terminate this agreement upon thirty (30) days prior written notice to the other party. In the event that this agreement is so terminated, Contractor shall be relieved of all obligations under this agreement and shall be paid only for services actually performed and for costs incurred, whether such costs be actual or accrued, prior to termination. Upon the compliance of all conditions within this section, any remaining balance is to be returned to County. DocuSign Envelope ID: 113051E2-72D3-4E9A-822F-68C1B4CACFBE 4.COMPLIANCE WITH LAWS A.In providing the services described in this Agreement, Contractor agrees to comply with any and all applicable federal, state and local laws, statutes, rules or regulations. B.Contractor agrees to incorporate into and make part of this Agreement, by reference or by setting forth at length, at the option of the County, any and all statutes, rules and regulations and assurances made pursuant thereto, the incorporation of which may be a pre-requisite to or condition of the County’s receiving any federal or state grant or loan or other governmental assistance. 5.CONFIDENTIALITY A.Contractor shall ensure that records, names and identities of all clients including all former clients shall remain confidential, except as disclosure is permitted or required by law. 6.ASSIGNMENT AND DELEGATION A.Contractor shall have no right or power to assign, delegate, or subcontract any rights or duties pursuant to this agreement, without prior written permission of the Warden, which consent shall not unreasonably be withheld. Regardless of any assignment, delegation or subcontracting, Contractor shall remain liable to County with respect to each and every term, condition and other provision hereof to the same extent that Contractor would have been obligated if no assignment, delegation or subcontract had been made. 7.NOTICES All notices, reports and documents required under this agreement shall be in writing and shall be mailed by first class mail, postage prepaid, or sent by fax confirmed by letter, addressed as follows: As to County: Eagle County Sheriff’s Office 500 Broadway Eagle, CO 81631 Or to such other place as County may from time to time designate in writing. As to Contractor, to the address first named above or to such other place as the Contractor may from time to time designate in writing. 8.HEADINGS DocuSign Envelope ID: 113051E2-72D3-4E9A-822F-68C1B4CACFBE The headings of the several Sections of this agreement are inserted only as a matter of convenience and for reference and in no way are they intended to define, limit or describe the scope or intent of any provision of this agreement, nor shall they be construed to affect in any manner the terms and provisions hereof or the interpretation or construction thereof. 9. SEVERABILITY The parties intend and agree that if any Section, subsection, phrase, clause or other provision of this agreement, or any portion thereof, shall be held to be void or otherwise unenforceable, all other portions of this agreement shall remain in full force and effect. 10. MODIFICATION OR AMENDMENT This agreement constitutes the entire agreement of the parties on the subject matter hereof and may not be changed, modified, discharged or extended except by written amendment, duly executed by the parties. County and Contractor agree that no representations or warranties shall be binding upon the other party unless expressed in writing herein or in a duly executed amendment hereof. 11. APPLICABLE LAW This agreement shall be deemed to have been made in and shall be construed in accordance with the laws of the State of California. Colorado IN WITNESS WHEREOF, this Agreement is duly executed by the parties hereto, intending themselves to be legally bound thereby, on the day and year first above written. ATTEST TOUCH LEGAL, INC. _______________________________ ____________________________________ Name: Name: Title: Title: Eagle County Sheriff’s Office _______________________________ ____________________________________ Name: Name: Title: Title: DocuSign Envelope ID: 113051E2-72D3-4E9A-822F-68C1B4CACFBE 12 Eagle County Landfill Prof Serv Final 5/14 EXHIBIT B Insurance Certificate DocuSign Envelope ID: 113051E2-72D3-4E9A-822F-68C1B4CACFBE DocuSign Envelope ID: 113051E2-72D3-4E9A-822F-68C1B4CACFBE DocuSign Envelope ID: 113051E2-72D3-4E9A-822F-68C1B4CACFBE