On the agenda: Fairplay meeting — data center (Oct 13)

PARK COUNTY BOARD OF COMMISSIONERS
REGULAR MEETING AGENDA
TUESDAY, OCTOBER 13TH, 2026
1:00 PM CALL TO ORDER

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1:00 PM CALL TO ORDER
PLEDGE OF ALLEGIANCE
AGENDA APPROVAL
CONSENT ITEMS:
.I. APPROVAL OF VOUCHERS
.II. APPROVAL OF MINUTES
Documents:
10062026 am EDIT.pdf
CONSIDERATION AND/OR DECISION ON THE FOLLOWING ITEMS:
.I. APPROVE /DENY PROFESSIONAL SERVICE AGREEMENT RENEWAL WITH
NORTHWOODS
Documents:
Software as a Service and Master Services Agreement.pdf
.II. APPROVE/DENY 2027 RENEWAL RATES FOR PARK COUNTY GROUP
HEALTH MEDICAL PLANS
.III. APPROVE/DENY GENERATOR PREVENTATIVE MAINTENANCE SERVICES
AGREEMENT WITH THE GROPLE, LLC DBA BLUE MOUNTAIN RESERVE

Software as a Service and Master Services Agreement.pdf
.II. APPROVE/DENY 2027 RENEWAL RATES FOR PARK COUNTY GROUP
HEALTH MEDICAL PLANS
.III. APPROVE/DENY GENERATOR PREVENTATIVE MAINTENANCE SERVICES
AGREEMENT WITH THE GROPLE, LLC DBA BLUE MOUNTAIN RESERVE
Documents:
Park_County_Generator_PM_Services_Agreement.pdf
.IV. APPROVE/DENY PROFESSIONAL SERVICE AGREEMENT WITH APEX
TECHNOLOGY
Documents:
Apex Technology Systems - PSA 10.01.2026.pdf
.V. APPROVE/DENY PROFESSIONAL SERVICE AGREEMENT WITH MOUNTAIN
PALM TECHNOLOGY GROUP LLC
Documents:
MTN PALM TECH GROUP- PSA 10.01.2026.pdf
.VI. PRESENTATION OF PROPOSED 2027 BUDGET
PUBLIC HEARING(S)
PUBLIC COMMENTS
ADMINISTRATIVE SESSION
GENERAL GUIDELINES REGARDING MAKING PUBLIC COMMENTS
Written Comments: Written comments are also accepted and will be included in the
public record. Please submit these to the Commissioners’ administrative assistant no
later than the Friday before a scheduled public hearing or meeting. Comments can be
sent via email [email protected] or mailed to the Board of County
Commissioners’ office (PO Box 1373, Fairplay, CO 80440).
Documents:
General Guidelines for Public Speaking.pdf
GUIDELINES FOR REMOTE ATTENDANCE
Written comments must be submitted to the Board of County Commissioners’
administrative assistant no later than the Friday prior to the meeting or hearing to be
included in the official record. Comments can be sent via email
[email protected] or mailed to the Board of County
Commissioners’ office (PO Box 1373, Fairplay, CO 80440 ). Please refer to the Board of
County Commissioners’ Guidelines for Public Speaking for guidance in preparing your
comments.
Documents:
Guidelines for Remote Attendance.pdf
TIMES ARE APPROXIMATE. ITEMS MAY BE HEARD EARLIER OR LATER THAN SHOWN
ABOVE.
NOTE: Items May Be Added To These Agendas Up To 24 Hours Before The Scheduled Time.

Guidelines for Remote Attendance.pdf
TIMES ARE APPROXIMATE. ITEMS MAY BE HEARD EARLIER OR LATER THAN SHOWN
ABOVE.
NOTE: Items May Be Added To These Agendas Up To 24 Hours Before The Scheduled Time.
Items May Be Deleted Or Cancelled At Any Time. Please Check Website www.parkcountyco.gov
for most Updated Agendas. If You Need Further Information, Please Contact The BOCC (Board of
County Commissioners) Office At: [email protected] or call 719-836-4201.

PARK COUNTY BOARD OF COMMISSIONERS
REGULAR MEETING AGENDA
TUESDAY, OCTOBER 6TH, 2026
1:01 PM CALL TO ORDER
The meeting was called to order by Chairperson Wissel. Commissioners Amy Mitchell, Commissioner
Gemmer and Nate Osterberg legal analyst and John Evans legal counsel were present.
PLEDGE OF ALLEGIANCE
Invocation and the Pledge of Allegiance was led by Commissioner Mitchell.
AGENDA APPROVAL
Mitchell motioned to approve the agenda with the changes, Abatement hearing Julie and Anthony Lobato
withdrawing their abatement, abatement hearing Jesse and Elizabeth Zesiger postponing their hearing to
October 20th 2026. Gemmer seconded, carried 3-0.
CONSENT ITEMS:
.I. APPROVAL OF VOUCHERS
.II. APPROVAL OF MINUTES
Mitchell motioned to approve vouchers for 10/6/26, 9/29/26, 9/22/26 and minutes for 9/15/2026. Gemmer
seconded, carried 3-0.
Documents:
1. Minutes 09152026 edit.pdf
CONSIDERATION AND/OR DECISION ON THE FOLLOWING ITEMS:
.I. APPROVE/DENY RECOMMENDED REQUIREMENTS AND AUTHORIZED SIGNERS FOR THE
CSU EXTENSION BANK ACCOUNT WITH TBK BANK "COUNTY OF PARK, PARK COUNTY
EXTENSION" ACCOUNT ID "PUBLIC FUND FREE BUSXXXXXXXX9101:
Mitchell motioned to approve the removal of Lucas Meyer and Abby Schmidt and add Kurt Jones as
authorized signer for the CSU extension bank account with TBK Bank “County of Park, Park County
Extension” account ID “Public fund Free Busxxxxxxxx9101. Gemmer seconded, carried 3-0.
•

REMOVE LUCAS MEYER, COUNTY MANAGER

•

REMOVE ABBY SCHMIDT, EXTENSION DIRECTOR

•

ADD AUTHORIZED USER: KURT JONES, INTERM COUNTY EXTENSION DIRECTOR

.II. APPROVE/DENY PROPOSED CONSTRUCTION AGREEMENT WITH HIGH COUNTY HAULERS
FOR PARIS MILL REHABILITATION, SITE WORK AND WEST WING

Gemmer motioned to approve proposed construction agreement with High County Haulers for Paris Mill
rehabilitation site work and West wing. Michell seconded, carried 3-0.
Documents:
1. Pars Mill Construction Agreement .pdf
.III. CONTINUED FROM SEPTEMBER 15TH, 2026 – PER COMMISSIONER’S REQUEST APPROVE/DENY RESOLUTION RECOMMENDING CONDITIONAL USE PERMIT, ADDRESSED AS
634 COUNTY RD 62 GRANT, TO ESTABLISH A REGENERATIVE AGROTOURISM BUSINESS WITH
COMMERCIAL CAMPING
Gemmer motioned to approve Resolution 2026-50 recommending Conditional Use Permit, addressed as
634County Rd Grant. Michell seconded, carried 3-0.
•

CASE A26-0021 APPLICANTS: EMMA & BRIAN ABATA AND KELLY & STEVE MEYERS CASE
A26-0021

Documents:
1. A26-0021_BOCC-RESOLUTION.pdf
.IV. CONTINUED FROM SEPTEMBER 15TH, 2026 – PER COMMISSIONER’S REQUEST APPROVE/DENY RESOLUTION RECOMMENDING APPROVAL OF A MINOR SUBDIVISION,
ADDRESSED 1525 VENTIRE RD FAIRPLAY, CO, TO SPLIT THE 40-ACRE PARCEL INTO FIVE 8ACRE LOTS
Mitchell motioned to approve Resolution 2026-51 recommending approval of a Minor Subdivision
addressed as 1525 Venture Rd Fairplay, to split the 40-acre parcel into 5
•

CASE # PZ 2026-179; APPLICANT: ADAM & ALICIA ZWINGLER

Documents:
1. PZ 2026-0179 BOCC RESOLUTION.pdf
.V. APPROVE/DENY RESOLUTION TO DEDICATE THE RIGHT-OF-WAY SECTION CROSSING
PARCEL#2739, TARRYALL RANCHES TRACT 23 WEST HALF, ADDRESSED AS 1501 COUNTY RD
50, COMO, CO. CASE # PZ 2026-0159; APPLICANT: ED HALLEN OF BUNKS LLC
Mitchell motioned to approve Resolution 2026-52 to dedicate the Right-of-way section crossing parcel
#2739, Tarryall Ranches Tract 23 West Half, address 1501 County Road 50 Como, Case # PZ 20260159. Gemmer seconded, carried 3-0.
•

CASE # PZ 2026-0159; APPLICANT: ED HALLEN OF BUNKS LLC.

Documents:
1. PZ 2026-0159 BOCC Resolution.pdf
.VI. PRESENTATION OF 2025 AUDIT FINANCIAL STATEMENTS

April Chabot presented
ABATEMENT HEARINGS:
Julie and Anthoney Lobato have withdrawn their Abatement.
i.

JULIE AND ANTHONY LOBATO
A.
PARCEL R0049704: T07 R73 S21 SE4 SHAWNEE LOT 10, SHAWNEE, CO 80475
B.
PARCEL R0049705: T07 R73 S21 SE4 SHAWNEE LOT 11, SHAWNEE, CO 80475

Jesse and Elizabeth Zesiger have requested to postpone their hearing until October 20th 2026.
ii.

JESSE AND ELIZABETH ZESIGER
A.
PARCEL R0043699: 4279 CAHOKIA ST HARTSEL, CO 80449
B.
PARCEL R0048928: T15 R75 S12 NE4 HARTSEL RANCH UNIT 081 LOT 4275,
HARTSEL, CO
C.
PARCEL R0048929: T15 R75 S12 NE4 HARTSEL RANCH UNIT 081 LOT 4276,
HARTSEL, CO
D.
PARCEL R0048930: T15 R75 S12 NE4 HARTSEL RANCH UNIT 081 LOT 4277,
HARTSEL, CO
E.
PARCEL R0048931: T15 R75 S12 NE4 HARTSEL RANCH UNIT 081 LOT 4278,
HARTSEL, CO
F.
PARCEL R0048932: T15 R75 S12 NE4 HARTSEL RANCH UNIT 081 LOT 4280,
HARTSEL, CO

PUBLIC HEARING(S)
.I. REMOVAL OF COUNTY APPOINTED ADVISORY BOARD PLANNING COMMISSION BOARD
MEMBER - CURRENT CHAIR – CYNDIE SHERIFF
Cyndie Sherriff presented
Garrison Genschorck spoke
Heather Prewitt spoke
Daniel Garner spoke
Kevin Spencer spoke
Lynda James
Michell motioned to close public comments. Gemmer seconded, carried 3-0.
Wissel read into the record the letter that was emailed to Cyndie Sherriff.
Wissel motioned to table removal of Cyndie Sherriff until October 20th 2026. Gemmer seconded, carried
3-0.
PUBLIC COMMENTS
Scott Dodge
Heather Prewitt
Gemmer motioned to close public comments. Mitchell seconded, carried 3-0.
ADJOURN

Mitchell motioned to adjourn the meeting at 2.49pm. Gemmer seconded, carried 3-0.
ADMINISTRATIVE SESSION
GENERAL GUIDELINES REGARDING MAKING PUBLIC COMMENTS
Written Comments: Written comments are also accepted and will be included in the public record. Please
submit these to the Commissioners’ administrative assistant no later than the Friday before a scheduled
public hearing or meeting. Comments can be sent via email [email protected] or
mailed to the Board of County Commissioners’ office (PO Box 1373, Fairplay, CO 80440).
Documents:
1. General Guidelines for Public Speaking.pdf
GUIDELINES FOR REMOTE ATTENDANCE
Written comments must be submitted to the Board of County Commissioners’ administrative assistant no
later than the Friday prior to the meeting or hearing to be included in the official record. Comments can be
sent via email [email protected] or mailed to the Board of County
Commissioners’ office (PO Box 1373, Fairplay, CO 80440 ). Please refer to the Board of County
Commissioners’ Guidelines for Public Speaking for guidance in preparing your comments.
Documents:
1. Guidelines for Remote Attendance.pdf
TIMES ARE APPROXIMATE. ITEMS MAY BE HEARD EARLIER OR LATER THAN SHOWN ABOVE.
NOTE: Items May Be Added To These Agendas Up To 24 Hours Before The Scheduled Time. Items May
Be Deleted Or Cancelled At Any Time. Please Check Website www.parkcountyco.gov for most Updated
Agendas. If You Need Further Information, Please Contact The BOCC (Board of County Commissioners)
Office At: [email protected] or call 719-836-4201.

SOFTWARE AS A SERVICE & MASTER SERVICES AGREEMENT

This Software as a Service & Master Services Agreement (hereinafter referred to as “Agreement”) is made and
entered when fully executed by signatures of both parties (“Effective Date”) by and between Northwoods
Consulting Partners, Inc., an Ohio corporation with its principal offices at 5200 Rings Road, Suite 100, Dublin,
Ohio 43017, USA, (hereinafter referred to as “Northwoods”), and Park County Board of County Commissioners
(hereinafter referred to as “You” “Your” or “User”).
1) Definitions regarding Traverse software. As used in this Agreement, the following definitions apply to
capitalized terms:
a) “Aggregate/Anonymous Data” means: (i) data generated by aggregating Your Data with other data so that
the results are non-personally identifiable with respect to You or your customers; and (ii) anonymous
learning, logs, and data regarding the use of the Services.
b) “Application” means the application program Traverse, with the functionality described in the
Documentation, including modifications, revisions, upgrades, updates, and enhancements, if any.
c) “Charges” means the amounts to be paid by You for the right to use any of the applicable Application,
Software, Services and/or hardware or other Third-Party Products under the terms of this Agreement. The
Charges are described in Attachment A and the payment schedule for these Charges are defined in Schedule
A1.
d) “Documentation” means Northwoods’ and any Third-Party electronic user guides, documentation, and help
and training materials, as updated from time to time.
e) “Monthly Active User” or “MAU” means the number of individuals who are authorized by Northwoods to
access and login to the Application at least once in a calendar month based upon the terms of the particular
subscription plan or pricing tier paid to Northwoods, as further specified in Attachment A.
f) “Northwoods Software” means the Application, as well as any other proprietary, Northwoods-branded,
computer programs, in object code form, and their associated documentation.
g) “Service Level Agreement” or “SLA” defines the terms under which the Software will be available to You,
as defined in Schedule C1.
h) “Services” means the professional services that are ordered by and paid by You.
i) “Software” means collectively the Application, Northwoods Software, and any Third-Party Products.
j) “Subscription Date” means August 1, 2026.
k) “Support Services” means the support services to be provided by Northwoods in accordance with
Attachment C.
l) “Third Party Products” means any product or software program acquired by Northwoods from an outside
vendor on Your behalf under the terms of this Agreement.
m) “Your Data” means electronic data and information submitted by You or for You to the Services or
collected and processed by or for You using the Services.
n) “Your Database” means a collection of data records that are maintained as a single logical area that is used,
accessed, or acted upon by You.
2) Definitions regarding Grove. As used in this Agreement, the following definitions apply to capitalized terms:
a) “Charges” means the amounts to be paid by County for Grove. The Charges and the payment schedule for
these Charges are defined in the attached Proposal and Schedule A1.
b) “Grove” is defined in Attachment D.
c) “Grove Data” means electronic data and information submitted by You for Grove.
d) “Ticket” means a request from County for one task to be completed by a Northwoods’ case aide by a
particular date on behalf of County’s employee for a specific County client. A ticket will be counted towards
the total consumption once Northwoods begins any work on the ticket. A ticket does not include any work
that is beyond the scope of Grove services outlined in the Proposal. Northwoods shall have the discretion
to deny or cancel any ticket it deems as beyond the scope of the Proposal or Northwoods’ capabilities.
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3) Northwoods’ Responsibilities. Northwoods will (i) make the Software available to You pursuant to this
Agreement; (ii) provide our Support Services to You, as described more fully in Attachment C; and (iii)
provide Grove to County pursuant to the attached Proposal, as described more fully in Attachment D. The
Proposal shall be incorporated into this agreement and shall provide the start date and end date for Grove for
said Proposal.
4) County Responsibilities You will (i) ensure Northwoods’ case aides have access to all data (“County Data”),
systems, et al. which are necessary for Grove delivery; (ii) will solely make all case related decisions in services,
recommendations, etc. to the court and to their clients; (iii) abide by the Proposal to ensure Grove commences
timely; (iv) ensure compliance with all statutes, rules, regulations, procedures and policies. You must allow
Northwoods to create a case study once Grove, in Northwoods’ sole discretion, is satisfactory and providing
measurable value. You must allow other customers of Northwoods to call You to discuss Grove, provided any
such calls are of minimal disruption to Your activities and any such caller receives advance approval from You
for such contact. You agree to be referenced as a user of Northwoods Grove in any of Northwoods’ marketing
and proposal documents.
5) Term.
a) This Agreement commences on the Effective Date and continues until all User Subscriptions granted in
accordance with this Agreement have expired or have been terminated.
b) User Subscriptions. User subscriptions commence on the Subscription Date specified and continue for a
period of one (1) year.
6) Charges and Payment Terms.
a) You agree to pay Northwoods the Charges at the times and in the amounts set forth in Schedule A1.
b) Invoices are payable net thirty (30) days after receipt of invoice. Failure to remit timely payment of any
invoice may result in Northwoods ceasing work on the initial implementation and/or ceasing to provide the
Software, or Services.
c) Any delay in any project (initial implementation or additional projects) that is the direct result of Your
failure to comply with the terms of this Agreement, any Amendments and any of its Attachments or
Schedules will result in Northwoods ceasing work and will require You to reimburse Northwoods’ actual
costs incurred as a result of said delay and/or losses flowing from the delay.
7) Usage Limits and Compensation.
a) Generally.
i) Usage of the Application is monitored on a continuous basis. Northwoods will determine excessive
usage based upon average monthly usage during a look back period of 12 months from the date of
invoice for the annual subscription fee. Northwoods reserves the right to increase fees for prospective
years if the usage exceeds the contracted amount of MAUs.
b) You may not reduce the committed number of MAUs during the Subscription Term. You are not entitled
to any refund of fees paid or relief from fees due if the number of MAUs is actually less than the volume
ordered.
8) Taxes. Fees are exclusive of taxes, and You will promptly pay or reimburse Northwoods for all taxes arising
out of this Agreement, whether or not Northwoods provided prior notice of, or invoiced, any such taxes to You.
For purposes of this Agreement, “taxes” means any sales, use, and other taxes (other than taxes on Northwoods’
income), export and import fees, customs duties, and similar charges applicable to the transactions contemplated
by this Agreement that are imposed by any government or other authority. If You are required to pay or withhold

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any tax in respect of any payments due to Northwoods hereunder, You will gross up payments actually made
such that Northwoods receives sums due hereunder in full and free of any deduction for any such tax. If You
are legally entitled to an exemption from the payment of any taxes, You will promptly provide Northwoods
with legally sufficient tax exemption certificates for each taxing jurisdiction for which it claims exemption.
9) You acknowledge and understand that the output of the Application is not intended to replace human discretion,
decision-making or research, but is to be used as a guidance tool only. The Application may use artificial
intelligence (“AI”) to generate, analyze, or assist in producing content (“AI-Generated Content”). While
Northwoods strives to ensure the reliability and relevance of AI-Generated Content, it may be incomplete or
inaccurate. You acknowledge that AI-Generated Content is provided “as is” and agree that any reliance on it is
at Your own risk. Northwoods shall not be liable for any direct, indirect, incidental, or consequential damages
arising from the use or reliance on AI-Generated Content. You remain solely responsible for reviewing,
verifying, and making decisions based on such content. You further acknowledge and understand that the Grove
provided by Northwoods is not intended to replace decision-making required by Your state statutes, rules,
procedures, et al. but is to be used as administrative help only.
10) Ownership.
a) Your Data shall be considered confidential information and remains Your sole and exclusive property.
Notwithstanding the foregoing, and subject to Section 11 below, You grant Northwoods a limited,
revocable, royalty-free license to use Your Data only for the purpose of providing and continually
improving and refining the Application. The license grant includes a license to store, transmit, maintain,
and display Your Data only to the extent necessary to provide the Application to You.
b) Customizations. Any customization of Northwoods Software specifically for You or at Your request is
owned by You, with all rights, title, and interest to such customization being assigned to You. For such
customizations, You grant Northwoods a worldwide, non-exclusive, royalty-free, perpetual license to use,
modify, and distribute such customization(s) for its own business purposes and for use with other customers.
c) Aggregate/Anonymous Data. You agree that Northwoods will have the right to generate
Aggregate/Anonymous Data. Notwithstanding anything to the contrary herein, the Parties agree that
Northwoods may use Aggregate/Anonymous Data for any business purpose during or after the term of this
Agreement (including without limitation to develop and improve Northwoods’ products and services and
to create and distribute reports and other materials). Northwoods will not distribute Aggregate/Anonymous
Data in a manner that personally identifies You or your customers.
d) Feedback. If You elect to provide any feedback, suggestions, comments, improvements, ideas, or other
information to Northwoods regarding the Northwoods Software (“Feedback”), you acknowledge that the
Feedback is not confidential, and you authorize Northwoods to use that Feedback without restriction and
without payment to you. Accordingly, you hereby grant to Northwoods a nonexclusive, royalty-free, fully
paid, perpetual, irrevocable, transferable, and fully sublicensable right to use the Feedback in any manner
and for any purpose.
11) Privacy. You are aware and agree that Northwoods may, as part of the normal operation and support of the
Northwoods Software, collect information related to the use of the Northwoods Software, through tracking and
other technologies. Northwoods does so to gather usage statistics and information about the effectiveness of
our products for the purpose of improving user experience.
12) Publicity. You authorize Northwoods to identify You as a client, and to use Your name and logo in any of
Northwoods’ mutually agreed to advertising copy, promotional material, and/or press releases. If this agreement
is terminated pursuant to Section 13, Northwoods shall cease using You name and logo in any advertising copy,
promotional material, and/or press releases.

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13) Termination.
a) If either Party is in default of any of its material obligations hereunder and has not commenced cure within
ten (10) days and effected cure within thirty (30) days of receipt of written notice of default from the other
Party, then this Agreement may be terminated.
b) In the event of termination, You shall be responsible for payment for all outstanding Charges and any
Services rendered by Northwoods through the date of termination. No refunds shall be provided for any
already paid subscription amounts.
c) Upon termination of this Agreement for any reason, You shall immediately (i) discontinue any and all use
of the Software and Documentation; and (ii) either (A) return the Documentation to Northwoods, or (B)
with the prior permission of Northwoods, destroy the Documentation and certify in writing to Northwoods
that You have completed such destruction. Further, upon termination of this Agreement, Northwoods may
immediately deactivate Your account.
d) Upon request, within thirty (30) days of the date of termination of this Agreement by either Party,
Northwoods will provide You with all content, via electronic download, in the original format in which it
was collected (e.g. jpeg or mp3) at no additional cost to County. After the thirty (30) day period,
Northwoods will have no obligation to maintain or provide Your Data and will thereafter delete or destroy
all copies of Your Data in Northwoods’ possession or control, unless legally prohibited. Any subsequent
data exports can be provided to You at an additional cost.
14) Warranties.
a) Each party represents and warrants that it has the legal power to enter into this Agreement. Northwoods
warrants: (i) the Software will substantially conform in all material respects with the applicable
Documentation; (ii) Northwoods further represents and warrants that it has all rights required to provide
the Software to You and that to the best of Northwoods’ knowledge the Software does not infringe upon or
violate the United States patent rights of any third party or the copyright or trade secret right of any third
party; and (iii) the functionality of the Software will not be decreased from that available as of the Effective
Date.
b) If any modifications, additions, or alterations of any kind or nature are made to the Software by You or
anyone acting with Your consent or under Your direction, all warranties will immediately terminate.
c) NORTHWOODS HEREBY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS,
WHETHER EXPRESS, IMPLIED OR STATUTORY, WHETHER IN RELATION TO THE
SOFTWARE, HARDWARE, OR THE PROVISION OF ANY SERVICES INCLUDING, BUT NOT
LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF
MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE OR ARISING BY TRADE
USAGE OR COURSE OF DEALING.
15) Limitation of Liability. NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT
ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY
YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO
EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS
AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. THE ABOVE
LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND
REGARDLESS OF THE THEORY OF LIABILITY. In no event shall either Party be liable for any special,
incidental, punitive, indirect, or consequential damages whatsoever arising out of or in any way related to the
Software or Services even if Northwoods has been advised of the possibility of such damages.

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16) Indemnification.
a) IP Indemnification. In the event of any claim by a third party against You (the “IP Claim”), alleging that
the use of the Northwoods Software infringes upon any intellectual property rights of such third party, You
will notify Northwoods and/or its insurer(s) of the IP Claim in writing within five (5) business days of the
receipt of the IP Claim and tender sole control of the IP Claim to Northwoods and/or its insurer(s) and
Northwoods will defend such IP Claim in Your name at Northwoods’ expense, and will indemnify You
against any liability actually paid by You, including but not limited to reasonable attorneys’ fees and
disbursements arising out of such IP Claim, to the extent that Northwoods’ insurance policies provide
coverage for such indemnification obligation. Northwoods’ indemnification obligation set forth in this
section is strictly limited to the coverage afforded such indemnification obligation pursuant to the terms of
Northwoods’ insurance policies. In the event such an infringement is found and Northwoods cannot either
procure the right to continued use of the Northwoods Software or replace or modify the Northwoods
Software with a non-infringing program, then Northwoods may terminate this Agreement. Notwithstanding
the foregoing, Northwoods shall have no obligation to defend or indemnify You, and Northwoods will be
defended and indemnified by You with respect to any IP Claim, to the extent that the IP Claim is based
upon (i) the negligence or willful misconduct of You; (ii) the use of the Northwoods Software in
combination with other products or services not made or furnished by Northwoods, provided that the
Northwoods Software alone is not the cause of such IP Claim; or (iii) the modification of the Northwoods
Software or any portion thereof by anyone other than Northwoods, provided that the Northwoods Software
in unmodified form is not the cause of such IP Claim.
17) Confidentiality.
a) Each party (including its employees and agents) will use the same standard of care, but in no event less than
reasonable care, that it uses to protect any confidential information of the other party that is disclosed during
negotiation or performance of this Agreement.
b) You will take adequate steps and security precautions to prevent unauthorized disclosure of information
which is proprietary to Northwoods and/or the owner of the Third-Party Products. This includes but is not
limited to: (i) instructing Your employees that have access to such information not to copy or duplicate the
same or any part thereof and to withhold disclosure or access or reference thereto from unauthorized third
parties; and (ii) maintaining proper control of passwords and security procedures to prevent unauthorized
access to Your Database.
18) Marketing Support. All Marketing Support requirements outlined below will survive termination of this
Agreement and will remain valid requirements for a period of three (3) years thereafter. Licensee must allow
Northwoods to create a case study once the Northwoods Software, in Northwoods’ sole discretion, is
satisfactory and providing measurable value. Licensee will participate in presentations provided the
implementation is, in Northwoods sole discretion, satisfactory, and an employee of Licensee is available.
Licensee must allow other customers of Northwoods to call Licensee to discuss the implementation, provided
any such calls are of minimal disruption to Licensee’s activities and any such visitor or caller receives advance
approval from Licensee for such contact. Licensee agrees to be referenced as a user of the Northwoods Software
in any of Northwoods’ marketing and proposal documents once the Northwoods Software, in Northwoods’ sole
discretion, is providing measurable value.
19) Notices. All official notifications, including but not limited to, termination of this Agreement must be sent to
the other Party’s authorized representative as indicated in the signature line. All notices required under this
Agreement will be in writing and deemed delivered upon: (1) personal delivery; (2) three (3) days subject to
being posted with the U.S. registered or certified mail, return receipt requested; or (3) two (2) days after deposit
with a commercial express air courier specifying next day delivery, with verification of receipt.

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20) Web Accessibility Compliance Requirements. Northwoods agrees to provide Services in a manner that ensures
the Customer’s full compliance with applicable web accessibility requirements set forth in C.R.S. 24-34-802
and associated regulations, as may be amended from time to time.
21) Neither Party shall assign this Agreement (or assign any right or delegate any obligation contained herein
whether such assignment is of service, of payment or otherwise) without the prior written consent of the other
Party hereto. Any such assignment without the prior written consent of the other Party hereto shall be void.
22) This Agreement shall be binding upon all parties hereto and upon their respective heirs, executors,
administrators, successors, and permitted assigns.
23) This Agreement shall not be modified in any manner except by an instrument, in writing, executed by all parties
to this Agreement.
24) This Agreement and any claim, action, suit, proceeding, or dispute arising out of this Agreement shall in all
respects be governed by, and interpreted in accordance with, the substantive laws of the State of Colorado
without regard to its conflicts of laws provisions. Venue and jurisdiction for any action, suit, or proceeding
arising out of this Agreement shall vest exclusively in the federal or state courts of general jurisdiction in Park
County, Colorado.
25) If any term or provision of this Agreement shall be held invalid or unenforceable, the remainder of this
Agreement, or the application of such term or provision to persons or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Agreement
shall be valid and enforced to the fullest extent permitted by law.
26) Nothing in this Agreement is intended to, or shall be deemed to constitute a partnership, association or joint
venture between the parties in the conduct of the provisions of this Agreement. Northwoods shall at all times
have the status of an independent contractor.
27) If by reason of force majeure either party is unable in whole or in part to act in accordance with this Agreement,
the party shall not be deemed in default during the continuance of such inability. The term “force majeure” as
used herein shall include without limitation: acts of God; strikes or lockout; acts of public enemies;
insurrections; riots; epidemics; lightning; earthquakes; fire; storms; flood; washouts; droughts; arrests; restraint
of government and people; civil disturbances; and explosions. Each party, however, shall remedy with all
reasonable dispatch any such cause to the extent within its reasonable control which prevents the party from
carrying out its obligations contained herein.
28) Any waiver by either party of any provision or condition of this contract shall not be construed or deemed to
be a waiver of any other provision or condition of this Agreement, nor a waiver of a subsequent breach of the
same provision or condition.
29) This Agreement may be executed in one or more identical counterparts, each of which shall be deemed an
original but all of which together shall constitute but one and the same instrument. This Agreement may also
be executed electronically. Delivery of an executed counterpart of this Agreement by either electronic means
or by facsimile shall be as effective as a manually executed counterpart.

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30) This Agreement sets forth the entire agreement of the Parties and supersedes all prior or contemporaneous
writings, negotiations, and discussions with respect to the subject matter hereof.
31) Colorado Governmental Immunity Act. User, by entering into this Agreement, does not waive any rights or
protections it may have under the Colorado Governmental Immunity Act, C.R.S. § 24-10-101 et seq.
32) TABOR. As required by Article X, Section 20 of the Colorado Constitution, any obligation of User not
performed in the current fiscal year shall be subject to annual appropriation of funds by User’s governing body.
Should sufficient funds not be appropriated for User’s performance in future fiscal years this Agreement shall
terminate and be of no further force or effect.
33) Third Parties. There are no intended third-party beneficiaries to this Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by their duly authorized
officials, this Agreement in duplicate, each of which shall be deemed an original, as of the date first above written.

Park County Board of County Commissioners:

_________________________________________
Signature
_________________________________________
Name, Title
_________________________________________
Date

NORTHWOODS CONSULTING PARTNERS, INC.:
_________________________________________
Signature
Jill Nemoir, President & CEO
Name, Title
_________________________________________
Date

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ATTACHMENT A
This page intentionally left blank.

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SCHEDULE A1
Payment Terms

DESCRIPTION
Traverse Subscription – 10 MAUs
Year 1 – Due on or before Subscription Date

AMOUNT DUE
$24,554.25

Grove Subscription – 250 Tickets
Northwoods will invoice You in equal installments of $1,000 at the end
of each month for Grove from August 1, 2026 – July 31, 2027*
$12,000.00
* Details regarding Grove pricing and payment are described in Attachment D.

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ATTACHMENT B
Terms of Service

1) USAGE GRANT:
a) Northwoods grants to You, for the Subscription Term, a non-exclusive, non-assignable (except as herein
provided), non-transferable, right to access and use, and permit its Users to access and use, the Northwoods
Software, in accordance with the Documentation, subject to the specified number of MAUs and solely for
use by You in Your ordinary course of business, and only for capturing, storing, processing and accessing
Your Data. You shall not make any use of the Northwoods Software in any manner not expressly permitted
in this Attachment B.
b) You acknowledge and understand that the Northwoods Software is available for use only during the term
of this Agreement (as defined in the Software as a Service Agreement).
c) You agree: (1) not to remove any Northwoods’ notices in the Northwoods Software or Documentation; (2)
not to sell, transfer, rent, distribute, make available, lease or sub-license the Software or Documentation to
any third party; (3) not to alter or modify the Northwoods Software or Documentation; (4)attempt to gain
unauthorized access to the Software or its related systems or networks(5) not to reverse engineer,
disassemble, decompile or attempt to derive source code from the Northwoods Software; and (6) not to
prepare derivative works from the Northwoods Software or Documentation.
d) You may not assign, transfer or sublicense all or part of Your rights without the prior written consent of
Northwoods; provided that Northwoods agrees that such consent shall not be unreasonably withheld in the
case of any assignment by You of Your rights in their entirety to the surviving entity of any merger or
consolidation or to any purchaser of substantially all of Your assets that assumes in writing all of Your
obligations and duties under this Attachment B.
e) The Northwoods Software may be bundled with software owned by third parties. Such third party software
is available for use solely within the Northwoods Software and is not to be used on a stand-alone
basis. Notwithstanding the above, You acknowledge that the Northwoods Software may include open
source software governed by an open source license, in which case the open source license may grant you
additional rights to such open source software.
2) OWNERSHIP:
a) Notwithstanding the ownership of any customization made to the Northwoods Software for User or at
User’s request, Northwoods and its licensors retain all right, title, and interest in and to the Northwoods
Software and related documentation and materials, including, without limitation, any and all worldwide
copyrights, patents, trade secrets, trademarks and proprietary and confidential information rights in or
associated with the Northwoods Software. The Northwoods Software is protected by copyright laws and
international copyright treaties, as well as other intellectual property laws and treaties. No ownership rights
in the Northwoods Software are transferred to You. You agree that nothing in this Agreement or associated
documents gives You any right, title or interest in the Northwoods Software, except for the limited express
rights granted herein.
b) You (i) are responsible for the accuracy, quality, and legality of Your Data and the means by which You
acquired Your Data, (ii) Your use of Your Data with the Software; and (iii) must use commercially
reasonable efforts to prevent unauthorized access to or use of the Northwoods Software and notify
Northwoods promptly of any such unauthorized access or use.
3) CUSTOMER RESPONSIBILITIES:

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a) In order to use the Northwoods Software, You must have or must obtain access to the internet, either directly
or through devices that access Web-based Content. You must also provide all equipment necessary to make
(and maintain) such connection to the internet.
b) You agree to provide at least one (1) "System Administrator" responsible for the administration, supervision
and management of the Software.
c) You will provide and assign a unique password and usernames to each authorized user. You acknowledge
and agree that You are prohibited from sharing passwords and or usernames with unauthorized users. You
will be responsible for the confidentiality and use of Your (including Your employees’) passwords and
usernames. You agree to notify Northwoods if You become aware of any loss or theft or unauthorized use
of any of Your passwords, usernames, and/or account number.

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ATTACHMENT C
Ongoing Support

SUPPORT CENTER ACCESS
Ongoing support services are provided via Northwoods Support Center and generally will be available during the
hours of 7:00 a.m. to 5:00 p.m., in the applicable time zone for the User, Monday through Friday, excluding
Northwoods’ holidays, or as otherwise provided by Northwoods to its end users in the normal course of its business,
either by telephone or Northwoods Customer Portal, in accordance with the severity levels described below.
ESCALATION / SEVERITY LEVELS
Issues will be generally categorized and handled according to an assigned severity level, as follows:
Severity Level

Description and Examples

Level 1 – High

Critical production issue affecting all users, including system unavailability and data
integrity issues with no workaround available

Level 2 – Medium

System performance issue or bug affecting some but not all users. Short-term workaround
is available, but not scalable

Level 3 – Low

Inquiry regarding a routine technical issue; information requested on application
capabilities, navigation, installation or configuration; bug affecting a small number of
users. Reasonable workaround available. Resolution required as soon as reasonably
practicable

For Severity Level 1 issues, Users must call the Support Center.
For Severity Levels 2 and 3, Users should submit cases over the Web via the Northwoods Customer Portal.
Upon case submission, Users will be asked to provide their organization name, contact information and case details,
and each case will be assigned a unique case number. A Northwoods Representative will use commercially
reasonable efforts to call or e-mail the User within one (1) business day and will use commercially reasonable
efforts to promptly resolve each case. Actual resolution time will depend on the nature of the case and the resolution.
A resolution may consist of a fix, workaround or other solution in Northwoods’ reasonable determination.
Reproducible errors that cannot promptly be resolved will be escalated to higher support tiers for further
investigation and analysis.
TELEPHONE SUPPORT
The Telephone Support phone number is 833-323-2637
SUBMITTING A CASE
Users may log a case as follows:
1. For Severity Levels 2 and 3 issues, use the Northwoods Customer Portal at
https://portal.teamnorthwoods.com to click the “New Case” button and provide the requested
information.
2. For Severity Level 1 issues, Users must call the Support Center.
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REPRODUCING ERRORS
Northwoods must be able to reproduce errors in order to resolve them. Customer agrees to cooperate and work
closely with Northwoods to reproduce errors, including conducting diagnostic or troubleshooting activities as
reasonably requested and appropriate. Also, subject to Customer's approval on a case-by-case basis, Users may be
asked to provide remote access to their account and/or desktop system for troubleshooting purposes.
EXCLUSIONS
Ongoing Support does not include any of the following:
•
•
•
•
•
•

Assistance with password resets. Users should click the“Don’t remember your password?” link on the login
page or contact their system administrator;
Assistance with username(s). Users should contact their system administrator;
Assistance with lockouts due to incorrect login attempts. Users should contact their system administrator
to unlock the account, or wait for the lockout period to expire;
Assistance in developing User-specific customizations;
Assistance with non-Northwoods products, services or technologies, including implementation,
administration or use of third-party enabling technologies such as databases, computer networks or
communications systems; or
Assistance with installation or configuration of hardware, including computers, hard drives, networks or
printers.

Northwoods is also not responsible for providing, nor obligated to provide, support services under this Agreement
if User requested integration services and changes are made to the source data subsequent to Northwoods
performing the integration services. This includes, but is not limited to, (i) making changes to the format of the
source data; (ii) changing, removing, or introducing new APIs; (iii) changing, removing, or introducing an enterprise
service bus; and (iv) changing, removing, or introducing direct database access. Any request by User for
Northwoods to support such an instance is available at the sole discretion of Northwoods and Northwoods reserves
the right to bill for any such request on a time and materials basis at Northwoods’ then-current rates.
DOCUMENTATION AND VIDEOS
Where applicable, all pertinent product documentation is available through the application’s help feature and/or
Northwoods Customer Portal. Fully searchable and regularly updated, product documentation and videos provide
customers with specifics around product features, functionality, configurable settings, and product updates.

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SCHEDULE C1
Service Level Agreement
Service Commitment
This Service Level Agreement (SLA) applies to You because you have contracted for web-based software and/or
infrastructure hosting services (“Hosting Services”).
Northwoods will use commercially reasonable efforts to make its Hosting Services available with a monthly System
Availability Percentage (defined below) of at least 99.9% (“Service Commitment”).
Definitions
“System Availability Percentage” is calculated by subtracting from 100% the percentage of minutes during the
month in which the Hosting Services were Unavailable to You. System Availability Percentage measurements
exclude downtime resulting directly or indirectly from any Hosting Services Exclusion (defined below).
“Scheduled Downtime” equals the aggregate total of all minutes of planned and scheduled maintenance performed
during the month to perform any necessary hardware, operating system, network, database, application software
maintenance, repair, upgrades, and updates. Northwoods will work with You to determine and use commercially
reasonable efforts to schedule any such downtime after regular business hours, during times that minimize the
disruption to operations. The amount of Scheduled Downtime may vary from month to month depending on the
level of change to the system.
“Unavailable” and “Unavailability” mean all of your running instances have no external connectivity.
Service Credits
Service credits are calculated as a percentage of the total charges paid by You annually for the Hosting Services,
divided by twelve (12) to determine the credit for the month in which the Unavailability occurred.
In the event Northwoods does not meet the Service Commitment, You may be eligible to receive a 10% service
credit. Northwoods will apply any such service credit only against future Hosting Services payments otherwise due
from You. Service credits will not entitle You to any refund or other payment from Northwoods. Service credits
may not be transferred or applied to any other account You may have with Northwoods. Unless otherwise provided,
Your sole and exclusive remedy for any Unavailability, non-performance, or other failure by Northwoods to provide
the Hosting Services is the receipt of a service credit in accordance with the terms of this SLA.
Credit Request and Payment Procedures
To receive a service credit, You must submit a claim by contacting the Northwoods Support Center. To be eligible,
the credit request must be received by us by the end of the calendar month after which the incident occurred and
must include:
•
•
•

The words “SLA Credit Request” in the subject line;
The dates and times of each Unavailability incident that you are claiming;
Your request logs that document the errors and corroborate your claimed outage.

If the System Availability Percentage of such request is confirmed by Northwoods and is less than the Service
Commitment, then Northwoods will issue the service credit to You and will apply such credit against your next
annual invoice for Hosting Services. Your failure to provide the request and other information as required above
will disqualify You from receiving a service credit.
Hosting Services Exclusions
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The Service Commitment does not apply to any Unavailability, suspension, or termination of Hosting Services: (i)
caused by factors outside of our reasonable control, include any force majeure event or internet access or related
problems beyond the demarcation point of the hosting data center; (ii) that result from any actions or inactions of
You or a third party, including failure to acknowledge a recovery volume; (iii) that result from Your equipment,
software, or other technology and/or third party equipment, software or other technology (other than third party
equipment within our direct control); or (iv) that are due to any Scheduled Downtime (collectively, the “Hosting
Services Exclusions”). If availability is impacted by factors others than those used in our System Availability
Percentage calculation, then we may issue a service credit considering such factors at our discretion.

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ATTACHMENT D
See attached

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GENERATOR PREVENTIVE MAINTENANCE SERVICES AGREEMENT
Park County Generator Fleet — 2026 Annual Service
This Generator Preventive Maintenance Services Agreement (the “Agreement”) is entered into as of the date of the last
signature below (the “Effective Date”) by and between the Board of County Commissioners of the County of Park, State
of Colorado, whose address is 1295 Castello Avenue, Fairplay, Colorado 80440 (the “County”), and The Grople, LLC,
doing business as Blue Mountain Reserve, a Colorado limited liability company whose address is 1328 W Pikes Peak
Ave, Colorado Springs, Colorado 80904 (“Contractor”). The County and Contractor are each a “Party” and together the
“Parties.”

Recitals
The County owns and operates standby generators and automatic transfer switches at County facilities, including
emergency power supply systems serving 911 communications, the Sheriff’s Office and Jail, and a remote
communication site. The County desires to obtain annual preventive maintenance services for these generators, and
Contractor is qualified and willing to provide those services on the terms set out below. The Parties therefore agree as
follows.

Terms
1. Scope of Services. Contractor shall perform one Major A preventive maintenance service on each of the sixteen (16)
generator sets identified in Exhibit A, at the fourteen (14) locations listed there, in accordance with the scope described
in Exhibit A (the “Services”). Contractor shall furnish all labor, tools, equipment, transportation, and the parts and fluids
listed on the applicable Quotation.
2. Quotations Incorporated. Contractor’s Quotations S00456, S00459–S00464, S00466–S00471, and S00478 (the
“Quotations”) are incorporated into this Agreement by reference. If a Quotation conflicts with this Agreement, this
Agreement controls. Without limiting the foregoing: (a) the expiration date shown on each Quotation is superseded,
and pricing remains valid for the Term; (b) the statement “prices are those in effect at the time of service” does not
apply to the Services priced in Exhibit B; and (c) where a Quotation includes an ATS Transfer Test line, transfer switch
testing is part of the Services for that location notwithstanding any scope language stating that transfer switch testing is
quoted separately.
3. Term. This Agreement begins on the Effective Date and ends twelve (12) months later, unless terminated earlier
under Section 14 (the “Term”). Contractor will make reasonable efforts to complete all Services by November 30, 2026,
subject to weather, road conditions, and site access. Any renewal or extension requires a written amendment signed by
both Parties, and pricing for any renewal period will be established in that amendment.
4. Scheduling and Access. Contractor will schedule the Services with the County’s designated contact at least five (5)
business days in advance. Contractor intends to group locations into combined service trips as reflected in the trip
charges shown in Exhibit B. The County shall provide safe and timely access to each generator and transfer switch,
including keys, gate codes, escorts, and any required security clearance. Because transfer tests momentarily interrupt
power to connected loads, the County shall coordinate each test with affected operations, including 911 dispatch and
Jail staff, before the scheduled visit. If Contractor arrives as scheduled and cannot perform the Services because access
is unavailable or the site is unreachable, the return visit will be billed at the applicable trip charge in Contractor’s thencurrent rate schedule.
5. Sacramento Communication Site. The County is responsible for informing Contractor of road, seasonal, and access
conditions at the Sacramento Communication Site before scheduling. The ATS Transfer Test ($125.00) on Quotation
S00478 will be removed and not billed if no automatic transfer switch is present at that site.
6. Service Reports. For each generator serviced, Contractor will provide a written service report documenting findings,
readings, parts and fluids replaced, and completed work. Reports for emergency power supply systems are intended to
Park County / Blue Mountain Reserve — Generator PM Services Agreement — Page 1 of 7

support the County’s maintenance records under NFPA 110; the County remains responsible for any testing or
recordkeeping obligations beyond the Services.
7. Compensation. The County shall pay Contractor for the Services at the prices stated in Exhibit B. The total
compensation for the Services shall not exceed Thirteen Thousand Twenty-Six Dollars and Ninety-One Cents
($13,026.91), exclusive of Additional Work approved under Section 8.
8. Additional Work. If Contractor identifies needed repairs or other work outside the Services, Contractor will document
the condition and provide a written quotation. Except for battery replacement under Section 8.1, Contractor shall not
perform Additional Work without the County’s prior written approval, which may be given by email from the County’s
designated contact or by purchase order. Approved Additional Work performed during a visit that already carries a trip
charge will be billed at Contractor’s current service rates plus parts, without a second trip charge. Additional Work
requiring a separate visit will include the applicable trip charge.
8.1 Pre-Authorized Battery Replacement. Because a generator cannot be serviced or tested with a dead battery,
Contractor will carry replacement batteries on its service vehicle. The County authorizes Contractor, without
further approval, to replace any generator starting battery that is dead, cannot hold a charge, or fails the battery
load test performed as part of the Services, so that the Services can be completed during the same visit. Contractor
will document the failed battery and its replacement on the service report and will invoice the replacement battery
at Contractor’s current price, plus a battery disposal fee of $15.00 per battery unless the County elects to keep the
removed battery. No additional trip charge applies to a battery replaced during a scheduled visit. Battery
replacements under this Section are in addition to the not-to-exceed amount in Section 7.
9. Invoicing and Payment. Contractor will invoice the County after the Services are completed at each location,
referencing this Agreement, the applicable Quotation number, and any County purchase order number. The County
shall pay undisputed invoices within thirty (30) days of receipt. The County is exempt from Colorado state and local sales
tax and will provide its exemption certificate to Contractor.
10. Non-Appropriation. The County’s financial obligations under this Agreement are payable only from funds budgeted,
appropriated, and otherwise made available for this purpose in the fiscal year in which the Services are performed, as
provided in C.R.S. § 29-1-110. If funds are not appropriated, the County may terminate this Agreement by written notice
and shall pay for Services performed through the date of termination.
11. Insurance. During the Term, Contractor shall maintain commercial general liability insurance, commercial
automobile liability insurance, and workers’ compensation insurance as required by Colorado law. A current certificate
of insurance is attached as Exhibit C. Upon the County’s request, Contractor will name the County as an additional
insured on its commercial general liability policy.
12. Indemnification. Contractor shall indemnify and hold harmless the County, its officials, and employees from claims
for bodily injury or property damage to the extent caused by the negligent acts or omissions or willful misconduct of
Contractor or its employees or subcontractors in performing the Services. Nothing in this Agreement waives or limits
the County’s rights, immunities, or protections under the Colorado Governmental Immunity Act, C.R.S. § 24-10-101 et
seq.
13. Warranty and Limitation of Liability. Contractor warrants that the Services will be performed in a good and
workmanlike manner consistent with industry standards. Contractor will correct any defect in its workmanship reported
within ninety (90) days of the service date at no charge. Parts and fluids are covered only by their manufacturers’
warranties, which Contractor will pass through to the County. Preventive maintenance reduces but does not eliminate
the risk of equipment failure, and Contractor does not warrant that any generator will operate during a future outage.
Except for Contractor’s obligations under Section 12, Contractor’s total liability under this Agreement shall not exceed
the total compensation paid under this Agreement, and neither Party shall be liable for indirect, incidental, or
consequential damages.

Park County / Blue Mountain Reserve — Generator PM Services Agreement — Page 2 of 7

14. Termination. Either Party may terminate this Agreement for convenience on thirty (30) days’ written notice, or for
material breach if the breach is not cured within ten (10) days after written notice. Upon any termination, the County
shall pay for Services and approved Additional Work performed through the effective date of termination, including
parts ordered specifically for the County that cannot be returned.
15. Independent Contractor and Subcontractors. Contractor is an independent contractor and not an employee or
agent of the County. Contractor is solely responsible for its personnel, wages, taxes, and workers’ compensation
coverage. Contractor may use qualified subcontracted technicians to perform the Services and remains responsible for
their work.
16. Compliance. Contractor shall comply with all applicable federal, state, and local laws in performing the Services,
including the proper handling and disposal of used oil, filters, and other fluids removed from County equipment.
17. Public Records. Contractor acknowledges that this Agreement and related records may be subject to disclosure
under the Colorado Open Records Act, C.R.S. § 24-72-200.1 et seq.
18. Notices. Notices under this Agreement shall be in writing and delivered by hand, U.S. mail, or email to the addresses
below, or to any other address a Party designates in writing.
County: Park County, 1295 Castello Avenue, Fairplay, CO 80440, Attn:
Michelle Johnson — 719-836-4289 — [email protected]
John Futch — 719-839-5825 — [email protected]
Andrew Grand — [email protected]
Contractor: Blue Mountain Reserve, 1328 W Pikes Peak Ave, Colorado Springs, CO 80904, Attn: Stevan Jaramillo —
719-402-0999 — [email protected]
19. General Provisions. This Agreement is governed by the laws of the State of Colorado, and venue for any action shall
be in Park County, Colorado. This Agreement, including its Exhibits and the Quotations, is the entire agreement between
the Parties regarding the Services and may be amended only in a writing signed by both Parties. If any provision is held
unenforceable, the remaining provisions remain in effect. Neither Party may assign this Agreement without the other’s
written consent. This Agreement may be signed in counterparts and by electronic signature.

Exhibits
Exhibit A — Scope of Services and Site Schedule
Exhibit B — Pricing
Exhibit C — Certificate of Insurance (attached)
Exhibit D — Contractor Form W-9 (attached)

Signatures
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates written below.
THE GROPLE, LLC, dba BLUE MOUNTAIN RESERVE
By: ________________________________________
Name: Brad Orgill
Title: Chief Executive Officer
Date: ______________________

Park County / Blue Mountain Reserve — Generator PM Services Agreement — Page 3 of 7

BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF PARK, STATE OF COLORADO
By: ________________________________________
Name: ______________________________________
Title: Chair
Date: ______________________

ATTEST:
________________________________________
Clerk to the Board

Park County / Blue Mountain Reserve — Generator PM Services Agreement — Page 4 of 7

EXHIBIT A — SCOPE OF SERVICES AND SITE SCHEDULE
A-1. Major A Preventive Maintenance — All Units
At each visit, Contractor will perform a full inspection of the generator set and automatic transfer switch, including
engine oil level, wiring, and enclosure condition; battery load test and terminal service; controller and fault-code review;
exercise schedule verification; run off load; engine oil and oil filter change; air filter replacement; leak check; and final
operational verification. The make, model, serial number, and run hours of each unit will be verified against Exhibit A-5
and recorded on the service report.

A-2. Additional Scope by Unit Type
Air-cooled units (8–28 kW): transfer test included in the base service; spark plug inspection with gap measured against
specification, re-gapped or replaced on condition.
Liquid-cooled gaseous units: inspection of coolant level, belts, hoses and clamps, and fuel system condition; spark plug
inspection with gap measured against specification, re-gapped or replaced on condition.
Liquid-cooled diesel units: inspection of coolant level, belts, hoses and clamps, fuel level, and fuel system condition;
primary and secondary fuel filter replacement; water separator element replacement and fuel system priming.
Transfer test on liquid-cooled units: included where the Quotation includes an ATS Transfer Test line (S00456, S00460,
S00459, and S00478).

A-3. Not Included
Coolant service, load bank testing, spark plug replacement where plugs are not listed on the Quotation, and repairs are
not included and will be handled as Additional Work under Section 8.

A-4. Site Schedule
Quote

Location

Address

Units Unit Type

S00456

Bailey Services Building

59865 Highway 285, Bailey
CO 80421

1 Liquid-cooled diesel, 60–
200 kW

Yes

S00459

Bailey Public Health

59865 Highway 285, Bailey
CO 80421

1 Liquid-cooled gaseous, to
25 kW

No (see
S00456)

S00460

Bailey Library

350 Bulldogger Road, Bailey
CO 80421

1 Liquid-cooled gaseous, to
25 kW

Yes

S00461

Bailey Public Works

1669 County Road 72, Bailey
CO 80421

1 Liquid-cooled gaseous,
25–60 kW

Yes

S00462

Bailey Public Works –
Unit 1

1669 County Road 72, Bailey
CO 80421

1 Air-cooled, 8–28 kW

No (see
S00461)

S00463

Bailey Public Works –
Unit 2

1669 County Road 72, Bailey
CO 80421

1 Air-cooled, 8–28 kW

No (see
S00461)

S00464

Fairplay 911
Communication

911 Castello Ave, Fairplay CO
80440

1 Liquid-cooled diesel, 200–
300 kW

Yes

S00466

Fairplay Community
Center

880 Bogue St, Fairplay CO
80440

2 Air-cooled, 8–28 kW

No (see
S00467)

S00467

Fairplay Sheriff’s
Office / Jail

1180 County Road 16,
Fairplay CO 80440

1 Liquid-cooled gaseous,
25–60 kW

Yes

S00468

Como Public Works

386 McDowell Dr, Como CO
80432

1 Air-cooled, 8–28 kW

Yes

Park County / Blue Mountain Reserve — Generator PM Services Agreement — Page 5 of 7

Trip
Charge

Quote

Location

Address

Units Unit Type

Trip
Charge

S00469

Lake George
Substation

39145 Highway 24, Lake
George CO 80827

2 Air-cooled, 8–28 kW

No (see
S00470)

S00470

Hartsel Public Works

29971 Highway 9, Hartsel CO
80449

1 Air-cooled, 8–28 kW

Yes

S00471

Guffey Community
Center

1625 County Road 102,
Guffey CO 80820

1 Air-cooled, 8–28 kW

Yes

S00478

Sacramento
Communication Site

39.215° N, 106.105° W (no
street address)

1 Liquid-cooled gaseous, to
25 kW

Yes

Totals: 14 locations, 16 generator sets. Trip charges are consolidated: where a location shows “No,” it is serviced on the
same trip as the referenced Quotation, which carries the single trip charge.

A-5. Equipment Schedule
Equipment identification is per County records. Any unit whose make, model, or serial number differs from the entry
below will be corrected on the service report for that visit.
Quote

Location

Make and Model

Serial Number

S00456

Bailey Services Building

Cummins DGFA

F940547454

S00459

Bailey Public Health

Cummins C25N6

A210874629

S00460

Bailey Library

Cummins C20N6

F160970844

S00461

Bailey Public Works

Generac RG045

3017630411

S00462

Bailey Public Works – Unit 1

Generac 0064622 (16 kW)

9765358

S00463

Bailey Public Works – Unit 2

Generac 0064622 (16 kW)

9764880

S00464

Fairplay 911 Communication

Cummins DQDAA

J110256743

S00466

Fairplay Community Center (2
units)

Generac G0069981

3005625990 and 3005625992

S00467

Fairplay Sheriff’s Office / Jail

Kohler 50RZ282

360226

S00468

Como Public Works

Generac 6462

9764878

S00469

Lake George Substation (2 units)

Generac 0064622

9764877 and 9764879

S00470

Hartsel Public Works

Generac 0064622

9887655

S00471

Guffey Community Center

Generac G0069981

3005625991

S00478

Sacramento Communication
Site

Kohler 20RZ

0766879

Park County / Blue Mountain Reserve — Generator PM Services Agreement — Page 6 of 7

EXHIBIT B — PRICING
Prices below are the Quotation totals, inclusive of service labor, trip charges, parts, fluids, and environmental/shop
supplies fees as itemized on each Quotation. Prices are fixed for the Term.
Quote

Location

Units

Total

S00456

Bailey Services Building

1

$1,583.51

S00459

Bailey Public Health

1

$717.47

S00460

Bailey Library

1

$992.47

S00461

Bailey Public Works

1

$881.98

S00462

Bailey Public Works – Unit 1

1

$474.96

S00463

Bailey Public Works – Unit 2

1

$474.96

S00464

Fairplay 911 Communication

1

$1,919.88

S00466

Fairplay Community Center

2

$789.97

S00467

Fairplay Sheriff’s Office / Jail

1

$1,039.96

S00468

Como Public Works

1

$674.95

S00469

Lake George Substation

2

$949.90

S00470

Hartsel Public Works

1

$749.95

S00471

Guffey Community Center

1

$704.98

S00478

Sacramento Communication Site

1

$1,071.97

TOTAL — NOT TO EXCEED

16

$13,026.91

If no automatic transfer switch is present at the Sacramento Communication Site, the $125.00 ATS Transfer Test on
Quotation S00478 will be removed, reducing the total to $12,901.91. No sales tax applies; the County is tax exempt.

Park County / Blue Mountain Reserve — Generator PM Services Agreement — Page 7 of 7

County of Park, Colorado
AGREEMENT FOR PROFESSIONAL SERVICES
Project/Services Name: NETWORK AND CYBER SECURITY MANAGEMENT
THIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) is made and
entered into by and between the Board of County Commissioners of the County of Park, a body
politic organized and existing by virtue of the laws of the State of Colorado, whose address is 856
Castello Avenue, P.O. Box 1373, Fairplay, Colorado 80440 (the “County”), and APEX
TECHNOLOGY SYSTEMS, a sole proprietorship, with offices at Shawnee, CO 80475
(“Contractor”) (each individually a “Party” and collectively the “Parties”).
RECITALS
WHEREAS, the County requires certain professional services as more fully described in
Exhibit A; and
WHEREAS, Contractor represents that it has the requisite expertise and experience to
perform the professional services; and
WHEREAS, the County desires to contract with the Contractor subject to the terms of this
Agreement.
NOW, THEREFORE, for the consideration hereinafter set forth, the receipt and sufficiency
of which are hereby acknowledged, the Parties agree as follows:
I.

SCOPE OF SERVICES

A.
Services. Contractor shall furnish all labor and materials required for the complete
and prompt execution and performance of all duties, obligations, and responsibilities which are
described or reasonably implied from the Scope of Services set forth in Exhibit A, attached hereto
and incorporated herein by this reference (the “Services” or “Scope of Services”). The Parties
recognize and acknowledge that, although the County has requested certain general services to be
performed or certain work product to be produced, the Contractor has offered to the County the
process, procedures, terms, and conditions under which the Contractor plans and proposes to
achieve or produce the services and/or work product(s) and the County, through this Agreement,
has accepted such process, procedures, terms, and conditions as binding on the Parties.
B.
Equipment. Contractor will not furnish or sell equipment, hardware, or other
materials under this Agreement.
C.
Changes to Services or Equipment. A change in the Scope of Services shall not be
effective unless authorized through a written amendment to this Agreement signed by both Parties.
If Contractor proceeds without such written authorization, Contractor shall be deemed to have
waived any claim for additional compensation, including a claim based on the theory of unjust
enrichment, quantum meruit or implied contract. Except as expressly provided herein or as

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otherwise provided in writing by the County, no agent, employee, or representative of the County
is authorized to modify any term of this Agreement.
D.
Duty to Inform. The Contractor shall perform the Services in accordance with this
Agreement and shall promptly inform the County concerning ambiguities and uncertainties related
to the Contractor’s performance that are not addressed by the Agreement.
E.
Time of Performance. The Contractor shall perform all Services in accordance with
this Agreement commencing on the Effective Date, as set forth in Section II of this Agreement,
until such Services are terminated or suspended in accordance with this Agreement. The
Contractor shall not temporarily delay, postpone, or suspend the performance of the Services
without the written consent of the Board of County Commissioners, County Manager, or a person
expressly authorized in writing to direct the Contractor’s services. Contractor agrees that failure
to complete any of the Services during the term of this Agreement, or as may be more specifically
set forth in Exhibit A, shall be deemed a breach of hereof.
II.

TERM AND TERMINATION

A.
Term. This Agreement shall commence on the date of mutual execution of the
Parties (the “Effective Date”) and shall continue until December 31st, 2027 or until terminated as
provided herein (“Termination Date”). The Parties may mutually agree in writing to extend the
term of this Agreement, subject to annual appropriation.
B.
County Unilateral Termination. This Agreement may be terminated by the County
for any or no reason upon written notice delivered to the Contractor at least ten (10) days prior to
termination. In the event of the County’s exercise of the right of unilateral termination as provided
by this paragraph:
1. Unless otherwise provided in any notice of termination, the Contractor shall
provide no further services in connection with this Agreement after Contractor’s receipt of a notice
of termination; and
2. The Contractor shall deliver all finished or unfinished documents, data, studies and
reports prepared by the Contractor pursuant to this Agreement to the County and such documents,
data, studies, and reports shall become the property of the County; and
3. The Contractor shall submit to the County a final accounting and final invoice of
charges for all outstanding and unpaid Services and reimbursable expenses performed prior to the
Contractor’s receipt of notice of termination and for any services authorized to be performed by
the notice of termination as provided by Section II.B of this Agreement. The Contractor shall
deliver such final accounting and final invoice to the County within thirty (30) days of the date of
termination; thereafter, the County shall not accept and Contractor shall not submit any other
invoice, bill, or other form of statement of charges owing to the Contractor.
C.
Termination for Non-Performance. Should a party to this Agreement fail to
materially perform in accordance with the terms and conditions of this Agreement, this Agreement
may be terminated by the performing party if the performing party first provides written notice to
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the non-performing party. Such notice shall specify the non-performance, provide a demand to
cure the non-performance and reasonable time to cure the non-performance, and state a date upon
which the Agreement shall be terminated if there is a failure to timely cure the non-performance.
For purpose of this Section II.C, “reasonable time” shall not be less than five (5) business days. In
the event of a failure to timely cure a non-performance and upon the date of the resulting
termination for non-performance, the Contractor shall prepare a final accounting and final invoice
of charges for all performed but unpaid Services and any reimbursable expenses authorized by this
Agreement. Such final accounting and final invoice shall be delivered to the County within fifteen
(15) days of the Termination Date contained in the written notice. Thereafter, the County shall not
accept and Contractor shall not submit any other invoice, bill, or other form of statement of charges
owing to the Contractor. Provided that notice of non-performance is provided in accordance with
this Section II.C, nothing in this Section II.C shall prevent, preclude, or limit any claim or action
for default or breach of contract resulting from non-performance by a Party.
D.
Suspension of Services. The County may suspend the Contractor’s performance of
the Services at the County’s discretion and for any reason by delivery of written notice of
suspension to the Contractor which notice shall state a specific date of suspension. Upon
Contractor’s receipt of such notice of suspension from the County, the Contractor shall
immediately cease performance of the Services on the date of suspension except: (1) as may be
specifically authorized by the notice of suspension (e.g., to secure the work area from damage due
to weather or to complete a specific report or study); or (2) for the submission of an invoice for
Services performed prior to the date of suspension in accordance with this Agreement. Contractor
shall not re-commence performance of the Services until it receives written notice of recommencement from the County.
E.
Delivery of Notices. Any notice permitted by this Section II and its subsections
shall be addressed to the County Representative or the Contractor Representative at the address
set forth in Section XII.D of this Agreement or such other address as either Party may notify the
other of and shall be deemed given upon delivery if personally delivered, or forty-eight (48) hours
after deposited in the United States mail, postage prepaid, registered or certified mail, return receipt
requested.
III.

REPRESENTATIVES AND SUPERVISION

A.
County Representative. The County representative responsible for oversight of this
Agreement and the Contractor’s performance of Services hereunder shall be the County Manager
or his or her designee (“County Representative”). The County Representative shall act as the
County’s primary point of contact with the Contractor.
B.
Contractor Representative. The Contractor representative under this Agreement
shall be Kelly Belsher, IT Manager (“Contractor Representative”). The Contractor Representative
shall act as the Contractor’s primary point of contact with the County. The Contractor shall not
designate another person to be the Contractor Representative without prior written notice to the
County.
C.
County Supervision. The Contractor shall provide all Services with little or no
daily supervision by County staff or other contractors. Inability or failure of the Contractor to
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perform with little or no daily supervision which results in the County’s need to allocate resources
in time or expense for daily supervision shall constitute a material breach of this Agreement and
be subject to cure or remedy, including possible termination of the Agreement, as provided in this
Agreement. Notwithstanding the foregoing, the County reserves the right to monitor and evaluate
the progress and performance of Contractor to ensure the terms of this Agreement are being
satisfactorily met in accordance with the County’s and other applicable monitoring and evaluating
criteria and standards. Contractor shall cooperate with the County relating to such monitoring and
evaluation.
IV.

WARRANTIES.

A.
New Equipment. Contractor warrants that the Equipment shall be new and suitable
for the purpose used by the County and will be of good quality, free from faults and defects and in
conformance with Exhibit A.
B.
Title to Equipment. Contractor further warrants that it has full title to all the
Equipment to be conveyed to the County hereunder, that its transfer of such title to the County is
rightful and that all such Equipment shall be transferred free and clear from all security interests,
liens, claims or encumbrances whatsoever. Contractor agrees to warrant and defend such title
against all persons claiming the whole or any part thereof, at no cost to the County.
C.
Warranty on Workmanship. Contractor shall, for one year from the date that the
County initiates beneficial use of all Equipment provided under this Agreement (last piece of
Equipment is put into its intended use), promptly investigate, repair, or otherwise correct any parts,
components or Equipment supplied hereunder which contain faults or defects considered to be
minor and not affecting the integrity or structure of the Equipment. Contractor shall, for one year
from the date that the County initiates beneficial use of all Equipment provided under this
Agreement (last piece of Equipment is put into its intended use), promptly replace any parts,
components or Equipment supplied hereunder which contain faults or defects considered to be
other than minor, including affecting the integrity of the Equipment.
D.
Assignment of Equipment Warranties. The Contractor warrants and shall be
responsible and liable to the County for the warranties which are provided from the
manufacturer(s) of all Equipment supplied hereunder. Contractor shall provide, assign, and take
whatever additional steps are necessary to ensure that the Equipment is warranted for the benefit
of the County for the respective manufacturers’ warranty periods.
V.

COMPENSATION

A.
Not-to-Exceed Amount. Following execution of this Agreement by the Parties, the
Contractor shall be authorized to and shall commence performance of the Services as described in
Exhibit A, subject to the requirements and limitations on compensation as provided by this Section
IV and its subsections. Compensation to be paid hereunder shall not exceed SIXTY-TWO
THOUSAND AND FOUR HUNDRED DOLLARS ($62,400) unless a larger amount is agreed to
by and between the Parties in accordance with the amendment requirements of this Agreement.
Notwithstanding the amount specified in this Section, Contractor shall be paid only for work
performed. Contractor shall not be paid until tasks identified in the Scope of Services are
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performed to the satisfaction of the County. In consideration for the completion of the Scope of
Services by Contractor, the County shall pay Contractor as follows:
If this box is checked, the County shall pay Contractor on a time and materials
basis in accordance with the rate schedule shown in Exhibit B. This amount shall
include all fees, costs and expenses incurred by Contractor, and no additional
amounts shall be paid by the County for such fees, costs and expenses. Final
payment may be requested by the Contractor upon completion and the County’s
acceptance of all work or Services as set forth in Exhibit A.
If this box is checked, the County shall pay the Contractor the Not-to-Exceed
Amount in a single lump sum payment on __[insert date here]__.
B.
Invoicing. The County shall make payments to Contractor in accordance with
subsection A of this section IV within thirty (30) days after receipt and approval of invoices
submitted by Contractor. If payment is on a time and materials basis, Contractor shall submit
invoices to the County no more frequently than bi-weekly and shall identify the specific Services
performed for which payment is requested.
C.
Receipts. The County, before making any payment, may require the Contractor to
furnish at no additional charge releases or receipts from any or all persons performing work under
this Agreement and/or supplying material or services to the Contractor, or any subcontractor if this
is deemed necessary to protect the County’s interest. The County, however, may in its discretion
make payment in part or full to the Contractor without requiring the furnishing of such releases or
receipts.
D.
expenses.

Reimbursable Expenses.
1. If this Agreement is for lump sum compensation, there shall be no reimbursable

2. If the Agreement is for compensation based on a time and materials basis, the
following shall be considered “reimbursable expenses” for purposes of this Agreement and may
be billed to the County without administrative mark-up, which must be accounted for by the
Contractor, and proof of payment shall be provided by the Contractor with the Contractor’s
monthly invoices:
None
Vehicle Mileage (billed at not more than the prevailing per mile charge
permitted by the IRS as a tax deductible business expense)
Printing and Photocopying Related to the Services (billed at actual cost)
Long Distance Telephone Charges Related to the Services
Postage and Delivery Services
Lodging and Meals (but only with prior written approval of the County as
to dates and maximum amount)

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3. Other Expenses. Any fee, cost, charge, or expense incurred by the Contractor not
otherwise specifically authorized by this Agreement shall be deemed a non-reimbursable cost that
shall be borne by the Contractor and shall not be billed or invoiced to the County and shall not be
paid by the County.
E.
No Waiver. The County's review, approval or acceptance of, or payment for any
services shall not be construed to operate as a waiver of any rights under this Agreement or of any
cause of action arising out of the performance of this Agreement.
VI.

PROFESSIONAL RESPONSIBILITY

A.
General. Contractor hereby warrants that it is qualified to assume the
responsibilities and render the services described herein and has all requisite corporate authority
and professional licenses in good standing required by law.
B.
Standard of Performance. The work performed by Contractor shall be in accordance
with generally accepted professional practices and the level of competency presently maintained
by other practicing professional firms in the same or similar type of work in the applicable
community. The work and services to be performed by Contractor hereunder shall be done in
compliance with applicable laws, ordinances, rules and regulations.
C.
Subcontractors. The Parties recognize and agree that subcontractors may be
utilized by the Contractor for the performance of certain Services if and as described more
particularly in Exhibit A; however, the engagement or use of subcontractors will not relieve or
excuse the Contractor from performance of any obligations imposed in accordance with this
Agreement and Contractor shall remain solely responsible for ensuring that any subcontractors
engaged to perform Services hereunder shall perform such Services in accordance with all terms
and conditions of this Agreement. If Contractor engages subcontractors to perform any part of the
Services, Contractor shall include section VIII (Indemnification) in any such subcontracts.
VII.

INDEPENDENT CONTRACTOR

A.
General. Contractor is an independent contractor. Notwithstanding any other
provision of this Agreement, all personnel assigned by Contractor to perform work under the terms
of this Agreement shall be, and remain at all times, employees or agents of Contractor for all
purposes. Contractor shall make no representation that it is a County employee for any purposes.
B.
Liability for Employment-Related Rights and Compensation. The Contractor shall
be solely responsible for all compensation, benefits, insurance and employment-related rights of
any person providing Services hereunder during the course of or arising or accruing as a result of
any employment, whether past or present, with the Contractor, as well as all legal costs including
attorney’s fees incurred in the defense of any conflict or legal action resulting from such
employment or related to the corporate amenities of such employment. The Contractor will
comply with all laws, regulations, municipal codes, and ordinances and other requirements and
standards applicable to the Contractor’s employees, including, without limitation, federal and state
laws governing wages and overtime, equal employment, safety and health, employees’ citizenship,
withholdings, reports and record keeping. Accordingly, the County shall not be called upon to
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assume any liability for or direct payment of any salaries, wages, contribution to pension funds,
insurance premiums or payments, workers’ compensation benefits or any other amenities of
employment to any of the Contractor’s employees or any other liabilities whatsoever, unless
otherwise specifically provided herein.
C.
Insurance Coverage and Employment Benefits. The County will not include the
Contractor as an insured under any policy the County has for itself. The County shall not be
obligated to secure nor provide any insurance coverage or employment benefits of any kind or type
to or for the Contractor or the Contractor’s employees, sub-consultants, subcontractors, agents, or
representatives, including but not limited to coverage or benefits related to: local, state, or federal
income or other tax contributions, FICA, workers’ compensation, unemployment compensation,
medical insurance, life insurance, paid vacations, paid holidays, pension or retirement account
contributions, profit sharing, professional liability insurance, or errors and omissions insurance.
The following disclosure is provided in accordance with Colorado law:
CONTRACTOR ACKNOWLEDGES THAT NEITHER IT NOR ITS AGENTS OR
EMPLOYEES ARE ENTITLED TO UNEMPLOYMENT INSURANCE BENEFITS
UNLESS CONTRACTOR OR SOME ENTITY OTHER THAN THE COUNTY
PROVIDES SUCH BENEFITS. CONTRACTOR FURTHER ACKNOWLEDGES
THAT NEITHER IT NOR ITS AGENTS OR EMPLOYEES ARE ENTITLED TO
WORKERS’ COMPENSATION BENEFITS.
CONTRACTOR ALSO
ACKNOWLEDGES THAT IT IS OBLIGATED TO PAY FEDERAL AND STATE
INCOME TAX ON ANY MONEYS EARNED OR PAID PURSUANT TO THIS
AGREEMENT.
D.
Employee Benefits Claims. To the maximum extent permitted by law, the
Contractor waives all claims against the County for any Employee Benefits; the Contractor will
defend the County from any claim and will indemnify the County against any liability for any
Employee Benefits for the Contractor imposed on the County; and the Contractor will reimburse
the County for any award, judgment, or fine against the County based on the position the
Contractor was ever the County’s employee, and all attorneys’ fees and costs the County
reasonably incurs defending itself against any such liability.
VIII. INSURANCE
A.
General. During the term of this Agreement, the Contractor shall obtain and shall
continuously maintain, at the Contractor’s expense, insurance of the kind and in the minimum
amounts specified as follows by checking the appropriate boxes:
The Contractor shall obtain and maintain the types, forms, and coverage(s) of
insurance deemed by the Contractor to be sufficient to meet or exceed the
Contractor’s minimum statutory and legal obligations arising under this Agreement
(“Contractor Insurance”); OR
The Contractor shall secure and maintain the following (“Required Insurance”):

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Worker’s Compensation insurance in the minimum amount required by
applicable law for all employees and other persons as may be required by
law.
Comprehensive General Liability insurance with minimum combined
single limits of One Million Dollars ($1,000,000.00) each occurrence and
of Two Million Dollars ($2,000,000.00) aggregate. The policy shall be
applicable to all premises and all operations of the Contractor. The policy
shall include coverage for bodily injury, broad form property damage
(including completed operations), personal injury (including coverage for
contractual and employee acts), blanket contractual, independent
contractors, products, and completed operations. The policy shall contain a
severability of interests provision. Coverage shall be provided on an
“occurrence” basis as opposed to a “claims made” basis. Such insurance
shall be endorsed to name the County as Certificate Holder and name the
County, and its elected officials, officers, employees and agents as
additional insured parties.
Comprehensive Automobile Liability insurance with minimum combined
single limits for bodily injury and property damage of not less than One
Million Dollars ($1,000,000.00) each occurrence with respect to each of the
Contractor’s owned, hired and non-owned vehicles assigned to or used in
performance of the Services. The policy shall contain a severability of
interests provision. Such insurance coverage must extend to all levels of
subcontractors. Such coverage must include all automotive equipment used
in the performance of the Services, both on the work site and off the work
site, and such coverage shall include non-ownership and hired cars
coverage. Such insurance shall be endorsed to name the County as
Certificate Holder and name the County, and its elected officials, officers,
employees and agents as additional insured parties.
Professional Liability (errors and omissions) insurance with a minimum
limit of coverage of One Million Dollars ($1,000,000.00) per claim and
Two Million Dollars ($2,000,000) aggregate. Such policy of insurance
shall be obtained and maintained for one (1) year following completion of
all Services under this Agreement. Such policy of insurance shall be
endorsed to include the County as a Certificate Holder.
B.
Additional Requirements. Such insurance shall be in addition to any other insurance
requirements imposed by law. The coverages afforded under the policies shall not be canceled,
terminated or materially changed without at least thirty (30) days prior written notice to the County.
In the case of any claims-made policy, the necessary retroactive dates and extended reporting
periods shall be procured to maintain such continuous coverage. Any insurance carried by the
County, its officers, its employees, or its contractors shall be excess and not contributory insurance
to that provided by Contractor. Contractor shall be solely responsible for any deductible losses

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under any policy. For any and all insurance policies required hereunder, Contractor shall waive
subrogation rights against the County.
C.
Insurance Certificates. Contractor shall provide the County a certificate of
insurance and all endorsement required hereunder as evidence that the required policies are in full
force and effect prior to the commencement of the Services. The certificate shall identify the
Project/Services Name as set forth on the first page of this Agreement. A 30 day notice of
cancellation shall be in force with each policy. And Park County Government shall be listed as the
certificate holder on the certificate of insurance document.
D.
Failure to Obtain or Maintain Insurance. The Contractor’s failure to obtain and
continuously maintain policies of insurance shall not limit, prevent, preclude, excuse, or modify
any liability, claims, demands, or other obligations of the Contractor arising from performance or
non-performance of this Agreement. Failure on the part of the Contractor to obtain and to
continuously maintain policies providing the required coverage, conditions, restrictions, notices,
and minimum limits shall constitute a material breach of this Agreement upon which the County
may immediately terminate this Agreement, or, at its discretion, the County may procure or renew
any such policy or any extended reporting period thereto and may pay any and all premiums in
connection therewith. All monies paid by the County, together with an additional five percent (5%)
administrative fee, shall be repaid by the Contractor to the County immediately upon demand by
the County. At the County’s sole discretion, the County may offset the cost of the premiums against
any monies due to the Contractor from the County pursuant to this Agreement.
IX.

INDEMNIFICATION

A.
Contractor agrees to indemnify and hold harmless the County and its officers,
insurers, volunteers, representatives, agents, employees, and assigns from and against all claims,
liability, damages, losses, expenses and demands, including attorney fees, on account of injury,
loss, or damage, including without limitation claims arising from bodily injury, personal injury,
sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which
arise out of or are in any manner connected with this Agreement if such injury, loss, or damage is
caused in whole or in part by, the act, omission, error, professional error, mistake, negligence, or
other fault of Contractor, any subcontractor of Contractor, or any officer, employee, representative,
or agent of Contractor, or which arise out of a worker's compensation claim of any employee of
Contractor or of any employee of any subcontractor of Contractor. Contractor's liability under this
indemnification provision shall be to the fullest extent of, but shall not exceed, that amount
represented by the degree or percentage of negligence or fault attributable to Contractor, any
subcontractor of Contractor, or any officer, employee, representative, or agent of Contractor or of
any subcontractor of Contractor.
B.
If Contractor is providing architectural, engineering, surveying or other design
services under this Agreement, the extent of Contractor's obligation to indemnify and hold
harmless the County may be determined only after Contractor's liability or fault has been

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determined by adjudication, alternative dispute resolution or otherwise resolved by mutual
agreement between the Parties, as provided by C.R.S. § 13-50.5-102(8)(c).
X.

RESERVED

XI.

REMEDIES

A.
In addition to any other remedies provided for in this Agreement, and without
limiting its remedies available at law, the County may exercise the following remedial actions if
the Contractor substantially fails to perform the duties and obligations of this Agreement.
Substantial failure to perform the duties and obligations of this Agreement shall mean a significant,
insufficient, incorrect, or improper performance, activities or inactions by the Contractor. The
remedial actions the County may take include:
1. Suspend the Contractor’s performance pending necessary corrective action as
specified by the County without the Contractor’s entitlement to an adjustment in any charge, fee,
rate, price, cost, or schedule; and/or
2. Withhold payment to the Contractor until the necessary services or corrections in
performance are satisfactorily completed; and/or
3. Deny payment for those services which have not been satisfactorily performed, and
which, due to circumstances caused by the Contractor, cannot be performed, or if performed would
be of no value to the County; and/or
4. Terminate this Agreement in accordance with this Agreement.
B.
The foregoing remedies are cumulative and the County, in its sole discretion, may
exercise any or all of the remedies individually or simultaneously.
XII.

RECORDS AND OWNERSHIP

A.
Retention and Open Records Act Compliance. Contractor hereby acknowledges
that the County is a public entity subject to the Colorado Open Records Act, C.R.S. § 24-72-101
et seq. (“CORA”). As such, this Agreement may be subject to public disclosure under CORA.
Furthermore, all records of the Contractor related to the provision of Services hereunder, including
public records as defined in CORA, and records produced or maintained in accordance with this
Agreement, are to be retained and stored in accordance with the County’s records retention and
disposal policies. Those records which constitute “public records” under CORA are to be at the
County offices or accessible and opened for public inspection in accordance with CORA and
County policies. Public records requests for such records shall be processed in accordance with
County policies. Contractor agrees to allow access by the County and the public to all documents
subject to disclosure under applicable law. Contractor’s willful failure or refusal to comply with
the provisions of this Section shall result in the immediate termination of this Agreement by the
County. Nothing contained herein shall limit the Contractor’s right to defend against disclosure of
records alleged to be public.

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B.
County’s Right of Inspection. The County shall have the right to request that the
Contractor provide to the County a list of all records of the Contractor related to the provision of
Services hereunder retained by the Contractor in accordance with this subsection and the location
and method of storage of such records. Contractor agrees to allow inspection at reasonable times
by the County of all documents and records produced or maintained in accordance with this
Agreement.
C.
Ownership. Any work product, materials, and documents produced by the
Contractor pursuant to this Agreement shall become property of the Park County upon delivery
and shall not be made subject to any copyright by the Contractor unless authorized by the County.
Other materials, statistical data derived from other clients and other client projects, software,
methodology and proprietary work used or provided by the Contractor to the County not
specifically created and delivered pursuant to the Services outlined in this Agreement shall not be
owned by the County and may be protected by a copyright held by the Contractor and the
Contractor reserves all rights granted to it by any copyright. The County shall not reproduce, sell,
or otherwise make copies of any copyrighted material, subject to the following exceptions: (1) for
exclusive use internally by County staff and/or employees; or (2) pursuant to a request under
CORA, to the extent that such statute applies; or (3) pursuant to law, regulation, or court order.
The Contractor waives any right to prevent its name from being used in connection with the
Services. The Contractor may publicly state that it performs the Services for the County.
D.
Return of Records to County. At the County’s request, upon expiration or
termination of this Agreement, all records of the Contractor related to the provision of Services
hereunder, including public records as defined in the CORA, and records produced or maintained
in accordance with this Agreement, are to be returned to the County in a reasonable format and
with an index as determined and requested by the County.
XIII. MISCELLANEOUS
A.
Governing Law and Venue. This Agreement shall be governed by the laws of the
State of Colorado, and any legal action concerning the provisions hereof shall be brought in Park
County, Colorado.
B.
No Waiver. Delays in enforcement or the waiver of any one or more defaults or
breaches of this Agreement by the County shall not constitute a waiver of any of the other terms
or obligations of this Agreement.
C.
Integration. This Agreement constitutes the entire agreement between the Parties,
superseding all prior oral or written communications.
D.
Notice. Unless otherwise provided in this Agreement, any notice under this
Agreement shall be in writing, and shall be deemed sufficient when directly presented or sent via
pre-paid, first class United States Mail, to the party at the address set forth below.

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If to the County:

If to Contractor:

Park County
Attn: County Manager
856 Castello Avenue
P.O. Box 1373
Fairplay, CO 80440

Contractor's Name
Attn: Christopher Byram
PO Box 148
Shawnee, CO 80475

With Copy to:
Park County Attorney
Evans Legal Group P.C
1964 E Park Square Dr. Ste J
Parker, CO 80134

With Copy to:

E.
Severability. If any provision of this Agreement is found by a court of competent
jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall
remain in full force and effect.
F.
Modification. This Agreement may only be modified upon written agreement
signed by the Parties.
G.
Assignment. Neither this Agreement nor any of the rights or obligations of the
Parties hereto, shall be assigned by either Party without the written consent of the other.
H.
Affirmative Action. The Contractor warrants that it will not discriminate against
any employee or applicant for employment because of race, color, religion, sex or national origin.
The Contractor warrants that it will take affirmative action to ensure applicants are employed, and
employees are treated during employment without regard to their race, color, religion, sex or
national origin. Such action shall include, but not be limited to the following: employment,
upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination;
rates of pay or other forms of compensation; and selection for training, including apprenticeship.
I.
Governmental Immunity. The County, its officers, and its employees, are relying
on, and do not waive or intend to waive by any provision of this Agreement, the monetary
limitations or any other rights, immunities, and protections provided by the Colorado
Governmental Immunity Act, C.R.S. § 24-10-101, et seq., as amended (“CGIA”), or otherwise
available to the County and its officers or employees.
J.
Rights and Remedies. In the event of a breach of this Agreement by Contractor,
the County shall have the right, but not the obligation, to obtain specific performance of the
Services. In addition, if the County terminates this Agreement, in whole or in part, due to a breach
by Contractor, Contractor shall be liable for actual and consequential damages to the County. The
rights and remedies of the County under this Agreement are in addition to any other rights and
remedies provided by law. The expiration of this Agreement shall in no way limit the County's
legal or equitable remedies, or the period in which such remedies may be asserted.
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K.
Annual Appropriation. Consistent with Article X, § 20 of the Colorado
Constitution, any financial obligation of the County not performed during the current fiscal year
is subject to annual appropriation, and thus any obligations of the County hereunder shall extend
only to monies currently appropriated and shall not constitute a mandatory charge, requirement,
debt or liability beyond the current fiscal year.
L.
Binding Effect. The Parties agree that this Agreement, by its terms, shall be binding
upon the successors, heirs, legal representatives, and assigns; provided that this Section XII shall
not authorize assignment.
M.
No Third-Party Beneficiaries. Nothing contained in this Agreement is intended to
or shall create a contractual relationship with, cause of action in favor of, or claim for relief for,
any third party, including any agent, sub-consultant or subcontractor of Contractor. Absolutely no
third-party beneficiaries are intended by this Agreement. Any third party receiving a benefit from
this Agreement is an incidental and unintended beneficiary only.
N.
Release of Information. The Contractor shall not, without the prior written
approval of the County, release any privileged or confidential information obtained in connection
with the Services or this Agreement.
O.
Attorneys’ Fees. If the Contractor breaches this Agreement, then it shall pay the
County’s reasonable costs and attorney's fees incurred in the enforcement of the terms, conditions,
and obligations of this Agreement.
P.
Survival. The provisions of Sections VII (Independent Contractor), VIII
(Insurance), IX (Indemnification) and XIII (A) (Governing Law and Venue), (J) (Rights and
Remedies), (K) Annual Appropriation), (N) (Release of Information) and (O) Attorneys’ Fees, shall
survive the expiration or termination of this Agreement. Any additional terms and conditions of the
Agreement that require continued performance, compliance, or effect beyond the termination date
of the Agreement shall survive such termination date and shall be enforceable in the event of a
failure to perform or comply.
Q.
Agreement Controls. In the event a conflict exists between this Agreement and any
term in any exhibit attached or incorporated into this Agreement, the terms in this Agreement shall
supersede the terms in such exhibit.
R.
Force Majeure. Neither the Contractor nor the County shall be liable for any delay
in, or failure of performance of, any covenant or promise contained in this Agreement, nor shall
any delay or failure constitute default or give rise to any liability for damages if, and only to extent
that, such delay or failure is caused by “force majeure.” As used in this Agreement, “force majeure”
means acts of God, acts of the public enemy, acts of terrorism, unusually severe weather, fires,
floods, epidemics, quarantines, strikes, labor disputes and freight embargoes, to the extent such
events were not the result of, or were not aggravated by, the acts or omissions of the non-performing
or delayed party.
S.

Protection of Personal Identifying Information. In the event the Services include or

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require the County to disclose to Contractor any personal identifying information as defined in
C.R.S. § 24-73-101, Contractor shall comply with the applicable requirements of C.R.S. §§ 24-73101, et seq., relating to third-party services providers.
T.
Authority. The individuals executing this Agreement represent that they are
expressly authorized to enter into this Agreement on behalf of Park County and the Contractor and
bind their respective entities.
U.
Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall constitute an original and all of which shall constitute one and the same document.
In addition, the Parties specifically acknowledge and agree that electronic signatures shall be
effective for all purposes, in accordance with the provisions of the Uniform Electronic Transactions
Act, Title 24, Article 71.3 of the Colorado Revised Statutes.
V.
Web Accessibility Compliance Requirements. Contractor agrees to provide
Services in a manner that ensures the County’s full compliance with applicable web accessibility
requirements set forth in C.R.S. § 24-34-802 and associated regulations, as may be amended from
time to time.

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Project/Services Name: Network & Cyber Security

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THIS AGREEMENT is executed and made effective as provided above.
BOARD OF COUNTY COMMISSIONERS
PARK COUNTY, COLORADO
By:

________________________________
David B. Wissel, Chair

Date of execution: ______________________
ATTEST:

APPROVED AS TO FORM:
(excluding exhibits)

By: ______________________________
Milena Kassel, County Clerk

By: __________________________________
County Attorney
CONTRACTOR:
By:

________________________________

Printed Name: __________________________
Title: ________________________________
Date of execution: ______________________
FEIN:
STATE OF COLORADO
COUNTY OF

)
) ss.
)

The foregoing Agreement for Professional Services was subscribed, sworn to and acknowledged
before me this ___ day of ________________, 20___, by ______________________ as
____________________________
of
___________________________________,
a
___________________________________.
My commission expires: _____________
(S E A L)

Park County PSA-Apex Technology Systems
Project/Services Name: Network & Cyber Security

____________________________________
Notary Public
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EXHIBIT A
SCOPE OF SERVICES
Apex Technology Systems agrees to provide any of the following services on an as needed basis,
based on the level of involvement as determined and directed by the Contractor Representative
identified in this Agreement…
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•

Proactively manage, maintain, and optimize server, network, and firewall systems at all
locations throughout County
Administer and support Microsoft, Cisco, VMWare, Barracuda, and Dell technologies
Actively monitor and proactively address alerts encountered by users and automated
monitoring systems and services
Day-to-day network administration including security and patch management, user
account management, MS365 platform management, Internet access, MFA management,
and server database/application support
Administer telecommunications security systems and services
Perform timely upgrades, hardware refreshes, and system repairs to ensure optimal
operability
Maintain server/network inventory and configuration documentation
Define and document best practices and support procedures; interact with vendors and IT
staff at the technical level, as required
Implement and enforce all Cybersecurity policies and procedures as directed by the IS
Manager
Research and recommend current and future technology resources, purchases, and
services to meet the organization’s needs as requested. Assist in analyzing design and
network models as needed
Manage and maintain all instances of Microsoft SQL Server Databases, ensuring timely
backup/archiving of data
Work closely with departmental staff on projects, system support, network monitoring,
and other duties as assigned
Promptly respond to notices of Common Vulnerabilities and Exposure (CVEs) from
various sources and implement corrective measures in an expeditious, yet controlled and
tested manner
Manage IP addressing, DNS, DHCP, VLANs, Internet Service Provider (ISP)
connections and configurations
Provide on-call, after-hours support to emergency services (911, Sheriff’s Office, etc.)
Develop and maintain hardware refresh schedule based on Warranty Expiration timelines
Maintain hardware and software support contracts, licensing renewals, domain
registrations, and certificate renewals
Develop and maintain server operating system and server application upgrades based on
end-of-support schedules from software vendors/developers

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Project/Services Name: Network & Cyber Security

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•
•
•
•
•
•
•

Manage and maintain MS365 platform licensing, access, permissions, configuration, and
application deployment
Manage and maintain server applications (ex: RealWare, Caselle, ArcGIS, TAC-10, etc.)
Manage and maintain server backups, SQL database backups, network appliance
backups, etc.
Assist the IS Manager on developing/maintaining Network Policy Documentation
Manage and maintain Layer-2 and Layer-3 switched network, VLANs, network
segmentation, switch port configurations, and voice networks
Monitor, manage, and maintain all Cybersecurity monitoring, filtering, firewalling, and
detection systems and respond to alerts and incidents in an expeditious manner
Develop and maintain Network Diagrams and Data Flows

Apex Technology Systems will only perform services under the tasking and direction from the
Contractor Representative. Any services performed without direction from the Contractor
Representative will only be performed in response to a critical/emergency situation, and the
contractor will communicate with the Contractor Representative as soon as circumstances
permit, to provide status and coordinate necessary activities thereafter.
Some services may be coordinated with the Contractor Representative, to be performed on an astime-permits basis (no specific dates/times, but rather as Contractor availability permits) (i.e.
cable installation, software or hardware updates, system configurations, etc.). Contractor
Representative will be provided with status updates following each activity as well as at the
conclusion of such activities.

Park County PSA-Apex Technology Systems
Project/Services Name: Network & Cyber Security

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EXHIBIT B
COMPENSATION
Contractor fee is:
$50 per hour with services not to exceed 24 hours per week
Invoices shall be submitted to County on a bi-weekly basis via USPS or email to:
Kelly Belsher
or
Kelly Belsher at:
IT Manager
[email protected]
Park County Government
PO Box 1373
Fairplay, CO 80440
Contractor terms: Net 30 days

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County of Park, Colorado
AGREEMENT FOR PROFESSIONAL SERVICES
Project/Services Name: MICROSOFT INTUNE DEVELOPMENT AND
ADMINISTRATION
THIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) is made and
entered into by and between the Board of County Commissioners of the County of Park, a body
politic organized and existing by virtue of the laws of the State of Colorado, whose address is 856
Castello Avenue, P.O. Box 1373, Fairplay, Colorado 80440 (the “County”), and MOUNTAIN
PALM TECHNOLOGY GROUP LLC, with offices at 7901 4th St N, St Petersburg, STE 300, FL
33702 (“Contractor”) (each individually a “Party” and collectively the “Parties”).
RECITALS
WHEREAS, the County requires certain professional services as more fully described in
Exhibit A; and
WHEREAS, Contractor represents that it has the requisite expertise and experience to
perform the professional services; and
WHEREAS, the County desires to contract with the Contractor subject to the terms of this
Agreement.
NOW, THEREFORE, for the consideration hereinafter set forth, the receipt and sufficiency
of which are hereby acknowledged, the Parties agree as follows:
I.

SCOPE OF SERVICES

A.
Services. Contractor shall furnish all labor and materials required for the complete
and prompt execution and performance of all duties, obligations, and responsibilities which are
described or reasonably implied from the Scope of Services set forth in Exhibit A, attached hereto
and incorporated herein by this reference (the “Services” or “Scope of Services”). The Parties
recognize and acknowledge that, although the County has requested certain general services to be
performed or certain work product to be produced, the Contractor has offered to the County the
process, procedures, terms, and conditions under which the Contractor plans and proposes to
achieve or produce the services and/or work product(s) and the County, through this Agreement,
has accepted such process, procedures, terms, and conditions as binding on the Parties.
B.
Equipment. Contractor will not furnish or sell equipment, hardware, or other
materials under this Agreement.
C.
Changes to Services or Equipment. A change in the Scope of Services shall not be
effective unless authorized through a written amendment to this Agreement signed by both Parties.
If Contractor proceeds without such written authorization, Contractor shall be deemed to have
waived any claim for additional compensation, including a claim based on the theory of unjust
enrichment, quantum meruit or implied contract. Except as expressly provided herein or as
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otherwise provided in writing by the County, no agent, employee, or representative of the County
is authorized to modify any term of this Agreement.
D.
Duty to Inform. The Contractor shall perform the Services in accordance with this
Agreement and shall promptly inform the County concerning ambiguities and uncertainties related
to the Contractor’s performance that are not addressed by the Agreement.
E.
Time of Performance. The Contractor shall perform all Services in accordance with
this Agreement commencing on the Effective Date, as set forth in Section II of this Agreement,
until such Services are terminated or suspended in accordance with this Agreement. The
Contractor shall not temporarily delay, postpone, or suspend the performance of the Services
without the written consent of the Board of County Commissioners, County Manager, or a person
expressly authorized in writing to direct the Contractor’s services. Contractor agrees that failure
to complete any of the Services during the term of this Agreement, or as may be more specifically
set forth in Exhibit A, shall be deemed a breach of hereof.
II.

TERM AND TERMINATION

A.
Term. This Agreement shall commence on the date of mutual execution of the
Parties (the “Effective Date”) and shall continue until September 30, 2027 or until terminated as
provided herein (“Termination Date”). The Parties may mutually agree in writing to extend the
term of this Agreement, subject to annual appropriation.
B.
County Unilateral Termination. This Agreement may be terminated by the County
for any or no reason upon written notice delivered to the Contractor at least ten (10) days prior to
termination. In the event of the County’s exercise of the right of unilateral termination as provided
by this paragraph:
1. Unless otherwise provided in any notice of termination, the Contractor shall
provide no further services in connection with this Agreement after Contractor’s receipt of a notice
of termination; and
2. The Contractor shall deliver all finished or unfinished documents, data, studies and
reports prepared by the Contractor pursuant to this Agreement to the County and such documents,
data, studies, and reports shall become the property of the County; and
3. The Contractor shall submit to the County a final accounting and final invoice of
charges for all outstanding and unpaid Services and reimbursable expenses performed prior to the
Contractor’s receipt of notice of termination and for any services authorized to be performed by
the notice of termination as provided by Section II.B of this Agreement. The Contractor shall
deliver such final accounting and final invoice to the County within thirty (30) days of the date of
termination; thereafter, the County shall not accept and Contractor shall not submit any other
invoice, bill, or other form of statement of charges owing to the Contractor.
C.
Termination for Non-Performance. Should a party to this Agreement fail to
materially perform in accordance with the terms and conditions of this Agreement, this Agreement
may be terminated by the performing party if the performing party first provides written notice to
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the non-performing party. Such notice shall specify the non-performance, provide a demand to
cure the non-performance and reasonable time to cure the non-performance, and state a date upon
which the Agreement shall be terminated if there is a failure to timely cure the non-performance.
For purpose of this Section II.C, “reasonable time” shall not be less than five (5) business days. In
the event of a failure to timely cure a non-performance and upon the date of the resulting
termination for non-performance, the Contractor shall prepare a final accounting and final invoice
of charges for all performed but unpaid Services and any reimbursable expenses authorized by this
Agreement. Such final accounting and final invoice shall be delivered to the County within fifteen
(15) days of the Termination Date contained in the written notice. Thereafter, the County shall not
accept and Contractor shall not submit any other invoice, bill, or other form of statement of charges
owing to the Contractor. Provided that notice of non-performance is provided in accordance with
this Section II.C, nothing in this Section II.C shall prevent, preclude, or limit any claim or action
for default or breach of contract resulting from non-performance by a Party.
D.
Suspension of Services. The County may suspend the Contractor’s performance of
the Services at the County’s discretion and for any reason by delivery of written notice of
suspension to the Contractor which notice shall state a specific date of suspension. Upon
Contractor’s receipt of such notice of suspension from the County, the Contractor shall
immediately cease performance of the Services on the date of suspension except: (1) as may be
specifically authorized by the notice of suspension (e.g., to secure the work area from damage due
to weather or to complete a specific report or study); or (2) for the submission of an invoice for
Services performed prior to the date of suspension in accordance with this Agreement. Contractor
shall not re-commence performance of the Services until it receives written notice of recommencement from the County.
E.
Delivery of Notices. Any notice permitted by this Section II and its subsections
shall be addressed to the County Representative or the Contractor Representative at the address
set forth in Section XII.D of this Agreement or such other address as either Party may notify the
other of and shall be deemed given upon delivery if personally delivered, or forty-eight (48) hours
after deposited in the United States mail, postage prepaid, registered or certified mail, return receipt
requested.
III.

REPRESENTATIVES AND SUPERVISION

A.
County Representative. The County representative responsible for oversight of this
Agreement and the Contractor’s performance of Services hereunder shall be the County Manager
or his or her designee (“County Representative”). The County Representative shall act as the
County’s primary point of contact with the Contractor.
B.
Contractor Representative. The Contractor representative under this Agreement
shall be Kelly Belsher, IT Manager (“Contractor Representative”). The Contractor Representative
shall act as the Contractor’s primary point of contact with the County. The Contractor shall not
designate another person to be the Contractor Representative without prior written notice to the
County.
C.
County Supervision. The Contractor shall provide all Services with little or no
daily supervision by County staff or other contractors. Inability or failure of the Contractor to
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perform with little or no daily supervision which results in the County’s need to allocate resources
in time or expense for daily supervision shall constitute a material breach of this Agreement and
be subject to cure or remedy, including possible termination of the Agreement, as provided in this
Agreement. Notwithstanding the foregoing, the County reserves the right to monitor and evaluate
the progress and performance of Contractor to ensure the terms of this Agreement are being
satisfactorily met in accordance with the County’s and other applicable monitoring and evaluating
criteria and standards. Contractor shall cooperate with the County relating to such monitoring and
evaluation.
IV.

WARRANTIES.

A.
New Equipment. Contractor warrants that the Equipment shall be new and suitable
for the purpose used by the County and will be of good quality, free from faults and defects and in
conformance with Exhibit A.
B.
Title to Equipment. Contractor further warrants that it has full title to all the
Equipment to be conveyed to the County hereunder, that its transfer of such title to the County is
rightful and that all such Equipment shall be transferred free and clear from all security interests,
liens, claims or encumbrances whatsoever. Contractor agrees to warrant and defend such title
against all persons claiming the whole or any part thereof, at no cost to the County.
C.
Warranty on Workmanship. Contractor shall, for one year from the date that the
County initiates beneficial use of all Equipment provided under this Agreement (last piece of
Equipment is put into its intended use), promptly investigate, repair, or otherwise correct any parts,
components or Equipment supplied hereunder which contain faults or defects considered to be
minor and not affecting the integrity or structure of the Equipment. Contractor shall, for one year
from the date that the County initiates beneficial use of all Equipment provided under this
Agreement (last piece of Equipment is put into its intended use), promptly replace any parts,
components or Equipment supplied hereunder which contain faults or defects considered to be
other than minor, including affecting the integrity of the Equipment.
D.
Assignment of Equipment Warranties. The Contractor warrants and shall be
responsible and liable to the County for the warranties which are provided from the
manufacturer(s) of all Equipment supplied hereunder. Contractor shall provide, assign, and take
whatever additional steps are necessary to ensure that the Equipment is warranted for the benefit
of the County for the respective manufacturers’ warranty periods.
V.

COMPENSATION

A.
Not-to-Exceed Amount. Following execution of this Agreement by the Parties, the
Contractor shall be authorized to and shall commence performance of the Services as described in
Exhibit A, subject to the requirements and limitations on compensation as provided by this Section
IV and its subsections. Compensation to be paid hereunder shall not exceed SIXTY-TWO
THOUSAND AND FOUR HUNDRED DOLLARS ($62,400) unless a larger amount is agreed to
by and between the Parties in accordance with the amendment requirements of this Agreement.
Notwithstanding the amount specified in this Section, Contractor shall be paid only for work
performed. Contractor shall not be paid until tasks identified in the Scope of Services are
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performed to the satisfaction of the County. In consideration for the completion of the Scope of
Services by Contractor, the County shall pay Contractor as follows:
If this box is checked, the County shall pay Contractor on a time and materials
basis in accordance with the rate schedule shown in Exhibit B. This amount shall
include all fees, costs and expenses incurred by Contractor, and no additional
amounts shall be paid by the County for such fees, costs and expenses. Final
payment may be requested by the Contractor upon completion and the County’s
acceptance of all work or Services as set forth in Exhibit A.
If this box is checked, the County shall pay the Contractor the Not-to-Exceed
Amount in a single lump sum payment on __[insert date here]__.
B.
Invoicing. The County shall make payments to Contractor in accordance with
subsection A of this section IV within thirty (30) days after receipt and approval of invoices
submitted by Contractor. If payment is on a time and materials basis, Contractor shall submit
invoices to the County no more frequently than bi-weekly and shall identify the specific Services
performed for which payment is requested.
C.
Receipts. The County, before making any payment, may require the Contractor to
furnish at no additional charge releases or receipts from any or all persons performing work under
this Agreement and/or supplying material or services to the Contractor, or any subcontractor if this
is deemed necessary to protect the County’s interest. The County, however, may in its discretion
make payment in part or full to the Contractor without requiring the furnishing of such releases or
receipts.
D.
expenses.

Reimbursable Expenses.
1. If this Agreement is for lump sum compensation, there shall be no reimbursable

2. If the Agreement is for compensation based on a time and materials basis, the
following shall be considered “reimbursable expenses” for purposes of this Agreement and may
be billed to the County without administrative mark-up, which must be accounted for by the
Contractor, and proof of payment shall be provided by the Contractor with the Contractor’s
monthly invoices:
None
Vehicle Mileage (billed at not more than the prevailing per mile charge
permitted by the IRS as a tax deductible business expense)
Printing and Photocopying Related to the Services (billed at actual cost)
Long Distance Telephone Charges Related to the Services
Postage and Delivery Services
Lodging and Meals (but only with prior written approval of the County as
to dates and maximum amount)

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3. Other Expenses. Any fee, cost, charge, or expense incurred by the Contractor not
otherwise specifically authorized by this Agreement shall be deemed a non-reimbursable cost that
shall be borne by the Contractor and shall not be billed or invoiced to the County and shall not be
paid by the County.
E.
No Waiver. The County's review, approval or acceptance of, or payment for any
services shall not be construed to operate as a waiver of any rights under this Agreement or of any
cause of action arising out of the performance of this Agreement.
VI.

PROFESSIONAL RESPONSIBILITY

A.
General. Contractor hereby warrants that it is qualified to assume the
responsibilities and render the services described herein and has all requisite corporate authority
and professional licenses in good standing required by law.
B.
Standard of Performance. The work performed by Contractor shall be in accordance
with generally accepted professional practices and the level of competency presently maintained
by other practicing professional firms in the same or similar type of work in the applicable
community. The work and services to be performed by Contractor hereunder shall be done in
compliance with applicable laws, ordinances, rules and regulations.
C.
Subcontractors. The Parties recognize and agree that subcontractors may be
utilized by the Contractor for the performance of certain Services if and as described more
particularly in Exhibit A; however, the engagement or use of subcontractors will not relieve or
excuse the Contractor from performance of any obligations imposed in accordance with this
Agreement and Contractor shall remain solely responsible for ensuring that any subcontractors
engaged to perform Services hereunder shall perform such Services in accordance with all terms
and conditions of this Agreement. If Contractor engages subcontractors to perform any part of the
Services, Contractor shall include section VIII (Indemnification) in any such subcontracts.
VII.

INDEPENDENT CONTRACTOR

A.
General. Contractor is an independent contractor. Notwithstanding any other
provision of this Agreement, all personnel assigned by Contractor to perform work under the terms
of this Agreement shall be, and remain at all times, employees or agents of Contractor for all
purposes. Contractor shall make no representation that it is a County employee for any purposes.
B.
Liability for Employment-Related Rights and Compensation. The Contractor shall
be solely responsible for all compensation, benefits, insurance and employment-related rights of
any person providing Services hereunder during the course of or arising or accruing as a result of
any employment, whether past or present, with the Contractor, as well as all legal costs including
attorney’s fees incurred in the defense of any conflict or legal action resulting from such
employment or related to the corporate amenities of such employment. The Contractor will
comply with all laws, regulations, municipal codes, and ordinances and other requirements and
standards applicable to the Contractor’s employees, including, without limitation, federal and state
laws governing wages and overtime, equal employment, safety and health, employees’ citizenship,
withholdings, reports and record keeping. Accordingly, the County shall not be called upon to
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assume any liability for or direct payment of any salaries, wages, contribution to pension funds,
insurance premiums or payments, workers’ compensation benefits or any other amenities of
employment to any of the Contractor’s employees or any other liabilities whatsoever, unless
otherwise specifically provided herein.
C.
Insurance Coverage and Employment Benefits. The County will not include the
Contractor as an insured under any policy the County has for itself. The County shall not be
obligated to secure nor provide any insurance coverage or employment benefits of any kind or type
to or for the Contractor or the Contractor’s employees, sub-consultants, subcontractors, agents, or
representatives, including but not limited to coverage or benefits related to: local, state, or federal
income or other tax contributions, FICA, workers’ compensation, unemployment compensation,
medical insurance, life insurance, paid vacations, paid holidays, pension or retirement account
contributions, profit sharing, professional liability insurance, or errors and omissions insurance.
The following disclosure is provided in accordance with Colorado law:
CONTRACTOR ACKNOWLEDGES THAT NEITHER IT NOR ITS AGENTS OR
EMPLOYEES ARE ENTITLED TO UNEMPLOYMENT INSURANCE BENEFITS
UNLESS CONTRACTOR OR SOME ENTITY OTHER THAN THE COUNTY
PROVIDES SUCH BENEFITS. CONTRACTOR FURTHER ACKNOWLEDGES
THAT NEITHER IT NOR ITS AGENTS OR EMPLOYEES ARE ENTITLED TO
WORKERS’ COMPENSATION BENEFITS.
CONTRACTOR ALSO
ACKNOWLEDGES THAT IT IS OBLIGATED TO PAY FEDERAL AND STATE
INCOME TAX ON ANY MONEYS EARNED OR PAID PURSUANT TO THIS
AGREEMENT.
D.
Employee Benefits Claims. To the maximum extent permitted by law, the
Contractor waives all claims against the County for any Employee Benefits; the Contractor will
defend the County from any claim and will indemnify the County against any liability for any
Employee Benefits for the Contractor imposed on the County; and the Contractor will reimburse
the County for any award, judgment, or fine against the County based on the position the
Contractor was ever the County’s employee, and all attorneys’ fees and costs the County
reasonably incurs defending itself against any such liability.
VIII. INSURANCE
A.
General. During the term of this Agreement, the Contractor shall obtain and shall
continuously maintain, at the Contractor’s expense, insurance of the kind and in the minimum
amounts specified as follows by checking the appropriate boxes:
The Contractor shall obtain and maintain the types, forms, and coverage(s) of
insurance deemed by the Contractor to be sufficient to meet or exceed the
Contractor’s minimum statutory and legal obligations arising under this Agreement
(“Contractor Insurance”); OR
The Contractor shall secure and maintain the following (“Required Insurance”):

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Worker’s Compensation insurance in the minimum amount required by
applicable law for all employees and other persons as may be required by
law.
Comprehensive General Liability insurance with minimum combined
single limits of One Million Dollars ($1,000,000.00) each occurrence and
of Two Million Dollars ($2,000,000.00) aggregate. The policy shall be
applicable to all premises and all operations of the Contractor. The policy
shall include coverage for bodily injury, broad form property damage
(including completed operations), personal injury (including coverage for
contractual and employee acts), blanket contractual, independent
contractors, products, and completed operations. The policy shall contain a
severability of interests provision. Coverage shall be provided on an
“occurrence” basis as opposed to a “claims made” basis. Such insurance
shall be endorsed to name the County as Certificate Holder and name the
County, and its elected officials, officers, employees and agents as
additional insured parties.
Comprehensive Automobile Liability insurance with minimum combined
single limits for bodily injury and property damage of not less than One
Million Dollars ($1,000,000.00) each occurrence with respect to each of the
Contractor’s owned, hired and non-owned vehicles assigned to or used in
performance of the Services. The policy shall contain a severability of
interests provision. Such insurance coverage must extend to all levels of
subcontractors. Such coverage must include all automotive equipment used
in the performance of the Services, both on the work site and off the work
site, and such coverage shall include non-ownership and hired cars
coverage. Such insurance shall be endorsed to name the County as
Certificate Holder and name the County, and its elected officials, officers,
employees and agents as additional insured parties.
Professional Liability (errors and omissions) insurance with a minimum
limit of coverage of One Million Dollars ($1,000,000.00) per claim and
Two Million Dollars ($2,000,000) aggregate. Such policy of insurance
shall be obtained and maintained for one (1) year following completion of
all Services under this Agreement. Such policy of insurance shall be
endorsed to include the County as a Certificate Holder.
B.
Additional Requirements. Such insurance shall be in addition to any other insurance
requirements imposed by law. The coverages afforded under the policies shall not be canceled,
terminated or materially changed without at least thirty (30) days prior written notice to the County.
In the case of any claims-made policy, the necessary retroactive dates and extended reporting
periods shall be procured to maintain such continuous coverage. Any insurance carried by the
County, its officers, its employees, or its contractors shall be excess and not contributory insurance
to that provided by Contractor. Contractor shall be solely responsible for any deductible losses

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under any policy. For any and all insurance policies required hereunder, Contractor shall waive
subrogation rights against the County.
C.
Insurance Certificates. Contractor shall provide the County a certificate of
insurance and all endorsement required hereunder as evidence that the required policies are in full
force and effect prior to the commencement of the Services. The certificate shall identify the
Project/Services Name as set forth on the first page of this Agreement. A 30 day notice of
cancellation shall be in force with each policy. And Park County Government shall be listed as the
certificate holder on the certificate of insurance document.
D.
Failure to Obtain or Maintain Insurance. The Contractor’s failure to obtain and
continuously maintain policies of insurance shall not limit, prevent, preclude, excuse, or modify
any liability, claims, demands, or other obligations of the Contractor arising from performance or
non-performance of this Agreement. Failure on the part of the Contractor to obtain and to
continuously maintain policies providing the required coverage, conditions, restrictions, notices,
and minimum limits shall constitute a material breach of this Agreement upon which the County
may immediately terminate this Agreement, or, at its discretion, the County may procure or renew
any such policy or any extended reporting period thereto and may pay any and all premiums in
connection therewith. All monies paid by the County, together with an additional five percent (5%)
administrative fee, shall be repaid by the Contractor to the County immediately upon demand by
the County. At the County’s sole discretion, the County may offset the cost of the premiums against
any monies due to the Contractor from the County pursuant to this Agreement.
IX.

INDEMNIFICATION

A.
Contractor agrees to indemnify and hold harmless the County and its officers,
insurers, volunteers, representatives, agents, employees, and assigns from and against all claims,
liability, damages, losses, expenses and demands, including attorney fees, on account of injury,
loss, or damage, including without limitation claims arising from bodily injury, personal injury,
sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which
arise out of or are in any manner connected with this Agreement if such injury, loss, or damage is
caused in whole or in part by, the act, omission, error, professional error, mistake, negligence, or
other fault of Contractor, any subcontractor of Contractor, or any officer, employee, representative,
or agent of Contractor, or which arise out of a worker's compensation claim of any employee of
Contractor or of any employee of any subcontractor of Contractor. Contractor's liability under this
indemnification provision shall be to the fullest extent of, but shall not exceed, that amount
represented by the degree or percentage of negligence or fault attributable to Contractor, any
subcontractor of Contractor, or any officer, employee, representative, or agent of Contractor or of
any subcontractor of Contractor.
B.
If Contractor is providing architectural, engineering, surveying or other design
services under this Agreement, the extent of Contractor's obligation to indemnify and hold
harmless the County may be determined only after Contractor's liability or fault has been

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determined by adjudication, alternative dispute resolution or otherwise resolved by mutual
agreement between the Parties, as provided by C.R.S. § 13-50.5-102(8)(c).
X.

RESERVED

XI.

REMEDIES

A.
In addition to any other remedies provided for in this Agreement, and without
limiting its remedies available at law, the County may exercise the following remedial actions if
the Contractor substantially fails to perform the duties and obligations of this Agreement.
Substantial failure to perform the duties and obligations of this Agreement shall mean a significant,
insufficient, incorrect, or improper performance, activities or inactions by the Contractor. The
remedial actions the County may take include:
1. Suspend the Contractor’s performance pending necessary corrective action as
specified by the County without the Contractor’s entitlement to an adjustment in any charge, fee,
rate, price, cost, or schedule; and/or
2. Withhold payment to the Contractor until the necessary services or corrections in
performance are satisfactorily completed; and/or
3. Deny payment for those services which have not been satisfactorily performed, and
which, due to circumstances caused by the Contractor, cannot be performed, or if performed would
be of no value to the County; and/or
4. Terminate this Agreement in accordance with this Agreement.
B.
The foregoing remedies are cumulative and the County, in its sole discretion, may
exercise any or all of the remedies individually or simultaneously.
XII.

RECORDS AND OWNERSHIP

A.
Retention and Open Records Act Compliance. Contractor hereby acknowledges
that the County is a public entity subject to the Colorado Open Records Act, C.R.S. § 24-72-101
et seq. (“CORA”). As such, this Agreement may be subject to public disclosure under CORA.
Furthermore, all records of the Contractor related to the provision of Services hereunder, including
public records as defined in CORA, and records produced or maintained in accordance with this
Agreement, are to be retained and stored in accordance with the County’s records retention and
disposal policies. Those records which constitute “public records” under CORA are to be at the
County offices or accessible and opened for public inspection in accordance with CORA and
County policies. Public records requests for such records shall be processed in accordance with
County policies. Contractor agrees to allow access by the County and the public to all documents
subject to disclosure under applicable law. Contractor’s willful failure or refusal to comply with
the provisions of this Section shall result in the immediate termination of this Agreement by the
County. Nothing contained herein shall limit the Contractor’s right to defend against disclosure of
records alleged to be public.

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B.
County’s Right of Inspection. The County shall have the right to request that the
Contractor provide to the County a list of all records of the Contractor related to the provision of
Services hereunder retained by the Contractor in accordance with this subsection and the location
and method of storage of such records. Contractor agrees to allow inspection at reasonable times
by the County of all documents and records produced or maintained in accordance with this
Agreement.
C.
Ownership. Any work product, materials, and documents produced by the
Contractor pursuant to this Agreement shall become property of the Park County upon delivery
and shall not be made subject to any copyright by the Contractor unless authorized by the County.
Other materials, statistical data derived from other clients and other client projects, software,
methodology and proprietary work used or provided by the Contractor to the County not
specifically created and delivered pursuant to the Services outlined in this Agreement shall not be
owned by the County and may be protected by a copyright held by the Contractor and the
Contractor reserves all rights granted to it by any copyright. The County shall not reproduce, sell,
or otherwise make copies of any copyrighted material, subject to the following exceptions: (1) for
exclusive use internally by County staff and/or employees; or (2) pursuant to a request under
CORA, to the extent that such statute applies; or (3) pursuant to law, regulation, or court order.
The Contractor waives any right to prevent its name from being used in connection with the
Services. The Contractor may publicly state that it performs the Services for the County.
D.
Return of Records to County. At the County’s request, upon expiration or
termination of this Agreement, all records of the Contractor related to the provision of Services
hereunder, including public records as defined in the CORA, and records produced or maintained
in accordance with this Agreement, are to be returned to the County in a reasonable format and
with an index as determined and requested by the County.
XIII. MISCELLANEOUS
A.
Governing Law and Venue. This Agreement shall be governed by the laws of the
State of Colorado, and any legal action concerning the provisions hereof shall be brought in Park
County, Colorado.
B.
No Waiver. Delays in enforcement or the waiver of any one or more defaults or
breaches of this Agreement by the County shall not constitute a waiver of any of the other terms
or obligations of this Agreement.
C.
Integration. This Agreement constitutes the entire agreement between the Parties,
superseding all prior oral or written communications.
D.
Notice. Unless otherwise provided in this Agreement, any notice under this
Agreement shall be in writing, and shall be deemed sufficient when directly presented or sent via
pre-paid, first class United States Mail, to the party at the address set forth below.

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If to the County:

If to Contractor:

Park County
Attn: County Manager
856 Castello Avenue
P.O. Box 1373
Fairplay, CO 80440

Contractor's Name
Attn: William Graham III
7901 4th St N
STE 300
St. Petersburg, FL 33702

With Copy to:
Park County Attorney
Evans Legal Group P.C
1964 E Park Square Dr. Ste J
Parker, CO 80134

With Copy to:

E.
Severability. If any provision of this Agreement is found by a court of competent
jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall
remain in full force and effect.
F.
Modification. This Agreement may only be modified upon written agreement
signed by the Parties.
G.
Assignment. Neither this Agreement nor any of the rights or obligations of the
Parties hereto, shall be assigned by either Party without the written consent of the other.
H.
Affirmative Action. The Contractor warrants that it will not discriminate against
any employee or applicant for employment because of race, color, religion, sex or national origin.
The Contractor warrants that it will take affirmative action to ensure applicants are employed, and
employees are treated during employment without regard to their race, color, religion, sex or
national origin. Such action shall include, but not be limited to the following: employment,
upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination;
rates of pay or other forms of compensation; and selection for training, including apprenticeship.
I.
Governmental Immunity. The County, its officers, and its employees, are relying
on, and do not waive or intend to waive by any provision of this Agreement, the monetary
limitations or any other rights, immunities, and protections provided by the Colorado
Governmental Immunity Act, C.R.S. § 24-10-101, et seq., as amended (“CGIA”), or otherwise
available to the County and its officers or employees.
J.
Rights and Remedies. In the event of a breach of this Agreement by Contractor,
the County shall have the right, but not the obligation, to obtain specific performance of the
Services. In addition, if the County terminates this Agreement, in whole or in part, due to a breach
by Contractor, Contractor shall be liable for actual and consequential damages to the County. The
rights and remedies of the County under this Agreement are in addition to any other rights and
remedies provided by law. The expiration of this Agreement shall in no way limit the County's
legal or equitable remedies, or the period in which such remedies may be asserted.
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K.
Annual Appropriation. Consistent with Article X, § 20 of the Colorado
Constitution, any financial obligation of the County not performed during the current fiscal year
is subject to annual appropriation, and thus any obligations of the County hereunder shall extend
only to monies currently appropriated and shall not constitute a mandatory charge, requirement,
debt or liability beyond the current fiscal year.
L.
Binding Effect. The Parties agree that this Agreement, by its terms, shall be binding
upon the successors, heirs, legal representatives, and assigns; provided that this Section XII shall
not authorize assignment.
M.
No Third-Party Beneficiaries. Nothing contained in this Agreement is intended to
or shall create a contractual relationship with, cause of action in favor of, or claim for relief for,
any third party, including any agent, sub-consultant or subcontractor of Contractor. Absolutely no
third-party beneficiaries are intended by this Agreement. Any third party receiving a benefit from
this Agreement is an incidental and unintended beneficiary only.
N.
Release of Information. The Contractor shall not, without the prior written
approval of the County, release any privileged or confidential information obtained in connection
with the Services or this Agreement.
O.
Attorneys’ Fees. If the Contractor breaches this Agreement, then it shall pay the
County’s reasonable costs and attorney's fees incurred in the enforcement of the terms, conditions,
and obligations of this Agreement.
P.
Survival. The provisions of Sections VII (Independent Contractor), VIII
(Insurance), IX (Indemnification) and XIII (A) (Governing Law and Venue), (J) (Rights and
Remedies), (K) Annual Appropriation), (N) (Release of Information) and (O) Attorneys’ Fees, shall
survive the expiration or termination of this Agreement. Any additional terms and conditions of the
Agreement that require continued performance, compliance, or effect beyond the termination date
of the Agreement shall survive such termination date and shall be enforceable in the event of a
failure to perform or comply.
Q.
Agreement Controls. In the event a conflict exists between this Agreement and any
term in any exhibit attached or incorporated into this Agreement, the terms in this Agreement shall
supersede the terms in such exhibit.
R.
Force Majeure. Neither the Contractor nor the County shall be liable for any delay
in, or failure of performance of, any covenant or promise contained in this Agreement, nor shall
any delay or failure constitute default or give rise to any liability for damages if, and only to extent
that, such delay or failure is caused by “force majeure.” As used in this Agreement, “force majeure”
means acts of God, acts of the public enemy, acts of terrorism, unusually severe weather, fires,
floods, epidemics, quarantines, strikes, labor disputes and freight embargoes, to the extent such
events were not the result of, or were not aggravated by, the acts or omissions of the non-performing
or delayed party.
S.

Protection of Personal Identifying Information. In the event the Services include or

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require the County to disclose to Contractor any personal identifying information as defined in
C.R.S. § 24-73-101, Contractor shall comply with the applicable requirements of C.R.S. §§ 24-73101, et seq., relating to third-party services providers.
T.
Authority. The individuals executing this Agreement represent that they are
expressly authorized to enter into this Agreement on behalf of Park County and the Contractor and
bind their respective entities.
U.
Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall constitute an original and all of which shall constitute one and the same document.
In addition, the Parties specifically acknowledge and agree that electronic signatures shall be
effective for all purposes, in accordance with the provisions of the Uniform Electronic Transactions
Act, Title 24, Article 71.3 of the Colorado Revised Statutes.
V.
Web Accessibility Compliance Requirements. Contractor agrees to provide
Services in a manner that ensures the County’s full compliance with applicable web accessibility
requirements set forth in C.R.S. § 24-34-802 and associated regulations, as may be amended from
time to time.

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THIS AGREEMENT is executed and made effective as provided above.
BOARD OF COUNTY COMMISSIONERS
PARK COUNTY, COLORADO
By:

________________________________
David B. Wissel, Chair

Date of execution: ______________________
ATTEST:

APPROVED AS TO FORM:
(excluding exhibits)

By: ______________________________
Milena Kassel, County Clerk

By: __________________________________
County Attorney
CONTRACTOR:
By:

________________________________

Printed Name: __________________________
Title: ________________________________
Date of execution: ______________________
FEIN:
STATE OF COLORADO
COUNTY OF

)
) ss.
)

The foregoing Agreement for Professional Services was subscribed, sworn to and acknowledged
before me this ___ day of ________________, 20___, by ______________________ as
____________________________
of
___________________________________,
a
___________________________________.
My commission expires: _____________
(S E A L)

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____________________________________
Notary Public
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EXHIBIT A
SCOPE OF SERVICES
Microsoft Endpoint Management and General IT Technical Services
Consultant: Mountain Palm Technology Group LLC
Client: Park County
Service Allocation: Up to 30 hours per week
Purpose:
Mountain Palm Technology Group LLC will provide Park County with technical consulting,
administration, troubleshooting, implementation, and support services for Microsoft endpointmanagement technologies and other information-technology systems as requested by County IT
leadership.
The engagement is intended to provide the County with flexible access to experienced technical
resources for both planned initiatives and operational needs.
Core Services:
The Consultant will continue to provide administration, engineering, troubleshooting, and project
support for the County’s Microsoft endpoint-management environment, including, but not
limited to:
•
•
•
•
•
•
•
•
•
•
•
•

Microsoft Intune administration and configuration
Microsoft Entra ID device management and integration
Windows endpoint configuration and lifecycle management
Device enrollment, compliance, and configuration policies
Application deployment and management
Windows Update policy and update-ring management
Microsoft Universal Print
Authentication and access troubleshooting
Endpoint security configuration
Device inventory, reporting, remediation, and automation
PowerShell scripting and administrative automation
Documentation and technical recommendations

General IT Technical Services:
At the direction of Park County IT leadership, the Consultant may also provide technical
assistance outside the Microsoft endpoint-management environment. Such services may include,
but are not limited to:
•

Windows server administration and troubleshooting

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•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•

Microsoft 365 and email-system troubleshooting
Active Directory and Entra ID administration
Authentication, directory synchronization, and identity troubleshooting
Network troubleshooting and diagnostics
Ethernet switch configuration and switch-port administration
VLAN, routing, DNS, DHCP, and connectivity troubleshooting
Firewall and VPN troubleshooting
File, print, and application-server troubleshooting
Software installation, configuration, and remediation
Workstation and peripheral troubleshooting
Cybersecurity incident support and remediation
Log review and technical investigation
System recovery and post-incident cleanup
Administrative scripting and automation
Technical research, testing, and implementation
Coordination with County employees, vendors, service providers, and other technical
resources
Other information-technology services reasonably requested by Park County IT
leadership and within the Consultant’s technical capabilities

Work Prioritization:
Park County IT leadership will determine the priority of assigned work. The Consultant may
shift between endpoint-management responsibilities, projects, troubleshooting, incident
response, and other technical assignments as County operational needs require.
Where appropriate, the Consultant will advise County IT leadership of significant risks,
dependencies, resource requirements, or potential impacts before implementing material
changes.
Hours:
Services will be provided for up to 30 hours per week, unless additional hours are authorized by
Park County.
Hours may be allocated among endpoint-management work, project work, troubleshooting,
operational support, documentation, meetings, research, and other services performed under this
Scope of Work.
Nature of Engagement:
The Consultant is providing technical services and professional expertise to support Park
County’s IT organization. This Scope of Work is intentionally broad enough to permit the
County to assign related IT work as operational needs arise without requiring a separate Scope of
Work for each individual technical task.
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The Consultant does not assume ownership, operational responsibility, or warranty for systems
solely by assisting with their configuration, troubleshooting, administration, or repair. Material
changes to production systems will be performed with appropriate County authorization.

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EXHIBIT B
COMPENSATION
Contractor fee is:
$50 per hour with services not to exceed 30 hours per week
Invoices shall be submitted to County on a bi-weekly basis via USPS or email to:
Kelly Belsher
or
Kelly Belsher at:
IT Manager
[email protected]
Park County Government
PO Box 1373
Fairplay, CO 80440
Contractor terms: Net 30 days

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General Guidelines for Public Comment
During
Board of County Commissioners Meetings and Public Hearings
Approved by Resolution No. 24-003
1. County Commissioner Meetings and Public Hearings: Members of the public are welcome to
address the Commissioners during the designated public comment portion of the Board of
County Commissioner meeting and during the designated public comment portion of any public
hearing. Each speaker is allotted 3 minutes to present their views.
2. Work Sessions: Work sessions provide the Commissioners an opportunity to discuss County
business in a public forum as required. Public comment is not a guaranteed part of the Work
Session. Comments will be allowed at the discretion of the Board at the end of the Work Session
if time allows.
3. Addressing the Commissioners: When it's your turn to speak, approach the podium, sign-in on
the sheet, speak into the microphone and clearly state your name for the record. Please
continue to speak into the microphone so your comments can be properly recorded.
4. Time Limit: In fairness to all, each speaker is limited to 3 minutes. A timekeeper will give you a
warning when you have 30 seconds left, allowing you to conclude your remarks.
5. Relevance: During public hearings, keep your comments focused on the topic at hand, or case
under consideration.
6. Respect: Maintain a respectful tone and demeanor when speaking. Comments will become part
of the public record. As a result and in the spirit of civil discourse, please avoid personal attacks
and profanity. Disruptive behavior is not permitted.
7. Questions: If you pose a question during your comment, please do not expect an immediate
answer. The Commissioners will note the question and may address it during their deliberations
or request that the staff provide a response.
8. Group Representation: If you are representing a group, you may request additional time to
speak. However, this is at the discretion of the Chair and typically only granted if the group has
consolidated their comments to avoid repetition.
9. Written Comments: Written comments are also accepted and will be included in the public
record. Please submit these to the Commissioners’ administrative assistant no later than the
Friday before a scheduled public hearing or meeting. Comments can be sent via email
([email protected]) or mailed to the Board of County Commissioners’ office (PO Box 1373,
Fairplay, CO 80440).
10. Concluding: After your time has expired, conclude your comments promptly to allow the next
speaker to begin.

Guidelines Regarding Remote Attendance for
Park County Board of County Commissioner Meetings
and Public Hearings
Approved by Resolution No. 24-004

Remote Attendance
The Park County Board of County Commissioners are pleased to offer remote attendance options for our
upcoming Board of County Commissioner meetings and public hearings held during such meetings
through video conferencing technology. However, please note that remote attendance is offered as a
courtesy and is not guaranteed. Technical issues, including but not limited to internet connectivity,
audio and video disruption, or platform instability, may arise that are beyond the control of the Board.
Public Testimony and Record
For those who wish to make sure their testimony is included in the official public record, we strongly
recommend either attending the meeting or hearing in person or submitting your comments in writing.
Remote participation does not guarantee that your comments will be successfully received or included
in the public record due to the aforementioned potential for technical difficulties.
Submission of Written Comments
Written comments must be submitted to the Board of County Commissioners’ administrative assistant
no later than the Friday prior to the meeting or hearing to be included in the official record. Comments
can be sent via email ([email protected]) or mailed to the Board of County Commissioners’ office (PO
Box 1373, Fairplay, CO 80440 ). Please refer to the Board of County Commissioners’ Guidelines for Public
Speaking for guidance in preparing your comments.
In-person Attendance
Attending in person is the most reliable way to ensure your voice is heard and your testimony is
recorded. If you choose this option, please adhere to any guidelines or protocols that may be in place.