RFP 2025 Class and Compensation Study

RFP Issued: December 12, 2024

Responses Due: January 15, 2025

333 W. Colorado Ave

P.O. Box 1170

Telluride, CO 81435

1. Request for Proposal

San Miguel County, Colorado (“County”) is seeking proposals from qualified professional consulting firms or qualified individuals to design and conduct a comprehensive classification and compensation study, including wages, for full-time and part-time employees of San Miguel County.

Consulting firm proposals must also consider internal and external equity analysis with job comparisons using established job-related criteria. The compensation study should review job descriptions and the relationships of job categories and classes within specific occupational groups and across the entire organization.

The successful bidder must be able to complete and submit the final study to San Miguel County within a six-month timeframe; no later than August 8, 2025. Consultants are invited to submit proposals by 4:00 PM MST, on Wednesday, January 15, 2025.

1. Background

San Miguel County serves approximately 8,000 citizens and encompasses a diverse region ranging from the rugged mountain resort communities of Telluride and Mountain Village to the ranching communities of the County's west end, Norwood and Egnar. The County is approximately 1,288 square miles, stretching from the San Juan Mountains in the east to the Utah border to the west. The incorporated towns in the County consist of Telluride (County seat), Mountain Village, Ophir, Sawpit, and Norwood. Other communities include Placerville and Egnar.

The County has approximately 150 employees which consist of 125 full-time employees, 10 elected officials, and various part-time, temporary, and seasonal employees. We would not seek an analysis of elected or contract positions.

1. Scope of Work and Deliverables

The Classification and Compensation Study shall include, but is not limited to the following:

1. Conduct a total classification and compensation study, analyze the information, and develop recommendations.
2. Conduct a comprehensive review of current compensation practices, wages, and related issues.
3. Review and make recommendations regarding FLSA Exempt/Non-Exempt status for each position.
4. Conduct interview and briefing sessions with department heads, and various employees within the scope of the study.
5. Systematically complete internal salary relationship analysis by departments/ offices and positions, including the development of appropriate internal relationship guidelines (internal equity).
6. Compare salary ranges for all employees performing the same or similar functions.
7. Recommend the vertical salary relationship/differentials between jobs/positions in each job class.
8. Develop new jobs/positions or classes as appropriate.
9. Recommend deletion of outdated or unnecessary jobs/positions and/or job classes.
10. Ensure market equity by comparing San Miguel County to other county governments, local municipalities, and local businesses as appropriate. The following selected counties and towns should be used, at a minimum, for comparison purposes to San Miguel County, but should not be limited to the following:

1. Local Comparisons
   1. Town of Telluride
   2. Town of Mountain Village
2. Regional Comparisons
   1. Ouray County
   2. Montrose County
   3. Montezuma County
   4. La Plata County
3. Mountain County Comparisons
   1. Eagle County
   2. Pitkin County
   3. Summit County
   4. Routt County
   5. Gunnison County
4. Other counties/towns that you may recommend at the discretion of the Human Resources Director

1. Provide documentation of assessment for each position.
2. Develop externally competitive and internally equitable salary recommendations for each job class included in the study.
3. Update the existing grade and step rate structure or recommend a new grade rate structure that bases individual increases on both length of service and performance.
4. Recommend allocation of all employees to an appropriate job category and step (taking into consideration alleviation of compression and potential issues of disparity) within the step rate structure.
5. Prepare and provide the County with a report of the final documentation.
6. Present final recommendations to the Board of Commissioners at a work session or regular meeting.
7. Provide periodic (bi-weekly) status reports on progress via email.

1. Instructions to Proposers

In submitting a proposal, proposers must:

• Fully inform themselves of all existing conditions and requirements of the work.
• Guarantee their performance of proposal obligations through completion of the project.
• Exclude all sales or excise taxes from proposal figures since San Miguel County is tax- exempt.
• Return all furnished forms as part of the complete proposal. Any modification to the RFP will be issued as an Addendum, accompanied by an Acknowledgment form, which must be signed and returned with the proposal.
• Submit the sealed proposal package to San Miguel County Human Resources, Attn: Christina Lambert, Human Resources Director, P.O. Box 1170, Telluride, CO 81435 no later than January 15, 2025, at 4:00 PM MST. Late proposals will not be accepted past the January 15, 2025, deadline.
• Retain a complete copy of the submitted proposal for the bidder’s records. The County will not be liable for any costs associated with the preparation or transmittal of any proposal or material submitted in response to this RFP. All proposal material submitted shall become the property of San Miguel County and will not be returned.

In order to facilitate the evaluation of the Proposals, the Proposer is instructed to follow the outline below in responding. Proposals that do not follow the outline, or do not contain the required information may be considered as unresponsive Proposals.

Additional or more detailed information may be annexed to the main body of the Proposal.  Proposals shall be submitted electronically. Information shall include:

1. Company or Contractor Team Background Material - The Proposer shall provide information concerning the background of the firm including a brief description of the firm’s experience providing similar services.  This shall include any proposed subcontractor or consultants that the Proposer plans to engage on this project.
2. Experience/References - The Proposer shall provide a Client reference list, with names, addresses, and telephone numbers, especially for clients whom the Proposer has provided similar services in the past. The Proposer should be able to provide a list showing that they have worked on at least one similar project in the last five (5) years that are of similar size and scope.   References shall include a brief description of the project and the services provided.
3. Project Approach - The Proposer shall provide a preliminary design plan and cost estimate of their design, including construction techniques and proposed construction materials for the new construction. The Proposer shall also describe recent similar work and any other information that the Proposer deems relevant to the project, and which the Proposer believes will further the competitiveness of the Proposal, including work samples, pictures, etc. from similar completed projects.
4. Schedule - The Proposer shall provide a brief description of their ability to meet the construction schedule set forth in this Request for Proposal. In addition, the Proposer shall provide a proposed schedule of construction.
5. Cost Proposal - Proposers shall submit a Cost Proposal in Lump Sum not to exceed format.

1. Proposed Schedule

The proposed schedule for the Consultant selection is as follows:

Milestone                                                                                                         Proposed Dates

RFP Issued                                                                                                       December 12, 2024

Inquiry Deadline                                                                                              January 3, 2025

Inquiry Response deadline                                                                               January 7, 2025

Proposal Due                                                                                                    January 15, 2025

Interviews (if required)                                                                                    January 23, 2025

Notification of Selection (Tentative)                                                               January 28, 2025

Contract (Tentative)                                                                                          February 5, 2025

All dates are subject to change at the discretion of the County.

1. Inquiries

Inquiries on the contents and requirements of the RFP will be accepted in written electronic form only. Inquiries can be emailed to the attention of: Christina Lambert to For security reasons, you must enable JavaScript to view this E-mail address. . The deadline for inquiries is Friday, January 3rd at 3:00 PM Mountain Time, after which time no further inquiries will be addressed.

Substantive requests for information received may be responded to in writing by the County in the form of an addendum to this RFP and sent to all recipients of the RFP.

1. Proposal Requirements

Maximum page count for the proposal is six (6) sheets, two-sided and must start with a table of contents outlining the proposal.

Proposals must include clear descriptions of the firm’s capabilities to perform the requirements of the RFP, including the following:

1. Transmittal Letter. This letter should include information to acquaint us to the consultant and generally describe the consultant’s capabilities.

1. General Information. To include the following:

1. Consultant firm name, mailing address, email address, and telephone number.
2. Description of the firm, including size, locations, number of years in business, and primary services provided.
3. Names, titles, roles, phone numbers, and email addresses of all professional staff assigned to the project.
4. List of at least three current and similar projects for similar organizations within the last 5 years.
5. Statement of qualifications.
6. References of other counties and towns including names, phone numbers and email addresses.

1. Technical Proposal.

1. Provide a project approach, detailed work plan, a project schedule containing milestones and deliverables. If the project cannot be completed according to the proposed timeline shown above, provide an alternate schedule that identifies each area of the Scope of Service, deliverables, and their proposed timelines. Include any additional services of benefit to the project.
2. Complete description of job analysis and compensation methodology, including objectives, end products, process and procedures, and tasks to be performed.
3. Identify how employees, supervisors, department heads, and/or elected officials will be involved and informed during the process. Explain how the completed project will be presented to the full employee base and key county personnel, on the methodology used to systematically assess job classifications to maintain internal and external compensation equity.
4. Provide a project schedule with milestones and estimated completion based on the desire to meet an August 5, 2025 final report target.
5. Copy of one completed study, conducted during the past five (5) years, for a public entity of similar size. Provide public entity name, contact person, address, email address, and phone number.

1. Cost Proposal.

1. Provide a cost of services: include hourly rates as well as overall not to exceed project cost expected to provide for the project.
2. Indicate how the project budget will be allocated, both by task and document.
3. Provide a summary of billing rates or a fee schedule, including rates or fees for additional services of benefit to the project.
4. Indicate the ability to provide proof of professional liability insurance per the requirements of the sample contract included.

1. Project Schedule. The Proposer shall provide a brief description of their ability to meet the construction schedule set forth in this Request for Proposal. In addition, the Proposer shall provide a proposed schedule of construction.

1. Exceptions. Please include a statement regarding exceptions to the County’s sample contract included in the Attachments. If no exceptions are included, the County expects the Consultant will be able to sign the County’s contract and provide the required insurance and indemnification.

1. Proposal Submittal

The proposals must be submitted by Wednesday, January 15th at 4:00 PM Mountain Time. Late proposals will not be accepted. It is the Consultant’s responsibility to see that the Proposal is received at the proper time. The County is not responsible for delayed deliveries due to connectivity problems. The time the proposal is logged as received in the County’s email system shall determine the official time received. Please submit an electronic copy of the proposal to the attention of: Christina Lambert to For security reasons, you must enable JavaScript to view this E-mail address. with subject heading “RFP for SMC 2025 Class and Compensation Study.”

1. Selection Procedure and Evaluation Criteria

The County will have a Selection Committee for the evaluation and ranking of proposals. The County may conduct interviews if determined necessary after review of the proposals.

If an agreement regarding scope and fee is not reached within a reasonable period, the County may pursue negotiations with the next ranked firm or reissue the RFP altogether.

The Proposals will be evaluated and rated based on the factors listed below.

Attachment A - San Miguel County Professional Services Agreement

Attachment A

San Miguel County

Agreement for Professional Services

Independent Contractor

PROJECT:  _______

CONTRACTOR NAME:   _______

LOCATION:  _______

San Miguel County (the “County”) wishes to engage the services of an independent contractor for professional services.   The undersigned contractor (“Contractor”) has agreed to provide such services, as an independent contractor, in return for the compensation stated herein. Contractor has read and agrees to the terms and conditions stated herein.

BE IT AGREED AS FOLLOWS:

1)  Contract Documents.  The “Contract Documents” shall consist of the following: (add or subtract documents as needed and re-letter the Exhibits)

a.      this Agreement;

b.     the Bid/RFP Package (if applicable);

c.      the Statement of Work as Exhibit A;

d.     Contractor’s Proposal as Exhibit B;

e.      Certificate of Insurance and Endorsement as Exhibit C; and

f.      Contractor’s W-9 as Exhibit D

2)  Description of Services.  Contractor warrants that it is fully qualified to perform the below-described Services and shall perform the Services following generally recognized professional practices and standards of Contractor’s profession, to the reasonable satisfaction of the County, and in strict accordance with the provisions of the Contract Documents.  No adjustment or modification of the Contract Documents shall be allowed for any misunderstanding of the Services or of the terms and provisions contained in the Contract Documents.  Services shall include: (add information as needed of reference “see Statement of Work as Exhibit A”)

3)  Compensation. San Miguel County agrees to pay _______.

Invoices must be submitted to and approved by the County Representative designated in the “Authorized Representative” paragraph herein and delivered to the San Miguel County Finance Office.  Approved invoices that are received by the Finance Office before the 1 ^st day of the month will be paid on the tenth day of the month; invoices received in the Finance Office on the 2 ^nd through the 10 ^th day of the month will be paid on the 20 ^th day of the month; invoices received on the 11 ^th through the 20 ^th day of the month will be paid on the last working day of the month.   Payment of invoices does not constitute final acceptance of work, nor shall it be construed as a waiver by the County of any of its rights as may be provided by law.

Contractor represents and warrants that the prices, charges, or fees outlined in this Agreement (on the whole) are at least as favorable as the prices, charges, or fees Contractor charges (on the whole) to other of its customers/clients for the same or substantially similar services provided under the same or similar circumstances, terms, and conditions. If Contractor agrees or contracts with other customers/clients similarly situated during the term of this Agreement, and offers or agrees to a financial term more favorable than those set forth herein (on the whole), Contractor agrees that it will reduce the prices, charges, or fees charged to the County concerning the products/services hereunder to the most favorable rates received by those other customers/clients.

4)  Term of Agreement.  The term of this Agreement expires September 1, 2025.

5)  Authorized Representatives.  The County designates _______ as the County Representative under this Agreement.   Contractor designates _______ as the Contractor Representative.  Said Representatives shall have the authority to bind the parties concerning the Services.  The County Representative shall be present at the worksite and/or review Contractor’s work as necessary to assure the Contactor’s satisfactory performance under this Agreement.  The Contractor Representative shall also be responsible for advising the County Representative of the status of the Services and agrees to take direction only from the County Representative and to comply promptly and fully with the reasonable requests and directives issued by the County Representative from time to time.   The County may change its representative at any time by giving Notice to Contractor as set forth herein.   Contractor shall not replace the Contractor Representative unless: (a) the County requests a replacement or (b) Contractor terminates the employment of the Contractor Representative and provides a satisfactory substitute.  The County must approve the substitute Contractor Representative, and, if no substitute is acceptable, the County may terminate this Agreement.

6)  Approval and Acceptance of Services.  The County Representative shall be the sole judge of the acceptability of the Services by the Contractor and the sufficiency of any supporting data submitted by the Contractor.  If at the sole discretion of the County conferences with Contractor are necessary or desirable to explain or correct Services, Contractor shall make no additional charge for time or costs for attendance as such conference or for making the required explanations or corrections.

7)  Independent Contractor.  Contractor shall perform its duties hereunder as an independent contractor and not as an employee.  Neither Contractor nor any employee of Contractor shall be deemed to be an employee or agent of the County.  Contractor and its employees are not entitled to unemployment insurance or workers’ compensation benefits through the County and the County shall not pay for or otherwise provide such coverage.  Contractor shall be responsible for all employment taxes, income taxes, or other taxes incurred in performing this Contract.  Contractor shall provide and keep in force workers’ compensation and unemployment compensation insurance in the amounts required by law, and provide proof thereof when requested, and to be solely responsible for its acts and those of its employees and agents. The Services as defined herein, are subject to San Miguel County’s right of inspection and approval.  Contractor may practice their profession for others during periods when not performing work under this Agreement for San Miguel County.   The County may, during the term of this Agreement, engage other independent contractors to perform the same or similar work that the Contractor performs.

8)  Work Performed at Contractor's Risk.   Contractor warrants that it is fully qualified to perform the Services as set forth herein and shall perform the Services following the professional standards of the industry and in strict accordance with the provisions of the Contract Documents.  Contractor shall take all precautions necessary and shall be responsible for the safe performance of the services described herein.   All work shall be done at Contractor’s risk.  Contractor shall be responsible for any damage or loss to San Miguel County property used or held for use in connection with the work performed.

9)  Professional Liability Insurance & Licensure.  Contractor shall purchase and maintain Professional Liability (Errors and Omissions Liability) insurance coverage, from a company or companies licensed to do business in the State of Colorado, as of the effective date of this Agreement and shall be maintained for the duration of this Agreement. Contractor shall also maintain any professional licensure or certifications as required by law during the term of this Agreement. The minimum amount of said insurance coverage shall be commensurate with the risks of services provided under this Agreement to protect them from claims that may arise out of or result from operations under this Agreement, whether such operations be by themselves or by any subcontractor or by anyone directly or indirectly employed by any of them, or by anyone whose acts any of them may be liable. Contractor shall provide a copy of their valid professional license/certification and professional liability insurance coverage before commencing the Services under this Agreement and during the term of this Agreement shall provide the County written evidence of continuing insurance coverage within three (3) business days upon request from the County. Contractor is not relieved of any liability or other obligations due to its failure to obtain or maintain insurance in sufficient amounts, duration, or types.

10)  Governmental Immunity. The County does not intend to waive, by any provision of this Agreement, any rights, immunities, and protections provided by the Colorado Governmental Immunity Act, C.R.S.  §2 4-10-101, et seq, as currently in effect and as it may be subsequently amended.   This immunity continues beyond the termination of this Agreement for the acts or omissions that occurred during the Agreement Term.

11)  Indemnification.  Contractor shall indemnify, release, save, hold harmless and defend San Miguel County, its officials, employees, and agents from and against all liabilities, claims, actions, damages, losses, and expenses, including without limitation reasonable attorney’s fees and costs (hereinafter referred to collectively as “claims”) for bodily injury or personal injury, including death, or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of the Contractor or any of its owners, officers, directors, agents, employees, or subcontractors.  The indemnity includes any claim or amount arising out of or recovered under the Workers’ Compensation Law or arising out of the failure of such Contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree.  It is the specific intention of the parties that the County shall, in all instances, except for claims arising solely from the negligent or willful acts or omissions of the County, be indemnified by Contractor from and against any and all claims.   It is agreed that Contractor will be responsible for primary loss investigation, defense, and judgment costs where this indemnification is applicable.  In consideration of the award of this Agreement, the Contractor agrees to waive all rights of subrogation against the County, its officials, agents, and employees for losses arising from the work performed by the Contractor for the County according to this Agreement.

12)  No Pledge of Credit or Aid to Corporations. According to Colorado Constitution Article XI, Sections 1 and 2 and Article X, section 20, the County shall not indemnify or hold harmless Contractor or any party related to or operating under this Contract.  No provision in the Contract shall limit or set the amount of damages available to the County to any amount other than the actual direct and indirect damages to the County, regardless of the theory or basis for such damages.  Any provision included or incorporated herein by reference that purports to negate this provision in whole or in part shall not be valid or enforceable or available in any action at law or equity, whether by way of complaint, defense, or otherwise.

13)  Appropriation of Funds.  Time is of the essence in Contractor’s performance of its obligations under this Agreement.  San Miguel County’s expenditure of any funds under this Agreement beyond the current County fiscal year (January 1 – December 31) shall be expressly subject to and contingent upon the County’s budgeting and appropriating funds for such purposes according to the Colorado Local Government Budget Law and C.R.S. § 29-1-110.  Should such funds not be budgeted and appropriated for the County’s obligations under this Agreement for future fiscal years, this Agreement shall terminate at the end of the fiscal year for which such funding has been lawfully budgeted and appropriated, and the County shall provide the contractor with prior written notice of such termination.   Such cancellation shall not impose any penalty against the County in the event of a failure to appropriate sufficient funds.

14)  Suspension and Termination.  Without terminating this Agreement, the County may suspend Contractor’s Services following a five (5) day written Notice to Contractor.  In the event of a suspension, Contractor shall incur no additional expenses and shall perform no further services for the County under this Agreement after the date of receipt of the notice of a suspension unless otherwise specified by the County.  If the resumption of Contractor’s Services requires any waiver or change in this Agreement, the parties must mutually agree to such waiver or change, in writing, and the writing must be attached as an addendum to this Agreement. Additionally, the County reserves the right to terminate this Agreement, in whole or in part, with or without cause by giving a fifteen (15) day written Notice to Contractor.  In the event of termination, Contractor shall incur no additional expenses and shall perform no further services for the County under this Agreement after the date of receipt of the notice of termination, unless otherwise specified by the County.  Upon termination for any reason, the County shall be entitled to a prorated refund for the remainder of the current term.  In the event the County terminates this Agreement for cause, the provisions of the paragraph titled “Damages” shall apply.

15)  Damages.  If Contractor fails to comply with any material provision of the Agreement, Contractor shall be liable for any and all damages, including with limitation, the cost of procuring similar supplies or services and all other costs and expenses incurred by the County because of such failure.  All time limits stated in the Agreement are of the essence.   Contractor’s failure to substantially complete the services in conformance with the Agreement shall result in damages suffered by the County, including, without limitation, the County’s cost to complete the services together with any other expenses incurred, as determined by the County.  The County may offset any amounts owed to it as damages against any monies due and owing to Contractor under this Agreement.  In addition, the County shall be entitled to any other rights and remedies available to it in law or equity.

16)  Data Security.   During the course of Contractor's performance of the Work, the Contractor may be required to store or control the transmission of electronic data provided by the County (“County Data”).  The Contractor represents and warrants that:

1. It will take all reasonable precautions to maintain all County Data in a secure environment to prevent unauthorized access, use, or disclosure, including industry-accepted firewalls, up-to-date anti-virus software, and controlled access to the physical location of the hardware containing County Data;
2. Its collection, access, use, storage, disposal, and disclosure of County Data shall comply with all applicable data protection laws, as well as all other applicable regulations and directives;
3. It will notify the County of any actual or suspected data security incident as soon as practicable, but no later than 24 hours after it becomes aware of it;
4. The Contractor will provide the County with sufficient information for the County to satisfy its legal and regulatory notice obligations; and
5. It will promptly return or destroy any County Data upon request from the County Representative.

Contractor’s indemnification obligations identified elsewhere in this Contract shall apply to any breach of the provisions of this Paragraph.

17)   Accessibility Guidelines.  Contractor acknowledges that under the Americans with Disabilities Act (“ADA”), as amended (42 U.S.C. Sec. 1201 et seq.), programs, services, and other activities provided by a public entity to the public, whether directly or through a vendor, must be accessible to people with disabilities. Contractor shall make good faith efforts to provide the services specified in this Agreement in a manner that complies with the ADA and any and all other applicable federal, state and local disability rights legislation at all times and at no additional cost to County, including but not limited to the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et. seq.; Section 504 of the Rehabilitation Act of 1973, 29 U.S.C § 701 et. seq.; and the Colorado Anti-Discrimination Act, C.R.S. 24-34-401 et. seq., as amended; and the Colorado Accessibility Standards for Individuals with a Disability, C.R.S. 24-85-101 et. seq.  Such compliance may include, but not be limited to supporting assistive software or devices such as large print interfaces, text-to-speech output, voice-activated input, refreshable braille displays, and alternative keyboard or pointer interfaces, in a manner that, at minimum, is consistent with version 2.1 Level AA of the Web Content Accessibility Guidelines ( https://www.w3.org/TR/WCAG21/#background-on-wcag-2 ) or its successor standard as updated and adopted by any regulatory entity of competent jurisdiction. Contractor shall ensure that product maintenance and upgrades are implemented in a manner that does not compromise product accessibility at any time. The only exception to the WCAG 2.1 Level AA compliance requirement is if making such modifications would fundamentally alter the nature of the service, program, or activity or present an undue financial, technical, or administrative burden.

18)   Nondiscrimination. Contractor agrees to comply with the letter and spirit of the Colorado Anti-Discrimination Act, C.R.S. § 24-34-401, et seq., as amended, and all applicable local, state, and federal laws regarding discrimination and unfair employment practices. Contractor shall not refuse to hire, discharge, promote or demote, or discriminate in matters of compensation against any person otherwise qualified solely because of race, color, creed, religion, gender, gender identity, national origin or ancestry, disability, age, sex, sexual orientation, socio-economic status, marital status, veteran status, or any other basis prohibited by federal, state or local law.

19)   Colorado Labor Preference.  The provisions of C.R.S. §§ 8-17-101 and 102 may apply to this Agreement.  If this Agreement includes federal funds, this paragraph does not apply.  If the work to be performed under this Agreement falls within the definition of a “public works project,” then the Colorado Labor Preference applies.  Colorado labor must be employed to perform the work to the extent of not less than eighty percent (80%) of each type or class of labor in the several classifications of skilled and common labor employed on the project.  “Colorado labor” means any person who is a resident of the State of Colorado at the time of the public works project, without discrimination as to race, color, creed, sex, age, or religion except when sex or age is a bona fide occupation qualification.  A resident of the State of Colorado is a person who can provide a valid Colorado driver’s license, a valid Colorado state-issued photo identification, or documentation that they have resided in Colorado for the last thirty (30) days.

20)   Colorado Open Records Act.  The parties acknowledge that San Miguel County is a governmental entity formed according to Colorado law, and as such, is subject to the Colorado Open Records Act, C.R.S. § 24-72-200 et seq. (“CORA”). In the event the County receives a request under CORA that would require the production of records related to Contractor, the County will inform Contractor of such a request and provide Contractor with a copy of any such written request.  Contractor shall promptly notify the County if: (a) production of the requested record would disclose Contractor’s trade secrets, privileged information, and/or confidential commercial or financial data pursuant to C.R.S. § 24-72-204(3)a(IV) or; (b) Contractor desires to pursue a legal action to prevent disclosure of such documents. The County shall determine whether to deny the request. If the County’s denial of a request is challenged, the County will notify Contractor of such a challenge and provide the Company with a written copy of any such challenge.  Contractor shall indemnify and hold the County harmless from any claim or judgment as well as any costs and attorney’s fees incurred in denying such request or otherwise assisting Contractor in response to a denial and/or legal challenge to the denial.

21)   Compliance with Federal and State Health Information. Privacy Laws. Contractor and their employees, agents, and subcontractors shall comply with HIPAA and any State health information privacy laws, to the extent they are applicable.

22)   Security and Confidentiality.  Contractor understands that in the course of providing services under this Agreement, Contractor, Contractor’s employees or subcontractors may be exposed to sensitive or confidential documents or information, including but not limited to personal identifying information, protected health information, work product or involving the security of county buildings and employees.  Contractor assumes responsibility for safeguarding and maintaining the confidentiality and integrity of all County information and protecting against the disclosure of the same by Contractor, Contractor’s employees or subcontractors.

23)   Governing Law, Jurisdiction and Venue.  The rights and duties of the parties under this Agreement shall be governed by the laws of the State of Colorado, excluding its conflicts of law provisions. The courts of the State of Colorado shall have sole and exclusive jurisdiction of any disputes or litigation arising under the Software Agreement. Venue for any and all legal actions arising hereunder shall lie in the District Court in and for the County of San Miguel, State of Colorado.

24)  Dispute Resolution: San Miguel County does not agree to binding arbitration by any extra-judicial body or person nor does the County intend to waive its right to a jury trial.

25)   Warranty.  Contractor represents that the Services pursuant to the Contract Documents will be performed in accordance with industry standards in all material respects.

26)   Notice.  Notice under this Agreement shall be given in writing and shall be deemed received if given by: (a) confirmed electronic transmission (as defined below) when transmitted, if transmitted on a business day and during the normal business hours of the recipient, and otherwise on the next business day following transmission; (b) certified mail, return receipt requested, postage prepaid, three (3) business days after being deposited in the United States mail; or (c) overnight carrier service or personal delivery when received.  Notice shall be given to the parties at the following addresses:

San Miguel County Representative:                       Contractor Representative:

Copy to:  San Miguel County Attorney

PO Box 1170 (mailing)

333 W. Colorado Ave. (physical)

Telluride, CO 81435

970-728-3879

“Electronic Transmission” means any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process, but specifically excluding facsimile transmissions and texts. The parties agree that: (a) any notice or communication transmitted by electronic transmission shall be treated in all manner and respects as an original written document; (b) any such notice or communication shall be considered to have the same binding and legal effect as an original document, and; (c) at the request of either party, any such notice or communication shall be re-delivered or re-executed, as appropriate, by the party in its original form.

27)   Miscellaneous.

a.      Assignability. Contractor shall not assign its rights or delegate its obligations under this Agreement without the County’s prior written consent.

b.       Severability.  Should a court of competent jurisdiction determine that any provision or term of this Agreement be legally void or otherwise legally unenforceable, such provision or term shall be deemed severable from the remainder of this Agreement, which shall remain in full force and effect.

c.       Officials Not to Benefit.  No elected or employed member of the County government shall be paid or receive, directly or indirectly, any share or part of this Agreement or any benefit that may arise therefrom.

d.       Conflict of Interest.  Contractor shall not knowingly perform any act that would conflict in any manner with the performance of services under this Agreement.  Contractor certifies that it is not engaged in any current project or business transaction, directly or indirectly, nor has any interest, direct or indirect, with any person or business that might result in a conflict of interest in the performance of services.

e.       Records Retention.  Contractor shall maintain all records, including working papers, notes, and financial records, and make them available for County inspection and audit which they may require for any purpose authorized by law.

f.        Entire Agreement.  This Agreement, together with any attached exhibits, represents the complete, integrated, and merged understanding of the parties concerning the subject matter of this Agreement, and any prior or contemporaneous provision, term, condition, promise, representation, or understanding, shall be of no legal force or effect unless embodied herein in writing, or in a written amendment to this Agreement mutually agreed to and executed by the parties.  A party’s waiver of a specific right set forth herein shall not be deemed to be a waiver by that party of any other of its rights contained in this Agreement.  In the event of a conflict between an Exhibit to this Agreement and the body of this Agreement, the Agreement will govern the resolution of the conflict.

g.       Execution by Counterparts; Electronic Signatures.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.  The parties approve the use of electronic signatures for the execution of this Agreement. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. §24-71.3-101 et seq.

IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the latter day and year indicated below.

SAN MIGUEL COUNTY, COLORADO

County Representative Signature                                         Date

Contractor Signature                                                               Date

Reviewed by County Attorney’s Office for form.

Maura Fahey - County Attorney                                            Date