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HomeMy WebLinkAboutbocc.res.150.2018 CONTRACT RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS ("BOCC")OF PITKIN COUNTY, # 3 C7_ G(�. COLORADO AUTHORIZING,AN AGREEMENT BETWEEN THE PITKIN COUNTY BOARD OF ) COUNTY COMMISSIONERS AND MOUNTAIN RESCUE ASPEN FOR PROVISION OF SEARCH AND RESCUE SERVICES RESOLUTION NO. /50 ,2018 RECITALS: I. Pursuant to Section 2.8.3 (Actions)of the Pitkin County Home Rule Charter ("HRC")official action by formal resolution shall be required for all actions of the Board not requiring ordinance power on matters of significant importance affecting citizens. 2. The Pitkin County Sheriff(Sheriff) has the statutory responsibility under Section 24- 32-2107 CRS to coordinate search and rescue operations within Pitkin County. 3. Mountain Rescue Aspen (MRA) is dedicated to providing backcountry education and search and rescue missions within Pitkin County. 4. The Sheriff and MRA have a long relationship of working together for Search and Rescue"SAR" missions within Pitkin County and entered into a Mutual Aid Agreement in 2014. 5. Both Sheriff and MRA desire to continue to associate together for the provision of Search and Rescue services within Pitkin County. 6. MRA does not charge for SAR operations, but, through this Agreement,the County commits financial and in-kind support to MRA as follows: a. $15,000.00 annually for maintenance and fleet services at an outside facility; b. $15,000.00 annually as a contribution toward MRA Liability insurance; c. $5,000.00 in fuel from the Pitkin County Public Works Facility; d. $2,500 annual reimbursement for lost or damaged MRA owned equipment; and e. Approximately$2,500.00 in workers compensation coverage for MRA personnel. 7. The BOCC finds that it is in the best interests of the citizens of Pitkin County to approve this Resolution. NOW,THEREFORE,BE IT RESOLVED by the Board of County Commissioners of Pitkin County,Colorado that it hereby adopts an Agreement between the Pitkin County Board of County Commissioners and Mountain Rescue Aspen for Provision of Search and Rescue Services and authorizes the Chair to sign the Resolution and upon the satisfaction of the County Attorney as to form,execute any other associated documents necessary to complete this matter. 7 INTRODUCED AND FIRST READ ON THE 7A DAY OF damkr , 2018 AND AT FOR SECOND READING AND PUBLIC HEARING ON THE_&111 DAY OF ll.0 timber 2018. NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY O 'LHE RES UTION PUBLISHED IN THE ASPEN TIMES WEEKLY ON THE t4 DAY OF , 2018. NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE RESOLUTION POSTEDN THE OFFIC PITKIN COUNTY WEBSITE(www.pitkincounty.com ) ON THE a DAY OF '- r 2018. GL ADOPTE9.-jetFTER FINAL READING AND PUBLIC HEARING ON THE j� DAY OF llp.l7J>r)ur 2018. PUBLISHED BY TITLE AND SHORT SUMMARY, ER ADOPTION, IN THE ASPEN TIMES WEEKLY ON THE Iii-7'J` DAY OF Y, 2018. POSTED BY TITLE AND SHORT SUMMARY ON THE OEFIC.*L PITKIN COUNTY WEBSITE (wwwj2itkincounty.com ) ON THE '0 _DAY OF Lir 4e44aer 2018. A . T: BOARD OF COUNTY COMMISSIONERS / BY.,-i �I . /Alik By: lea tie Jones ,I Patti Clapper, Chair De., ty County Clerk Date: I t-21--?p16 APPRt PAS TO FORM: MANAGER APPROVAL 4ll‘ 1 j Ma dph rE#y, OM my Attorney Jon P ock,County Ma ger Rdlank 9. NenLTEC Attachment B PE T h I N CONTRACT + COUNTi # 2 • PITKIN COUNTY AGREEMENT FOR SERVICES BETWEEN PITKIN COUNTY AND MOUNTAIN RESCUE ASPEN THIS AGREEMENT FOR SERVICES ("Agreement") is made January 10, 2018 by and between the Board of County Commissioners of Pitkin County, Colorado, whose legal address is 530 East Main St., Suite 302, Aspen, Colorado 81611, (hereinafter the "County") and Mountain Rescue, Aspen, Incorporated, a Colorado not-for-profit corporation, 37925 CO Hwy 82, Aspen, CO 81611 (hereinafter"MRA")to perform the following Search and Rescue,and related activities, as set forth herein: I. Purpose The elected Pitkin County Sheriff (the "Sheriff" or "Pitkin County Sheriff') has the statutory responsibility pursuant to C.R.S. § 24-33.5-707(10) to coordinate search and rescue operations within Pitkin County, Colorado; and MRA is a Colorado nonprofit corporation dedicated to providing backcountry education and search and rescue services within Pitkin County and throughout the State of Colorado. Pitkin County and MRA have entered into this Agreement for the purpose of defining the parties' responsibilities with respect to the provision of search and rescue ("SAR")services within Pitkin County II. Term of Agreement This Agreement shall extend for the period of twelve(12) months,beginning on January I, 2018, and continuing until December 31, 2018 and thereafter shall automatically renew on January 1st of each calendar year for successive one(1)year periods for a maximum of ten (10) years unless terminated prior to such date in accordance with Section VI below. III. General Agreements A. SAR Responsibility. The parties understand and agree that the Pitkin County Sheriff has statutory responsibility for coordination of all SAR operations within Pitkin County. MRA agrees it shall only conduct SAR operations in Pitkin County at the request of, and in participation with, the Pitkin County Sheriff. However, nothing in this paragraph shall be construed to prevent MRA Members or MRA Associates (as defined below) from participating in out-of-county SAR operations as described in Section IV, Paragraph H, Mutual Aid Requests, of this Agreement. B. MRA Operational Area. MRA and Pitkin County agree that MRA's SAR responsibilities under this Agreement are limited to the backcountry areas of Pitkin County,except as provided in Section IV, Paragraph H. Backcountry areas of Pitkin County are areas that are not reasonably accessible by paved roads and/or accessible by means of road based ambulance service. Backcountry shall not include the in- bounds area of any ski area during its operational hours; provided, however, that the Sheriff may request that MRA provide SAR operation or assistance in non-SAR capacity (i.e.: flood, fire,evacuation), or otherwise participate in such other areas and activities as the Sheriff and MRA may agree to on a case by case basis. C. MRA Members. MRA Members (hereinafter referred to as "Members") are individuals who have been designated as a member of MRA in accordance with its bylaws and policies. Members have satisfactorily fulfilled MRA's requirements and training necessary to qualify as a Member and have received an assigned MRA number. Members are authorized by MRA to participate during SAR operations. D. MRA Associates. MRA Associates (hereinafter referred to as "Associates") are not Members but are individuals who may train or are otherwise familiar with MRA's SAR practices. Associates are individuals MRA authorizes to aid in participation with MRA SAR operations. An Associate may be deployed during a SAR operation at the discretion of MRA. Once deployed, Associates shall be considered part of MRA and an Authorized Volunteer, as defined below, and shall be entitled to the same benefits under this Agreement as any regular Member. E. Authorized Volunteers. Members and Associates shall be considered authorized volunteers as defined by the Governmental Immunity Act,C.R.S.§§ 24-10-101,et seq. and qualified volunteers as defined by the State of Colorado under C.R.S. §§ 24-32- 2201, a seq. (collectively, "Authorized Volunteers") when participating in any declared SAR mission or training. IV. MRA Responsibilities A. MRA Roster. MRA agrees to maintain a roster of all Members and Associates that accurately represents the current membership at all times. MRA shall provide the Sheriff as well as the County Risk Management Department with electronic access to its Roster for the purpose of providing insurance maintained by the County pursuant to this Agreement covering MRA, its Members, and Associates. B. MRA-County Meetings. To facilitate awareness of MRA activities,MRA agrees that its President and such other Members as the President deems necessary,shall meet with the Sheriff at least once annually. The County, the Sheriff, or MRA may request additional meetings to further the purposes of this Agreement,to respond to an incident, and/or to further facilitate awareness of MRA activities. C. MRA Rescue Leader On-Call. A MRA Rescue Leader("RL")shall be on call by pager and/or text messaging 24 hours a day,year round,to provide consulting and/or support to the Sheriff in the event that it may be necessary to conduct a SAR operation. If it is determined by the Sheriff that an official SAR incident will be declared ("SAR Incident"or"Incident"), it shall be conducted as described herein. For the purposes of this Agreement, any RL who assists the Sheriff prior to the official declaration of a SAR Incident shall be entitled to all coverages afforded to a Member pursuant to this 2 Agreement during a SAR Incident,beginning from the point where the RL is in contact with a Sheriffs deputy. D. Operational Expenses. Except as otherwise specified in this Agreement,MRA shall be responsible for all of its operational and internal expenses. Neither the Sheriff nor Pitkin County shall be responsible for any costs or expenditures incurred by MRA for any SAR operations, training exercises or any other activities conducted by MRA unless set forth in this Agreement,specified by applicable law or otherwise previously agreed in writing. E. MRA Vehicle Licensing and Insurance. MRA shall register all vehicles as required by State law. Insurance coverage for any type for MRA owned automobile, snowmobiles, all-terrain vehicles, motorcycles, boats or any other type of vehicle (such vehicles collectively termed"MRA Vehicles) will be paid by MRA. F. Incident Command System. Each SAR Incident shall be managed under the Incident Command System ("ICS") wherein the Sheriff's deputy handling the initial call shall declare a SAR Incident through the Pitkin County Regional Emergency Dispatch Center and become the Incident Commander("IC')for the SAR Incident. Once MRA is activated, a RL may assume the role of Operations Section Chief("OSC") for the Incident at the direction of the Pitkin County Sheriffs Office Incident Commander. The OSC shall be responsible for staffing and managing the Operations sections of the Incident,subject to the provisions following in the next paragraph. The OSC or other Members may also hold the role of Planning Section Chief("PSC") and Logistics Section Chief("LSC") and be responsible for the appropriate Sections. The OSC shall coordinate with the IC on logistics and finance/administrative issues. In the event that(i) MRA's activation is in support of an Aspen Skiing Company's Ski Patrol response,(ii)the Incident grows beyond the scale that can reasonably be handled by MRA, or (iii) the Incident requires a much larger than normal organization to resolve,after discussions with and upon direction of the IC, MRA will adjust its role in the SAR Incident as appropriate to the scale and duration of the Incident relative to the scope of MRA's capabilities. In any MRA involved Incident where a RL does not hold the position of OSC, a RL may be appointed to the command staff as MRA Liaison, and shall represent MRA interests and personnel therein. G. Incident Authorization and Termination. The Sheriff's request for MRA SAR services shall be the specific authorization for MRA's participation in an Incident. MRA's authorization to participate in any Incident shall terminate when so directed by the Sheriff, provided that such authorization shall continue through the time when all Members and Associates used in the Incident have checked out of Incident. MRA agrees that the Pitkin County Sheriff has the sole discretion to authorize or terminate MRA participation in a SAR Incident and has the ultimate authority with respect to limiting the number of individuals, MRA personnel or otherwise, participating in a particular SAR Incident. MRA agrees to commence and terminate SAR operations for i an Incident in a timely manner upon the request of the Sheriff; provided that, if the Sheriff requests MRA's participation in a SAR Incident, after consultation with the Sheriff, MRA shall have the right not to participate in an Incident if MRA reasonably believes that participation in the SAR Incident would constitute an unreasonable risk to the safety of its personnel or based upon any other reasonable belief. Pitkin County agrees that, subject to the Pitkin County Sheriff's authority to authorize,terminate,and limit operations for a particular SAR Incident,MRA shall have the authority to deploy, use, and withdraw MRA personnel during a SAR Incident as it reasonably deems appropriate. Any SAR operations undertaken by MRA or MRA personnel, including Members and Associates, without the express authorization of the Pitkin County Sheriff or any failure to terminate or limit MRA's participation in an SAR Incident when directed to do so by the Pitkin County Sheriff shall constitute a material breach of this Agreement and, upon such an occurrence, the protections and benefits of this Agreement shall not extend to MRA or its personnel. H. Mutual Aid Requests. The parties acknowledge and understand that,from time to time, MRA may receive requests that it participate in a SAR operation outside of Pitkin County from an agency or entity other than the Pitkin County Sheriff ("Mutual Aid Requests"). MRA agrees that all such Mutual Aid Requests for MRA SAR assistance located outside of Pitkin County are subject to the prior authorization of the Sheriff,as set forth in Paragraph IV.G. of this Agreement. If the Sheriff authorizes MRA to participate in a Mutual Aid Request located outside of Pitkin County,participation by MRA personnel in SAR operations shall constitute a Sheriff authorized activity, extending to such personnel the protection of all terms and conditions of this Agreement, including the protections of being an Authorized Volunteer. Nothing in this Agreement shall be construed to prevent any Member, Associate, or other individual from participating in a SAR operation located outside of Pitkin County. The protections and obligations afforded the named beneficiaries of this Agreement shall not extend to any individual or entity,whether MRA or individuals affiliated with MRA, participating in a Mutual Aid Request outside of Pitkin County or in a Mutual Aid Request that is not Authorized by the Pitkin County Sheriff. I. Outside Resources. MRA shall maintain a list of available resources from which MRA may request assistance in order to safely and effectively participate in a given SAR Incident ("Outside Resources"). Outside Resources may include fixed wing aircraft, helicopters, dog teams, horses, and other resources that MRA considers qualified, and with whom MRA may maintain a cooperative training or other relationship. In the event that MRA believes that the use of Outside Resources would be beneficial to the Incident, MRA shall first obtain approval from the designated Pitkin County Sheriff representative prior to deployment of the Outside Resource. MRA may facilitate the engagement of an Outside Resource during a SAR Incident, but the Pitkin County Sheriff shall decide whether to utilize the Outside Resource, and MRA shall have no financial responsibility or implied liability for mason of facilitating the engagement. 4 I. Media Contact - SAR related. The Pitkin County Sheriff's Office shall authorize all media releases that are related to anticipated,ongoing,or past SAR Incidents,including social media (i.e.: Facebook, Twitter. Instagram and blogs), prior to publication by MRA, its Members or Associates. The Pitkin County Sheriff's Office or the IC in charge of on ongoing or just completed Incident will ask the RL acting as OSC or another RL involved in the Incident to review the press release related to the Incident prior to its release; provided that neither the Pitkin County Sheriffs Office nor the IC shall be obligated to accept any changes suggested by any RL or Member. K. Media Contact-Non-SAR related. MRA is a non-profit corporation with missions in addition to,and outside of, its provision of SAR services to the Sheriff. These additional missions include Backcountry safety education for the community as well as maintaining independent,positive public relations. Therefore,this Agreement shall in no way restrict MRA's contact with the media on matters not relating to a SAR Incident. V. Pitkin County Responsibilities A. County Representative. The Pitkin County Sheriff will administer this Agreement as the County's Representative. In the event that the Pitkin County Sheriff is not available, the Pitkin County Undersheriff shall assume the County Representative's duties. B. Workers' Compensation Insurance. The County agrees to provide workers' compensation coverage for Members and Associates while participating in an authorized SAR Incident, training,or other activities as directed and/or authorized by the Sheriff and set forth in Paragraph IV.G of this Agreement. Training and other activities that occur on MRA property are considered independent MRA activities and do not require MRA to open an Incident with the Pitkin County Sheriff. Independent MRA activities and trainings that take place on MRA property may be eligible to be covered by County Workers' Compensation Insurance,so long as those activities and trainings are directly related to MRA's SAR function. Pitkin County has the sole discretion to determine whether a particular activity or training is eligible for coverage under the County's Workers' Compensation Insurance, and such coverage shall not be unreasonably withheld. The decision as to whether a particular training or activity is entitled to coverage may be made retroactively by the County in consideration of MRA's SAR function and the particular activity undertaken. In the event that Pitkin County determines that coverage should be withheld, Pitkin County shall provide MRA the reasons for denying coverage as well as the opportunity to meet with County personnel to dispute such a determination. Any training and other activities that take place in area of Pitkin County other than the MRA property require authorization from the Pitkin County Sheriff as set forth in this Agreement. In order to be entitled to County provided Workers' Compensation Insurance, Members and Associates engaged in a SAR Incident shall be listed on the MRA roster as set forth in Paragraph IV.A. MRA Roster. c C. Liability Insurance. The County agrees to provide $15,000.00 annually, on or before March 15 of each year, towards MRA's Liability Insurance costs. MRA shall name Pitkin County as an additional insured on any and all general liability policies that cover MRA SAR operations in Pitkin County. D. Fuel, Maintenance and Fleet Services. The County agrees to contribute $15,000.00 annually,on or before March 15 of each year, to MRA to support costs associated with vehicle maintenance and fleet services at an outside facility. On an annual basis and prior to MRA receiving the contribution for vehicle maintenance and service, Pitkin County or MRA may request that Pitkin County Fleet Services perform vehicle maintenance and service of MRA vehicles in lieu of MRA receiving a contribution from Pitkin County for vehicle maintenance and service costs. Pitkin County,through its Fleet Manager, shall have the sole discretion to determine whether Pitkin County has the capacity to perform maintenance and service to MRA vehicles. MRA may utilize the Pitkin County fuel facility for fueling any of its vehicles. Cost for consumed fuel at the County facility will be considered an additional contribution to MRA and is capped at an annual amount of$5,000.00 and is not considered part of the annual contribution for vehicle maintenance and fleet service. In the event that MRA fuel expenditures exceed $5,000.00, the County shall invoice MRA for the excess,and MRA shall promptly remit payment. MRA may utilized the Pitkin County wash-bay facility for the purpose of washing MRA vehicles and equipment. During and after utilizing the Pitkin County wash-bay, MRA shall maintain the facility in a clean and orderly condition as well as ensure that MRA and MRA personnel clean up any dirt or debris deposited in or on the wash-bay or on any wash-bay equipment to the standards set forth by the Pitkin County Meet Manager. The Pitkin County Fleet Manager shall have the sole discretion as to whether MRA is utilizing the wash-bay in accord with this Agreement and may terminate MRA's privilege to utilize the wash-bay at any time, after providing MRA with ten(10) days' notice and an opportunity to cure. E. Radio/Radio Infrastructure. The County agrees to provide MRA with radios to access the Pitkin County and State DTRS radio communications system for use by MRA personnel during Sheriff authorized Incidents, SAR operations, trainings and other activities. All radios and related equipment provided by the County to MRA pursuant to this Agreement shall be of a manufacturer and model reasonably satisfactory to MRA. Assigned radios are the property of Pitkin County and any expenses associated with the use of the Pitkin County and State radio system will be paid by Pitkin County. While using Pitkin County and State radio system, Members and Associates shall be FCC compliant and operate within all applicable parameters of Pitkin County radio use. 6 If requested by MRA, the County shall provide MRA with up to fifty (50) 800 MHz radios,along with bank and single chargers,batteries and associated radio accessories. The initial radio distribution shall be forty-four (44) portable and six (6) mobile 800 MHz radios. The County shall be responsible for the programming, repair and maintenance of all of MRA's radios received from Pitkin County. MRA shall assign a representative member to liaison with the Pitkin County Communications staff to keep Communications staff appraised of any performance and maintenance issue of radios so appropriate repair time can be scheduled.The County will replace radios at end-of-life based on the County 10-year replacement schedule and approved budget, provided that if a radio is lost or damaged during an authorized Incident, the County will replace the radio. F. Paging. If requested by MRA, the County agrees to provide MRA with up to sixty (60)alpha-numeric pagers. Assigned pagers are the property of Pitkin County and any expenses associated with the use of the Pitkin County paging system will be paid by the County. MRA agrees that the use of pagers will be limited to paging for Members related to SAR Incidents or for the purpose of relaying information on Mutual Aid Requests, trainings and other official team functions.The County will replace pagers at end-of-life based on the County 10-year replacement schedule and approved budget. The County will replace pagers lost or damaged during an authorized Incident. G. Damage to MRA Gear and Equipment. The County shall reimburse MRA for lost or damage to gear and equipment, excluding vehicles, occurring while deployed during an Incident in the amount up to $2,500 annually, if not covered by a DOLA reimbursement program. Gear and equipment eligible for reimbursement shall be reported to the Pitkin County Sheriffs Office Operations Commander within 48 ho s of the loss. VI. Termination of Agreement A. Termination for Convenience.Either party may terminate this Agreement upon ninety (90)days prior written notice to the other party. B. Termination for Breach. Either party may terminate this Agreement for breach of the terms and conditions set forth herein thirty(30)days after providing written notice to the other party of such breach if such breach: (i) has not been cured within 30 days; (ii) is not reasonably capable of being cured within thirty days. Specific performance shall not be a remedy for breach of this Agreement. A waiver of any breach by the non-breaching party shall not constitute a waiver of any other rights, duties or obligations contained in other terms of this Agreement and this Agreement, in all other particulars, shall remain in full force and effect. VII. Assiznability 7 This Agreement is not assignable by either party. VIII. Severability In the event that any provision of this Agreement shall be held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain valid and binding upon the parties hereto. IX. Integration and Modification This Agreement represents the entire and integrated agreement between the County and MRA and supersedes all prior negotiations, representations, or agreements, either written or oral. This Agreement may be amended only by written agreement signed by both the County and MRA. The County may,from time to time,request changes in the scope of services of MRA to be performed hereunder or in the County's obligations under Section V hereof. Any such changes which are mutually agreed between the County and MRA, shall be in writing and upon execution shall become part of this Agreement. X. Miscellaneous Provisions A. Time. Time is of the essence in the performance of this Agreement. Whenever this Agreement requires that a duty, responsibility or payment must be accomplished by a time certain, failure to do so shall be considered a breach of this Agreement. B. Agreement Made in Colorado. The parties agree that this Agreement was made in accordance with the laws of the State of Colorado and shall be so construed. Venue is agreed to be exclusively in the courts of Pitkin County,Colorado. C. Authority. Each person signing this Agreement represents and warrants that said person is fully authorized to enter into and execute this Agreement and to bind the party it represents to the terms and conditions hereof. D. Attorney Fees. In the event that legal action is necessary to enforce any of the provisions of this Agreement,the substantially prevailing party shall be entitled to its costs and reasonable attorney fees. E. Current Year Obligations. The parties acknowledge and agree that any payments provided for hereunder or requirements for future appropnations shall constitute only currently budgeted expenditures of the County. The County's obligations under this Agreement are subject to the County's annual right to budget and appropriate the sums necessary to provide the services set forth herein. No provisions of the Agreement shall constitute a mandatory charge or requirement in any ensuing fiscal year beyond the then current fiscal year of the County. No provision of the Agreement shall be construed or interpreted as creating a multiple-fiscal year direct or indirect debt or S other financial obligation of the County within the meaning of any constitutional or statutory debt limitation. This Agreement shall not directly or indirectly obligate the County to make any payments beyond those appropriated for the County's then current fiscal year. No provisions of this Agreement shall be construed to pledge or create a lien on any class or source of the County's moneys, nor shall any provision of this Agreement restrict the future issuance of the County's bonds or any obligations payable from any class or source of the County's money. F. Notice. Any notice required or permitted under this Agreement shall be in writing and shall be hand-delivered or sent by registered or certified regular mail,postage pre-paid and via e-mail (electronic delivery) to the mailing and e-mail addresses set forth below. Each party by notice sent under this paragraph may change the address to which future notices should be sent. Electronic delivery of notices shall be considered delivered upon receipt of confirmation of delivery on the pan of the sender. To: Pitkin County With copies to: Jon Peacock, County Manager Pitkin County Attorney's Office 530 East Main St., Suite 302 530 East Main St.,Suite 301 Aspen,Colorado 81611 Aspen,Colorado 81611 Email: jon.peacockrapitkincounty.com Email: Attomey@pitkincounty.com To: Mountain Rescue Aspen With Copies to: Attn: President Cavanaugh O'Leary 37925 CO Hwy 82 1500 Silver King Drive Aspen,CO 81611 Aspen,CO 81611 Phone: (970)4104-3,i CO Phone: 970-379-8898 Email: president @mountainrescue.org Email:jcay.oleary@gmail.com G. Governmental Immunity. The parties agree and understand that the County is relying on and does not waive, by any provision of this Agreement, the monetary limitations or terms (presently $150,000 per person and $600,000 per occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act. 24-10-101, et seq., C.R.S., as from time to time amended, or otherwise available to the County or any of its officers, agents or employees. Further, nothing in this Agreement shall be construed or interpreted to require or provide for indemnification of MRA by the County for any injury to any person or any property damage whatsoever which is caused by the negligence or other misconduct of the County or its agent or employees. H. No Third Party Beneficiaries. This Agreement is made and intended only to benefit the individuals and entities specifically identified and named in this Agreement and is not intended to create or provide any benefit, obligation, or cause of action, whether direct or indirect, to any other third party. 9 I. No Waiver. The waiver by any party to this Agreement of any term or condition of this Agreement shall not operate or be construed as a waiver of any subsequent breach by any party. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set out herein above. MOUNTAIN RESCUE,ASPEN,INCORPORATED Signature Date Justin Hood President PITKIN COUNTY, COLORADO BOARD OF COUNTY COMMISSIONERS OF PITIQN COUNTY,COLORADO gl.Cth C&ppG/ i a. fl-)Ol B Chair Date MANAGER APPROVAL: 1.y4k.v— S� 2 7 Ig Jon Pea k Date ,n