HomeMy WebLinkAboutresolution.council.035-26RESOLUTION 4035
(Series of 2026)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN
AND ROK TECHNOLOGIES AND AUTHORIZING THE CITY MANAGER
TO EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF ASPEN,
COLORADO.
WHEREAS, there has been submitted to the City Council a contract for
Enterprise GIS Managed Cloud Services, between the City of Aspen and ROK
Technologies, a true and accurate copy of which is attached hereto as Exhibit "A
and B " ;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF ASPEN, COLORADO,
That the City Council of the City of Aspen hereby approves that Contract for
Enterprise GIS Managed Cloud Services, between the City of Aspen and ROK
Technologies, a copy of which is annexed hereto and incorporated herein, and does
hereby authorize the City Manager to execute said agreement on behalf of the City
of Aspen.
RESOLVED, APPROVED, AND ADOPTED FINALLY by th ity
Council of the City of Aspen on the 24th day of March 2026.
0
1 Richards,
I, Nicole Henning, duly appointed and acting City Clerk do certify that the
foregoing is a true and accurate copy of that resolution adopted by the City Council
of the City of Aspen, Colorado, at a meeting held, March 24, 2026.
Nicole Henning, City Clerk
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Enterprise GIS Managed Cloud Services
CITY OF ASPEN STANDARD FORM OF AGREEMENT
PROFESSIONAL SERVICES
City of Aspen Contract No.: 2026-002
AGREEMENT made the 18th day of February, 2026.
BETWEEN the City:Contract Amount:The City of Aspen
427 Rio Grande PlaceAspen, Colorado 81611Phone: (970) 920-5079
And the Professional:
ROK Technologies, LLC1501 Belle Isle Ave., Suite 110Mount Pleasant, SC 29464US843-577-3192jervin@roktech.net
For the Following Project:
Exhibits appended and made a part of this Agreement:
The City and Professional agree as set forth below.
If this Agreement requires the City to payan amount of money in excess of$100,000.00 it shall not be deemed validuntil it has been approved by the CityCouncil of the City of Aspen.
City Council Approval:
Date: 3/24/2026
Resolution No.: 2026-035
Exhibit A: Scope of Work. Exhibit B: Fee Schedule.
Exhibit C: ROK Technologies, LLC Master Services Agreement
Total: 3 year contract total$400,000 see Exhibit B for pricingdetails per year
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1. ScopeofWork. ProfessionalshallperforminacompetentandprofessionalmannertheScopeof Work as set forth at Exhibit A attached hereto and by this reference incorporated herein.
2. Completion. ProfessionalshallcommenceWorkimmediatelyuponreceiptofawrittenNoticeto Proceed from the City and complete all phases of the Scope of Work as expeditiously as isconsistent with professional skill and care and the orderly progress of the Work in a timely manner.The parties anticipate that all Work pursuant to this Agreement shall be completed no later thanDecember 31, 2029. Upon request of the City, Professional shall submit, for the City's approval, aschedule for the performance of Professional's services which shall be adjusted as required as theprojectproceeds,andwhichshallincludeallowancesforperiodsoftimerequiredbytheCity'sprojectengineer for review and approval of submissions and for approvals of authorities having jurisdictionover the project. This schedule, when approved by the City, shall not, except for reasonable cause, beexceeded by the Professional.
3. Payment. Inconsiderationoftheworkperformed,CityshallpayProfessionalonatimeandexpense basis for all work performed. The hourly rates for work performed by Professional shall notexceedthosehourlyratessetforthatExhibitBappendedhereto.Exceptasotherwisemutuallyagreedto by the parties the payments made to Professional shall not initially exceed the amount set forthabove. Professional shall submit, in timely fashion, invoices for work performed. The City shallreviewsuchinvoicesand,iftheyareconsideredincorrectoruntimely,theCityshallreviewthematterwith Professional within ten days from receipt of the Professional's bill.
4. Non-Assignability. Both parties recognize that this Agreement is one for personal servicesand cannot be transferred, assigned, or sublet by either party without prior written consent of theother. Sub-Contracting, if authorized, shall not relieve the Professional of any of the responsibilitiesor obligations under this Agreement. Professional shall be and remain solely responsible to the Cityfor the acts, errors, omissions or neglect of any subcontractors’ officers, agents and employees, eachofwhomshall,forthispurposebedeemedtobeanagentoremployeeoftheProfessionaltotheextentof the subcontract. The City shall not be obligated to pay or be liable for payment of any sums duewhich may be due to any sub-contractor.
5. Termination of Procurement. The sale contemplated by this Agreement may be canceledby the City prior to acceptance by the City whenever for any reason and in its sole discretion theCity shall determine that such cancellation is in its best interests and convenience.
6. Termination of Professional Services. The Professional or the City may terminate theProfessional Services component of this Agreement, without specifying the reason therefor, bygivingnotice,inwriting,addressedtotheotherparty,specifyingtheeffectivedateofthetermination.No fees shall be earned after the effective date of the termination. Upon any termination, all finishedor unfinished documents, data, studies, surveys, drawings, maps, models, photographs, reports orother material prepared by the Professional pursuant to this Agreement shall become the property ofthe City. Notwithstanding the above, Professional shall not be relieved of any liability to the City fordamages sustained by the City by virtue of any breach of this Agreement by the Professional, andthe City may withhold any payments to the Professional for the purposes of set-off until such timeas the exact amount of damages due the City from the Professional may be determined.
7. Independent Contractor Status. It is expressly acknowledged and understood by the partiesthatnothingcontainedinthisagreementshallresultinorbeconstruedasestablishinganemployment
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relationship. Professional shall be, and shall perform as, an independent Contractor who agrees touse his or her best efforts to provide the said services on behalf of the City. No agent, employee, orservant of Professional shall be, or shall be deemed to be, the employee, agent or servant of the City.City is interested only in the results obtained under this contract. The manner and means ofconductingtheworkareunderthesolecontrolofProfessional. NoneofthebenefitsprovidedbyCityto its employees including, but not limited to, workers' compensation insurance and unemploymentinsurance, are available from City to the employees, agents or servants of Professional. ProfessionalshallbesolelyandentirelyresponsibleforitsactsandfortheactsofProfessional'sagents,employees,servants and subcontractors during the performance of this contract. Professional shall indemnifyCity against all liability and loss in connection with and shall assume full responsibility for paymentof all federal, state and local taxes or contributions imposed or required under unemploymentinsurance, social security and income tax law, with respect to Professional and/or Professional'semployees engaged in the performance of the services agreed to herein.
8. Indemnification. Professional agrees to indemnify and hold harmless the City, its officers,employees, insurers, and self-insurance pool, from and against all liability, claims, and demands, onaccount 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 kindwhatsoever, which arise out of or are in any manner connected with this contract, to the extent andforanamountrepresentedbythedegreeorpercentagesuchinjury,loss,ordamageiscausedinwholeor in part by, or is claimed to be caused in whole or in part by, the wrongful act, omission, error,professional error, mistake, negligence, or other fault of the Professional, any subcontractor of theProfessional, or any officer, employee, representative, or agent of the Professional or of anysubcontractor of the Professional, or which arises out of any workmen's compensation claim of anyemployee of the Professional or of any employee of any subcontractor of the Professional. TheProfessional agrees to investigate, handle, respond to, and to provide defense for and defend against,any such liability, claims or demands at the sole expense of the Professional, or at the option of theCity, agrees to pay the City or reimburse the City for the defense costs incurred by the City inconnection with, any such liability, claims, or demands. If it is determined by the final judgment ofa court of competent jurisdiction that such injury, loss, or damage was caused in whole or in part bythe act, omission, or other fault of the City, its officers, or its employees, the City shall reimburse theProfessional for the portion of the judgment attributable to such act, omission, or other fault of theCity, its officers, or employees.
9. Professional's Insurance.
(a) Professional agrees to procure and maintain, at its own expense, a policy or policiesof insurance sufficient to insure against all liability, claims, demands, and other obligationsassumed by the Professional pursuant to Section 8 above. Such insurance shall be in additionto any other insurance requirements imposed by this contract or by law. The Professionalshall not be relieved of any liability, claims, demands, or other obligations assumed pursuantto Section 8 above by reason of its failure to procure or maintain insurance, or by reason ofits failure to procure or maintain insurance in sufficient amounts, duration, or types.
(b) Professional shall procure and maintain, and shall cause any subcontractor of theProfessional to procure and maintain, the minimum insurance coverages listed below. Suchcoverages shall be procured and maintained with forms and insurance acceptable to the City.All coverages shall be continuously maintained to cover all liability, claims, demands, and
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other obligations assumed by the Professional pursuant to Section 8 above. In the case of anyclaims-made policy, the necessary retroactive dates and extended reporting periods shall beprocured to maintain such continuous coverage.
(i)Worker'sCompensation insurancetocoverobligationsimposedbyapplicablelaws for any employee engaged in the performance of work under this contract, andEmployers' Liability insurance with minimum limits of ONE MILLION DOLLARS($1,000,000.00) for each accident, ONE MILLION DOLLARS ($1,000,000.00)disease-policylimit,andONEMILLIONDOLLARS($1,000,000.00)disease-eachemployee. Evidence of qualified self-insured status may be substituted for theWorker's Compensation requirements of this paragraph.
(ii)Commercial General Liability insurance with minimum combined singlelimits of TWO MILLION DOLLARS ($2,000,000.00) each occurrence and THREEMILLION DOLLARS ($3,000,000.00) aggregate. The policy shall be applicable toallpremisesandoperations.Thepolicyshallincludecoverageforbodilyinjury,broadform property damage (including completed operations), personal injury (includingcoverage for contractual and employee acts), blanket contractual, independentcontractors, products, and completed operations. The policy shall include coveragefor explosion, collapse, and underground hazards. The policy shall contain aseverability of interests provision.
(iii)Professional Liability insurance with the minimum limits of ONE MILLIONDOLLARS ($1,000,000) each claim and TWO MILLION DOLLARS ($2,000,000)aggregate.
(c) The policy or policies required above shall be endorsed to include the City and the City'sofficers and employees as additional insureds. Every policy required above shall be primaryinsurance, and any insurance carried by the City, its officers or employees, or carried by orprovided through any insurance pool of the City, shall be excess and not contributoryinsurance to that provided by Professional. No additional insured endorsement to the policyrequired above shall contain any exclusion for bodily injury or property damage arising fromcompleted operations. The Professional shall be solely responsible for any deductible lossesunder any policy required above.
(d) The certificate of insurance provided to the City shall be completed by the Professional'sinsurance agent as evidence that policies providing the required coverages, conditions, andminimum limits are in full force and effect, and shall be reviewed and approved by the Cityprior to commencement of the contract. No other form of certificate shall be used. Thecertificate shall identify this contract and shall provide that the coverages afforded under thepolicies shall not be canceled, terminated or materially changed until at least thirty (30) daysprior written notice has been given to the City.
(e) Failure on the part of the Professional to procure or maintain policies providing therequired coverages, conditions, and minimum limits shall constitute a material breach ofcontract upon which City may immediately terminate this contract, or at its discretion Citymay procure or renew any such policy or any extended reporting period thereto and may pay
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any and all premiums in connection therewith, and all monies so paid by City shall be repaidby Professional to City upon demand, or City may offset the cost of the premiums againstmonies due to Professional from City.
(f) City reserves the right to request and receive a certified copy of any policy and anyendorsement thereto.
(g) The parties hereto understand and agree that City is relying on, and does not waive orintend to waive by any provision of this contract, the monetary limitations (presently$350,000.00 per person and $990,000 per occurrence) or any other rights, immunities, andprotections provided by the Colorado Governmental Immunity Act, Section 24-10-101 etseq., C.R.S., as from time to time amended, or otherwise available to City, its officers, or itsemployees.
10. City's Insurance. The parties hereto understand that the City is a member of the ColoradoIntergovernmental Risk Sharing Agency (CIRSA) and as such participates in the CIRSAProperty/Casualty Pool. Copies of the CIRSA policies and manual are kept at the City of Aspen RiskManagement Department and are available to Professional for inspection during normal businesshours. City makes no representations whatsoever with respect to specific coverages offered byCIRSA. City shall provide Professional reasonable notice of any changes in its membership orparticipation in CIRSA.
11. Completeness of Agreement. It is expressly agreed that this agreement contains the entireundertaking of the parties relevant to the subject matter thereof and there are no verbal or writtenrepresentations, agreements, warranties or promises pertaining to the project matter thereof notexpressly incorporated in this writing.
12. Notice. Anywrittennoticesascalledforhereinmaybehanddeliveredormailedbycertifiedmail return receipt requested to the respective persons and/or addresses listed above.
13. Non-Discrimination. No discrimination because of race, color, creed, sex, marital status,affectional or sexual orientation, family responsibility, national origin, ancestry, handicap, or religionshall be made in the employment of persons to perform services under this contract. Professionalagrees to meet all of the requirements of City's municipal code, Section 15.04.570, pertaining to non-discrimination in employment.
Any business that enters into a contract for goods or services with the City of Aspen or any of itsboards, agencies, or departments shall:(a) Implement an employment nondiscrimination policy prohibiting discrimination inhiring, discharging, promoting or demoting, matters of compensation, or any otheremployment-related decision or benefit on account of actual or perceived race,color, religion, national origin, gender, physical or mental disability, age, militarystatus, sexual orientation, gender identity, gender expression, or marital orfamilial status.(b) Not discriminate in the performance of the contract on account of actual orperceived race, color, religion, national origin, gender, physical or mental
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disability, age, military status, sexual orientation, gender identity, genderexpression, or marital or familial status.(c) Incorporate the foregoing provisions in all subcontracts hereunder.
14. Waiver. The waiver by the City of any term, covenant, or condition hereof shall not operateas a waiver of any subsequent breach of the same or any other term. No term, covenant, or conditionof this Agreement can be waived except by the written consent of the City, and forbearance orindulgence by the City in any regard whatsoever shall not constitute a waiver of any term, covenant,or condition to be performed by Professional to which the same may apply and, until completeperformance by Professional of said term, covenant or condition, the City shall be entitled to invokeanyremedyavailabletoitunderthisAgreementorbylawdespiteanysuchforbearanceorindulgence.
15. Execution of Agreement by City. This Agreement shall be binding upon all parties heretoand their respective heirs, executors, administrators, successors, and assigns. Notwithstandinganything to the contrary contained herein, this Agreement shall not be binding upon the City unlessduly executed by the City Manager of the City of Aspen (or a duly authorized official in the CityManager’s absence) and if above $100,000, following a Motion or Resolution of the Council of theCity of Aspen authorizing the City Manager (or other duly authorized official in the City Manager’sabsence) to execute the same.
16. Warranties Against Contingent Fees, Gratuities, Kickbacks and Conflicts of Interest.
(a) Professional warrants that no person or selling agency has been employed or retainedto solicit or secure this Contract upon an agreement or understanding for a commission,percentage, brokerage, or contingent fee, excepting bona fide employees or bona fideestablished commercial or selling agencies maintained by the Professional for the purposeof securing business.
(b) Professional agrees not to give any employee of the City a gratuity or any offer ofemployment in connection with any decision, approval, disapproval, recommendation,preparation of any part of a program requirement or a purchase request, influencing thecontent of any specification or procurement standard, rendering advice, investigation,auditing, or in any other advisory capacity in any proceeding or application, request forruling, determination, claim or controversy, or other particular matter, pertaining to thisAgreement, or to any solicitation or proposal therefore.
(c) Professional represents that no official, officer, employee or representative of theCityduringthetermofthisAgreementhasorone(1)yearthereaftershallhaveanyinterest,direct or indirect, in this Agreement or the proceeds thereof, except those that may havebeen disclosed at the time City Council approved the execution of this Agreement.
(d) In addition to other remedies it may have for breach of the prohibitions againstcontingent fees, gratuities, kickbacks and conflict of interest, the City shall have the rightto:
1. Cancel this Purchase Agreement without any liability by the City;
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2. Debar or suspend the offending parties from being a Professional, contractor orsubcontractor under City contracts;3. Deduct from the contract price or consideration, or otherwise recover, the value ofanything transferred or received by the Professional; and4. Recover such value from the offending parties.
17. Fund Availability. Financial obligations of the City payable after the current fiscal yearare contingent upon funds for that purpose being appropriated, budgeted and otherwise madeavailable. If this Agreement contemplates the City utilizing state or federal funds to meet itsobligations herein, this Agreement shall be contingent upon the availability of those funds forpayment pursuant to the terms of this Agreement.
18. General Terms.
(a) It is agreed that neither this Agreement nor any of its terms, provisions, conditions,representations or covenants can be modified, changed, terminated or amended, waived,supersededorextendedexceptbyappropriatewritteninstrumentfullyexecutedbytheparties.
(b) If any of the provisions of this Agreement shall be held invalid, illegal orunenforceable it shall not affect or impair the validity, legality or enforceability of any otherprovision.
(c) The parties acknowledge and understand that there are no conditions or limitations tothis understanding except those as contained herein at the time of the execution hereof andthat after execution no alteration, change or modification shall be made except upon a writingsigned by the parties.
(d) This Agreement shall be governed by the laws of the State of Colorado as from timetotimeineffect. VenueisagreedtobeexclusivelyinthecourtsofPitkinCounty,Colorado.
19. Electronic Signatures and Electronic Records. This Agreement and any amendmentshereto may be executed in several counterparts, each of which shall be deemed an original, andall of which together shall constitute one agreement binding on the Parties, notwithstanding thepossible event that all Parties may not have signed the same counterpart. Furthermore, each Partyconsents to the use of electronic signatures by either Party. The Scope of Work, and any otherdocuments requiring a signature hereunder, may be signed electronically in the manner agreed toby the Parties. The Parties agree not to deny the legal effect or enforceability of the Agreementsolely because it is in electronic form or because an electronic record was used in its formation.The Parties agree not to object to the admissibility of the Agreement in the form of an electronicrecord, or a paper copy of an electronic documents, or a paper copy of a document bearing anelectronic signature, on the grounds that it is an electronic record or electronic signature or that itis not in its original form or is not an original.
20. Successors and Assigns. This Agreement and all of the covenants hereof shall inure tothe benefit of and be binding upon the City and the Professional respectively and their agents,representatives, employee, successors, assigns and legal representatives. Neither the City nor theProfessional shall have the right to assign, transfer or sublet its interest or obligations hereunderwithout the written consent of the other party.
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21. Third Parties. This Agreement does not and shall not be deemed or construed to conferupon or grant to any third party or parties, except to parties to whom Professional or City mayassign this Agreement in accordance with the specific written permission, any right to claimdamages or to bring any suit, action or other proceeding against either the City or Professionalbecause of any breach hereof or because of any of the terms, covenants, agreements or conditionsherein contained.
22. Attorney’s Fees. In the event that legal action is necessary to enforce any of theprovisions of this Agreement, the prevailing party shall be entitled to its costs and reasonableattorney’s fees.
23. Waiver of Presumption. This Agreement was negotiated and reviewed through themutual efforts of the parties hereto and the parties agree that no construction shall be made orpresumption shall arise for or against either party based on any alleged unequal status of the partiesin the negotiation, review or drafting of the Agreement.
24. Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion.Professional certifies, by acceptance of this Agreement, that neither it nor its principals is presentlydebarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded fromparticipation in any transaction with a Federal or State department or agency. It further certifiesthat prior to submitting its Bid that it did include this clause without modification in all lower tiertransactions, solicitations, proposals, contracts and subcontracts. In the event that Professional orany lower tier participant was unable to certify to the statement, an explanation was attached tothe Bid and was determined by the City to be satisfactory to the City.
25. Integration and Modification. This written Agreement along with all Contract Documentsshall constitute the contract between the parties and supersedes or incorporates any prior writtenand oral agreements of the parties. In addition, Professional understands that no City official oremployee, other than the Mayor and City Council acting as a body at a council meeting, hasauthority to enter into an Agreement or to modify the terms of the Agreement on behalf of the City.Any such Agreement or modification to this Agreement must be in writing and be executed by theparties hereto.
26. The Professional in performing the Services hereunder must comply with all applicableprovisions of Colorado laws for persons with disability, including the provisions of §§24-85-101,et seq., C.R.S., and the Rules Establishing Technology Accessibility Standards, as established bythe Office Of Information Technology pursuant to Section §24-85- 103(2.5) and found at 8 CCR1501-11. Services rendered hereunder that use information and communication technology, as theterm is defined in Colorado law, including but not limited to websites, applications, software,videos, and electronic documents must also comply with the latest version of Level AA of the WebContent Accessibility Guidelines (WCAG), currently version 2.1. To confirm that the informationand communication technology used, created, developed, or procured in connection with theServices hereunder meets these standards, Professional may be required to demonstratecompliance. The Professional shall indemnify the CITY pursuant to the Indemnification sectionabove in relation to the Professional’s failure to comply with §§24-85-101, et seq., C.R.S., or theTechnology Accessibility Standards for Individuals with a Disability as established by the Officeof Information Technology pursuant to Section §24-85-103(2.5).
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27. Additional Provisions. In addition to those provisions set forth herein and in the ContractDocuments, the parties hereto agree as follows:
[ ] No additional provisions are adopted.
[X]See Exhibit A and B below, and Exhibit C attached.
28. Authorized Representative. The undersigned representative of Professional, as aninducement to the City to execute this Agreement, represents that he/she is an authorizedrepresentative of Professional for the purposes of executing this Agreement and that he/she hasfull and complete authority to enter into this Agreement for the terms and conditions specifiedherein.
29. Order of Precedence of Contract Documents. The terms and conditions set forth in theCity of Aspen Standard Form of Agreement establish the rights, obligations, and remedies of theparties. No additional or different terms or conditions, whether contained in bid packets,documents, order forms, or any other document or communication pertaining to the agreementwill be binding upon the City of Aspen unless accepted in writing by an authorized representativeof the City. In the case of conflicts or inconsistencies between the City of Aspen Standard Formof Agreement and any other document attached thereto which cannot be resolved by giving effectto both provisions, the City of Aspen Standard Form of Agreement shall control.
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IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by their dulyauthorized officials, this Agreement of which shall be deemed an original on the date first writtenabove.
CITY OF ASPEN, COLORADO: PROFESSIONAL:
_____________________________ _______________________________[Signature] [Signature]
By: __________________________ By: ____________________________
Title: _________________________ Title: ___________________________
Date: _________________________ Date: ___________________________
Approved as to form:
_______________________________City Attorney’s Office
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SAE - ROK Technologies
Jeremiah Ervin
3/11/2026 | 12:23:37 PM MDT
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Pete Strecker
City Manager
3/26/2026 | 11:21:36 AM PDT
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EXHIBIT A: SCOPE OF WORK
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ROK Proposed Solution DesignThe tables below outline the AWS cloud infrastructure specifications and storage requirementsrecommended by ROK Technologies for the City of Aspen’s proposed Enterprise GIS AWS cloudenvironment. The Production environment is designed for 100% uptime, while the optionalDevelopment environment is configured for 25% uptime (approximately six hours per day). Thisapproach reflects the limited need for continuous Development environment availability and enablescost savings through reduced uptime. Uptime can be changed if needed for the Developmentenvironment.
AWS Cloud Infrastructure Server Detail
Environment Name Qty Server Size Supporting Details
Production ArcGIS HostingServer 1 8 vCPUs 32GB RAM
Hosts and runs web layers,services, and geoprocessingtasks published from ArcGISPro or Portal. Server sized tosupport the City’s 94referenced services.
Production Portal for ArcGISServer 1 4 vCPUs 16GB RAM
Front end UI web interface,user management, contentsharing, and collaborationhub for your ArcGISEnterprise.
Production ArcGIS RelationalData Store 1 4 vCPUs 16GB RAM
Stores hosted feature layerdata for ArcGISEnterprise. Server sized tosupport the City’s 235 hostedservices.
Production ArcGIS WebAdaptor Server 1 2 vCPUs 8GB RAM
Routes web traffic securely toArcGIS components (Portal,Server, Image, and UtilityNetwork).
Production SQL Server 1 4 vCPUs 32GB RAM
Stores enterprisegeodatabases and userdata. Server sized to supportthe City’s 10 EnterpriseGeodatabases.
Production ArcGIS ImageServer 1 4 vCPUs 16GB RAM
Provides scalable, high-performance hosting,processing, and analysis oflarge imagery and rasterdatasets.
Production ArcGIS UtilityNetwork Server 1 4 vCPUs 16GBRAM
Manages, serves, andenables advanced analysisof complex utilityinfrastructure, such as
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Agreement Professional Services Page 24Updated 8/2025
water, electric, or gassystems. Allowingorganizations to model,query, and maintainconnected infrastructuredata efficiently.
Production AWS FSx forWindows FileServer 1 AWS ManagedFile Server, 4TB ofstorage
Fully managed file storageservice that provides anative Windows file system(SMB protocol) in the AWScloud. It allowsorganizations to easilymove, run, and scaleWindows-basedapplications that requireshared file storage.
Production AWS Workspaces(ArcPro/ArcMap)4 4 vCPUs 16GBRAM, GPUenabled
Fully managed, cloud-based virtual desktop thatallows users to securelyaccess applications anddata from anywhere.
Development(Optional)ArcGIS HostingServer 1 8 vCPUs 32GBRAM
Hosts and runs web layers,services, andgeoprocessing taskspublished from ArcGIS Proor Portal.
Development(Optional)Portal for ArcGISServer 1 4 vCPUs 16GBRAM
Front end UI web interface,user management, contentsharing, and collaborationhub for your ArcGISEnterprise.Development(Optional)ArcGIS RelationalData Store 1 4 vCPUs 16GBRAM Stores hosted feature layerdata for ArcGIS Enterprise.
Development(Optional)ArcGIS WebAdaptor Server 1 2 vCPUs 8GB RAM
Routes web traffic securelyto ArcGIS components(Portal, Server, Image, andUtility Network).
Development(Optional)SQL Server 1 4 vCPUs 32GBRAM
Stores enterprisegeodatabases and userdata.
Development(Optional)ArcGIS ImageServer 1 4 vCPUs 16GBRAM
Provides scalable, high-performance hosting,processing, and analysis oflarge imagery and rasterdatasets.
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Development(Optional)ArcGIS UtilityNetwork Server 1 4 vCPUs 16GBRAM
Manages, serves, andenables advanced analysisof complex utilityinfrastructure, such aswater, electric, or gassystems. Allowingorganizations to model,query, and maintainconnected infrastructuredata efficiently.
AWS Cloud Infrastructure Storage Detail
Environment Service Type Storage Type Size Supporting Details
Production General PurposeSSD High IOP SSDStorage 2.58 TB Prod. ArcGISEnterprise,Geodatabases, & VDIs
Development(Optional)
General PurposeSSD High IOP SSDStorage 1.58 TB Dev. ArcGISEnterprise,Geodatabases
Production AWS S3 Bucket Object Storage 2TB General Purpose andImagery
Production AWS FSx forWindows FileServer
AWS ManagedFile Server 4TB File Share for VDIusers ArcGIS Projectdata
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The architecture diagram below illustrates ROK’s proposed Enterprise GIS AWS cloud deployment forthe City of Aspen, which includes an optional Development environment.
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EXHIBIT B: FEE SCHEDULE
Section 6: Cost Proposal and Value
ROK pricing is proposed as a fixed, all-inclusive fee for a three-year contract term that is billedannually. This approach provides the City with a predictable and reliable cost structure that supportsaccurate annual budgeting.
Cloud infrastructure and services will be reviewed on an ongoing basis. Should the Client require a change in resources that differ from those listed in this SOW, ROK will communicate the necessary changes to the Client along with the associated costs/savings.
Terms of payment are Net 30 Days. Late fees will be applied on invoices greater than sixty (60) days from the date invoiced and can result in suspension of services.
3-year Contract Term:
• 1st year - March 30, 2026 to March 29, 2027
• 2nd Year - March 30, 2027 to March 29, 2028
• 3rd Year - March 30, 2028 to March 29, 2029
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MASTER SERVICES AGREEMENT
This Master Services Agreement (the "MSA") is effective as of 03/30/2026 (the "Effective Date") by and
between ROK Technologies, LLC ("ROK") and the City of Aspen, Colorado ("Client"). ROK and Client are
each individually referred to herein as a "Party" and collectively as the "Parties". This MSA shall govern
the Parties' relationship as more fully described in Statements of Work (each, an "SOW") agreed upon
between the Parties pursuant to the terms of this MSA. This MSA anticipates the execution of various
written SOWs and the following terms shall apply to such SOWs. The MSA, SOW and all exhibits,
addendums and/or amendments thereto are collectively referred to herein as the "Agreement."
A. RECITALS
ROK is in the business of architecting, hosting and managing the infrastructure for geographical
information system —or "GIS"—computing systems.
Client seeks to hire ROK to provide certain Services in relation to Client's own GIS Platform, and ROK
desires to provide the Services pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
B. SELECT DEFINITIONS
"Client's Platform" or the "Platform" means the collection of Client's data and applications managed by
ROK pursuant to this Agreement.
"Managed Services" means the management of Client by ROK pursuant to a Service Level Agreement.
"Non -Tenant" means client when client owns the infrastructure supporting the Esri Enterprise software.
"Tenant" means Client if Client's Platform is hosted by ROK on ROK's cloud -based systems.
"Professional Services" means any and all Services rendered by ROK to Client pursuant to a SOW other
than Managed Services, such as consultation, data assessment and recommendations, and so forth.
"Services" means any and all Services rendered by ROK to Client pursuant to a SOW, including all
Managed Services and Professional Services.
"Service Level Agreement" or "SOW" means a type of SOW that sets forth the specific terms applicable
to ROK's provision of Managed Services.
C. SERVICES
Services will be provided by ROK pursuant to the terms and conditions of this Agreement and any
applicable SOW —including, where applicable, a Service Level Agreement.
ROK may use subcontractors (under separate contract to ROK) to perform the Services, or portion(s)
thereof; however, ROK shall remain fully responsible and liable for the performance of the Services,
including any portion performed by its subcontractors, as if such Services were performed by ROK itself.
ROK shall ensure that any subcontractors engaged in the performance of the Services:
D. SOWS
1. FORM OF SOW: ROK will not proceed with performing Services until both Client and ROK have
signed the applicable SOW. Each SOW, once signed by both Parties, will become a part of this
Agreement. Each SOW must be in writing and should include, at a minimum:
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a. Description of Services and deliverables in sufficient detail to gauge the successful progress
and completion of the Services;
b. Period of duration, expected date(s) of completion (by phase/milestone or entire project) or
delivery of deliverables, and/or other performance timetable;
c. If applicable, designated means of performance, including identification of any particular roles
or individuals required to participate in the Services;
d. Resources required from Client for performance of the Services, such as access to particular
information, systems, or environments, involvement of specific personnel, and so forth;
e. If applicable, acceptance criteria and testing period, permissible reasons for rejection and
ROK's duty to remedy the same, if any;
f. Fees owed to ROK for the Services, along with method of computation (e.g., fixed fee or hourly
rate) and timing/conditions of payment (e.g., milestone -based);
g. Description and estimated amounts of any significant reimbursable expenses expected to be
incurred; and
h. Identification of the Client department responsible for overseeing the project and Client's
employee designated as project owner.
AMENDMENT: SOWs may only be amended by a written document signed by each Party's authorized
representative, and per the change management procedures set forth there.
GOVERNANCE: Each SOW will, upon execution by both Parties hereto, be incorporated into and
become part of this Agreement. In the event of any conflict between this Agreement and any SOW, the
terms and conditions of the applicable SOW shall control as to the specific deliverables and Services
addressed in said SOW, and this Agreement shall control as to all other matters.
E. PRICING
PRICING: Prices for Services will be specified in one of the following, as applicable to the Services to be
provided:
Those specified in ROK's then -current price list:
a. Those specified in a written price quotation submitted by ROK; or
b. Those specified in the SOW; or
c. Incidental extra fees agreed -upon by the Parties from time to time
TAXES: All prices are exclusive of any taxes, fees, duties or other applicable amounts. Client shall pay
the taxes related to Services purchased pursuant to this Agreement, or Client shall present an
exemption certificate acceptable to the taxing authorities. Applicable taxes, if any, will be billed as a
separate item on the invoice. ROK reserves the right to increase the fees for Services in the event Client
determines any withholding tax obligation prevents ROK from receiving the specified prices for such
Services.
F. PAYMENT AND INVOICING
PAYMENT
Unless otherwise indicated in a SOW, payment terms are net 30 days. Any sum not paid by Client
within sixty (60) days from the date of the invoice will bear interest from the date of the invoice until
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paid at a rate of: (i) ten (10) per cent per annum or (ii) the maximum rate permitted by law, whichever
is less.
1. INVOICING: As set forth below, ROK will invoice Client depending on the type of Services:
a. For Managed Services, unless otherwise agreed by the Parties in the applicable SOW, ROK will
invoice Client for such Services, and payment will be due, in advance of performance of the
same.
b. For Professional Services, ROK will invoice Client per the SOW's invoicing schedule. Invoices may
contain multiple milestones or a single invoice at the start or end of the project. Unless
otherwise mutually agreed upon in writing or via a change management procedure, the total
invoiced amounts for SOW milestones shall not exceed the total amount agreed upon in the
SOW. If a SOW does not contain a milestone schedule, ROK will invoice Professional Services
performed under such SOW as set forth in such SOW.
2. DISPUTED CHARGES: Written notice of any disputed charge must be received by ROK within 20
days of the date of issuance of the invoice in question or Client forfeits the right to dispute the
charge. This notice must include the invoice number in dispute, the item(s) and amount(s)
disputed and a complete description of the basis for Client withholding payment. Notice of any
disputed charge does not release Client from the obligation of paying any remaining balance of
the invoice under the terms specified. Upon resolution of the disputed charge, ROK will issue a
credit memo or Client will pay the total amount outstanding referenced by the dispute. Any
disputed charge resolved in ROK's favor shall be liable to accrue late payment fees based on the
terms of purchase.
3. COLLECTIONS: If payment has not been received within the three-month period after the due date,
ROK will have no other option but to undertake collection and enforcement efforts. If collection and
enforcement efforts are undertaken by ROK, Client shall be liable for all costs thereof, including
reasonable attorneys' fees. If Client is in arrears on any invoice, ROK may, upon giving notice, apply
any deposit thereto and suspend, withhold or terminate further performance of Services until all
arrearages are brought current.
G. TERM, SCOPE, AND TERMINATION
1. TERM: The term of this Agreement will commence on the Effective Date and, unless terminated
pursuant to this section, shall remain in effect until the later of one year after the Effective Date or
sixty (60) days after completion of all rights and obligations by each Party under any SOW, so long
as no other SOWs are outstanding.
2. CHANGE OF SCOPE: ROK reserves the right to change the scope and content of any of the Services
upon client amendment approval.
3. TERMINATION: This Agreement, and any Services being performed hereunder, may be terminated
immediately by either Party upon written notice:
a. If the other Party breaches any of the material provisions of this Agreement and the breach is
not capable of being cured or after providing thirty (30) days written notice to the breaching
Party if the breaching Party fails to cure such breach within such period;
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b, If the other Party: ceases, or threatens to cease to carry on business as a going concern; or
becomes or may become the object of the institution of voluntary or involuntary proceedings in
bankruptcy or liquidation, or a receiver or similar officer is appointed with respect to the whole
or a substantial part of its assets; or an event similar to any of the foregoing occurs under
applicable law;
If, except as provided below, either Party assigns (by operation of law or otherwise, including
merger) or transfers any of the rights or responsibilities granted under this written agreement,
any support agreement, or any SOW, without the prior written consent of the other Party, or in
the event of a sale of all or substantially all of such Party's assets or transfer of a controlling
interest in such Party to an unaffiliated third Party. Notwithstanding the foregoing: ROK reserves
the right to subcontract Services to any affiliate or third -party organization to provide Services
to Client, and ROK may assign this Agreement or all or any portion of its rights and obligations
hereunder, to any affiliate of ROK; and/or
c. If fees are not paid when due and payment has not been received within thirty (30) days after
notice from ROK to Client of such past due payment, ROK may suspend or withhold the
provision of Services until all amounts past due are paid in full, and/or immediately terminate
this Agreement or any Services provided hereunder.
4. EARLY TERMINATION: Either party may terminate this Agreement or any Statement of Work (SOW)
prior to the expiration of the then -current term by providing 60 days' written notice in accordance
with the notice provisions of this Agreement. In the event of such early termination:
a. Payment for Services Rendered: Client shall pay ROK for all Services performed up to the effective
date of termination, including any approved expenses incurred.
b. Pro -Rated Fees: If Services are billed on a periodic basis (e.g., monthly), fees shall be pro -rated
based on the actual period during which Services were provided prior to termination.
c. Prepaid Fees: Any prepaid fees for Services not yet performed as of the termination date shall be
refunded to Client on a pro -rated basis, unless otherwise agreed in writing.
d. Final Invoice: ROK shall issue a final invoice reflecting all amounts due under this Section, and
Client shall pay such invoice within fifteen (15) days of the invoice date.
e. No Early Termination Fee: No separate early termination fee shall apply unless expressly agreed
in a specific SOW.
5. EFFECT OF TERMINATION:
a. If, following termination of this Agreement, the Parties execute an SOW, then any such SOW will
be governed by the terms and conditions of this Agreement notwithstanding the earlier
termination of this Agreement, unless and until the Parties execute a new MSA to govern the
SOW.
b. Each of the Services provided hereunder will terminate immediately upon termination of this
Agreement, unless otherwise agreed by the Parties. Notwithstanding the foregoing, the Parties'
ongoing obligations under any non -terminated SOWs will continue through the end of their
defined term, unless otherwise agreed by the Parties in writing.
c. Upon termination of this Agreement or any Services, Client shall pay ROK for all work ROK has
performed up to the Effective Date of termination at the agreed upon prices, fees and expense
reimbursement rates.
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H. BACKUPS; DATA LOSS OR CORRUPTION
DATA LOSS OR CORRUPTION: ROK is not responsible for any loss, alteration, destruction, damage, or
corruption of data resulting from Client's introduction of a virus or other corrupting force (a "Virus").
Any warranty or service contract does not cover infection of any Client application or system with such
as a Virus. Any virus not expressly introduced by ROK shall be deemed a Virus introduced by Client.
ROK maat its discretionbill Client for the Professional Services required
y, , to remove a Virus and restore
the system.
I. CLIENT RESPONSIBILITIES AND RESTRICTIONS
TENANT RESPONSIBILITY FOR CERTAIN FACTORS AFFECTING UPTIME: The service commitment and
hourly or uptime commitment do not apply to any unavailability, suspension or termination of an
included Service, or any other included Service performance issues: (i) caused by factors outside of
ROK's reasonable control, including any force majeure event or internet access or related problems
beyond the demarcation point of the applicable included Service; (ii) that result from any actions or
inactions of Client or any third party, including failure to acknowledge a recovery volume; (iii) that
result from Client's equipment, software or other technology and/or third party equipment obtained by
Client, software or other technology (other than third -party equipment within ROK's direct control); (iv)
that result from Client or third -party (including Cloud provider) policies or protocols inherited by ROK;
(v) relating to compliance with laws applicable to Client's industry that are not generally applicable to
information technology service providers; or (vi) arising from ROK's suspension or termination of
Client's right to use the applicable included Service in accordance with the Agreement. If availability is
impacted by factors other than those listed herein or used in ROK's monthly uptime percentage
calculation, then ROK may issue a service credit to Client at its exclusive discretion.
For each individual Virtual Machine Instance, ROK will use commercially reasonable efforts to make the
Single Virtual Machine Instance available with an Instance -Level Uptime Percentage of at least 99.5%, in
each case during any monthly billing cycle. In the event any Single Virtual Machine Instance does not
meet the Instance -Level Uptime Percentage, Client will be eligible to receive a Service Credit as
described below.
Instance Level Uptime Percentage
Less than 99.5% but equal to or greater than 99.0%
Less than 99.0% but equal to or greater than 95.0%
Less than 95.0%
J. WARRANTY; DISCLAIMER AND LIMITATIONS
Service Credit Percentage
10%
30%
100%
SERVICES WARRANTY: With respect to Services performed by ROK, ROK warrants to Client, unless
otherwise specified in writing, that the Services as and when delivered or rendered, will conform to the
standard of care exhibited by reasonably skilled contractors in the industry (network systems
integration). Client shall notify ROK in writing within thirty (30) days after provision of the Services in
question if any of the Services fail to conform to the standard of care set forth in this Agreement. The
passage of the thirty (30) day period after provision of the Services without the notification described
herein shall constitute Client's final acceptance of the Services.
If Client notifies ROK of any remedial or corrective action needed for Services outlined in the SOW, ROK
shall work collaboratively with Client to rectify such corrective action as soon as reasonably possible.
THIRD -PARTY PRODUCT WARRANTIES: With respect to particular products manufactured or supplied
by third parties to ROK for resale to Client, ROK MAKES NO WARRANTIES OF ANY KIND IN ADDITION TO OR
EXCEEDING THE WARRANTY SUPPLIED OR OFFERED BY THE RESPECTIVE MANUFACTURER OR SUPPLIER, which
shall be transferred or assigned to Client, if possible, and Client's recovery is limited to recovery against
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such manufacturer or supplier for breach of any applicable warranties of manufacturer or supplier. In
the event of a claim by Client for breach of product warranty, ROK must follow the warranty policy
established by the manufacturer. This policy may require return of the warranted item to the
manufacturer for repair. At Client's request, ROK agrees to take all actions reasonably necessary or
appropriate to secure Client's rights and to protect its interests under such third -party warranties.
Work performed by ROK, not covered by product warranty, will be billed to Client at the applicable ROK
rate.
DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN ANY SOW, THE SERVICES ARE PROVIDED ON
AN "AS IS" BASIS. USE AND RELIANCE ON THE SERVICES ARE AT CLIENT'S OWN RISK. EXCEPT AS
EXPRESSLY PROVIDED HEREIN OR IN ANY SOW, ROK EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED
WARRANTY RELATING TO THE SERVICES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY, MERCHANTABLE OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE,
OR ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. EXCEPT AS
EXPRESSLY PROVIDED HEREIN OR IN ANY SOW, ROK EXPRESSLY DISCLAIMS ANY THAT USE OF OR ACCESS
TO THE SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, ERROR -FREE, FREE OF DEFECTS, OR FREE OF
TECHNICAL PROBLEMS.
LIMITATION OF LIABILITY.
EXCEPT FOR EACH PARTY'S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, OR LIABILITY
ARISING FROM GROSS NEGLIGENCE OR WILFUL MISCONDUCT, THE TOTAL AGGREGATE LIABILITY OF EITHER
PARTY UNDER THIS AGREEMENT —WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT
LIABILITY), UNDER ANY WARRANTY, OR OTHERWISE —SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO
ROK UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE
TO THE CLAIM.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL,
PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF SAVINGS,
LOSS OF DATA, OR LOSS OF USE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH
DAMAGES WERE REASONABLY FORESEEABLE.
NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT MORE THAN ONE (1)
YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED,
THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION REFLECT A
REASONABLE ALLOCATION OF RISK AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES,
K. NON -SOLICITATION
During the term of this Agreement and for a period of one (1) year following the end of this Agreement,
neither Party will (i) offer employment to any employee of the other Party; or (ii) attempt to directly or
indirectly induce any employee of the other Party to terminate his or her employment. In the event of a
breach of this section, money or damages may not be an adequate remedy, and, therefore, in addition
to any other legal or equitable remedies, each Party shall be entitled to seek an injunction against such
breach. The obligations set forth in this section are independent covenants and shall survive
termination of this Agreement. Notwithstanding the foregoing, each Party shall be free to offer
employment to any employee or subcontractor that directly contacts such Party in response to
general public advertisement of employment opportunities (including the use of employment agencies
and recruiters).
M. CONFIDENTIALITY
CONFIDENTIAL INFORMATION: "Confidential Information" shall mean and include all of the proprietary,
non-public information of either Party disclosed pursuant to or in furtherance of this Agreement
including but not limited to all Technical Information as defined herein, , and any information relating to
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markets, customers, products, patents, inventions, procedures, methods, designs, object code, data,
programs, improvements, training materials, workflows, and works of authorship. Notwithstanding the
foregoing, "Confidential Information" shall not include any information, that the recipient can
demonstrate through its records (i) was in its knowledge or possession prior to disclosure by the
discloser, (ii) was in the public domain at the time of disclosure or subsequently entered the public
domain through no fault of recipient, or (iii) was disclosed to recipient by a third party with the right to
make such a disclosure. ROK acknowledges that this Agreement is public record
within the meaning of the Colorado Open Records Act§ 24-72-202(6), C.R.S.,
and accordingly may be disclosed to the public by Client.
DUTY OF NONDISCLOSURE: It is expected that, appurtenant to this Agreement, each Party to this may
disclose certain Confidential Information to the other Party. Each Party shall refrain from using or exploiting any
Confidential Information of the other Party for any purposes or activities other than those specifically authorized
in this Agreement. Each Party represents and warrants that it will hold Confidential Information in confidence
and protect Confidential Information to the same extent and by the same means it uses to protect the
confidentiality of its own proprietary or confidential information that it does not wish to disclose. Neither Party
shall disclose or facilitate disclosure of Confidential Information of the other Party to anyone except its
employees, independent contractors, or legal or tax advisors who are authorized according to this Agreement
and who have a "need to know such information." Each Party shall ensure that the employees, independent
contractors, or legal or tax advisors to whom the Confidential Information is disclosed comply with their
obligations under this Agreement with respect to the Confidential Information. The Receiving Party may
disclose the Disclosing Party's Confidential Information to the extent that such disclosure is required
pursuant to Applicable Law, or by order of a court or governmental or regulatory body of competent
jurisdiction; provided, that the Receiving Party promptly notifies the Disclosing Party of such disclosure
in writing and provides reasonable assistance to the Disclosing Party in seeking such protective action
as it deems appropriate. Thereupon, the Receiving Party may only disclose such Confidential Information
as is legally required and only to an authorized person, entity or agency, to the extent required by
Applicable Law and subject to the maximum available confidentiality restrictions.
it
2. SURVIVAL: Each Party's duty of confidentiality with respect to all Confidential Information it
receives hereunder will survive termination of expiration of this Agreement and will be binding upon
each Party's successors and assigns. Upon termination or expiration of this Agreement, all
Confidential Information made available hereunder, including copies thereof, shall be returned to
the disclosing Party or shall be certified as destroyed at the request of the disclosing Party. The
Parties may disclose, or may have disclosed, to each other, both orally and in writing or in other
tangible form, certain confidential information with respect to each Party's business, as well as the
Services provided under this Agreement. The Parties hereby agree to keep such information and
the terms of this Agreement confidential. The Parties shall not disclose to any other person (except
for legal, tax and financial advisors) any information relating to this Agreement or its subject matter
and shall treat as confidential all information and documents relating hereto.
3. DISCLOSURE TO SUBCONTRACTORS: Notwithstanding any other provision of this Section, ROK shall
be authorized to disclose Client's Confidential Information to subcontractors, contractors or
employees of a ROK entity who have a legitimate business need to have access to such
information. ROK shall be responsible for any breach of this Agreement caused by any of its
subcontractors, employees or agents.
N. INTELLECTUAL PROPERTY
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PRE-EXISTING IP: Each Party will retain the exclusive ownership of all of its pre-existing intellectual
property, Confidential Information and materials, including, without limitation, proprietary ideas,
sketches, diagrams, text, know-how, concepts, proofs of concepts, artwork, software, algorithms,
methods, processes, identifier codes or other technology that are owned by a Party prior to
commencement of any Services hereunder, or that are otherwise developed by or for such Party
outside the scope of this Agreement.
1. ROK IP: Except as otherwise expressly set forth in this Agreement or an applicable SOW, ROK owns
and will continue to own all right, title, and interest in and to the Services, products, deliverables,
data collection tools, reports, scripts, sketches, diagrams, text, know-how, concepts, proofs of
concepts, artwork, software, algorithms, methods, processes, identifier codes or other technology
provided or developed by ROK (or a third party acting on ROK's behalf) pursuant to this Agreement,
including modifications, enhancements, improvements or derivative works of any of the foregoing,
regardless of who first conceives or reduces to practice, and all intellectual property in any of the
foregoing (collectively "ROK IP").
2. CLIENT IP: As between Client and ROK, Client at all times retains all right, title and interest in and to
all of Client's data and applications provided by Client to ROK hereunder, Client's pre-existing
technology and all intellectual property that is developed by Client or by a third party on Client's
behalf thereafter, other than ROK intellectual property.
3. THIRD -PARTY PRODUCTS: Third party products will always be owned by the applicable third party
and will be subject to any applicable third -Party license terms.
O. INDEMNIFICATION
1. DUTY: To the extent authorized under applicable law, each Party, on its own behalf, and on behalf
of its respective third -party partners, affiliates, owners, directors, employees, agents, successors,
and assigns (collectively, the "Indemnitor") will defend, indemnify, and hold harmless the other
party and its third -party partners, affiliates, owners, directors, employees, agents, successors, and
assigns (collectively, the "Indemnitee") from and against all claims, actions, losses, liability,
damages, costs, and expenses (including reasonable attorneys' fees and expenses) (collectively,
"Claims") arising from or related to: (i) any gross negligence or willful misconduct by Indemnitor; (ii)
any breach of this Agreement by the Indemnitor; (iii) any violation or alleged violation by
Indemnitor of any applicable foreign or domestic, federal, state or local statutes, laws, ordinances,
rules and regulations or industry standards; and (iv) any violation or alleged violation by Indemnitor
of the rights of any third party, including without limitation, intellectual property rights.
2. CLAIM PROCEDURE: The Indemnitee will provide Indemnitor with prompt written notice of the Claim
for which the Indemnitee intends to claim such indemnification, and Indemnitor shall have the right
to participate in, and, to the extent the Indemnitor so desires, to assume sole control of the defense
thereof with counsel selected by the Indemnitor; provided, however, and notwithstanding the
foregoing, that the Indemnitee shall have the absolute right to retain their own counsel, with the
fees and expenses to be paid by the Indemnitee. Indemnitor will have no authority to settle any
Claim on the Indemnitee's behalf without the written consent of the Indemnitee. Nothing in this
Section shall limit any other remedy of the parties
P. S
These obligations will survive any termination of
1. SEVERANCE: If any provision of this Agreement is held unenforceable or in conflict with the law of
any jurisdiction, the validity of the remaining provisions shall not be affected by such holding. The
Parties agree to negotiate and amend in good faith such provision in a manner consistent with the
Docusign Envelope ID: A4E921 B&2131 &436C-13897-119798989633
K TECHNOLOGIES
intentions of the Parties as expressed in the Agreement, if any invalid or unenforceable provision
affects the consideration of either Party.
2. MODIFICATIONS AND ADDITIONS: No modifications or additions to the terms and conditions of this
Agreement shall be binding unless in writing and signed by both Parties.
3. ASSIGNMENT: This Agreement shall be binding upon and inure to the benefit of the Parties and
their respective successors and assigns. Neither Party may assign the terms or conditions of this
Agreement to a third party, affiliated entity, or related division without the prior written consent of
the other Party.
4. NOTICES: All notices provided in connection with this Agreement will be in writing and will be
delivered by email and either (i) certified or registered mail, postage prepaid and return receipt
requested or (ii) overnight delivery courier (e.g., FedEx) and will be deemed effective upon receipt
by the authorized representative at the address set forth above in the preamble, or at such other
addresses as the Parties may designate by written notice to each other.
5. FORCE MAJEURE: ROK may, without liability, suspend or delay performance or cancel this
Agreement on account of force majeure or other circumstances beyond its control, including, but
not limited to, strikes, acts of God, political unrest, embargo, failure of source of supply, or casualty.
6. WAIVER: No waiver by either Party of any breach of this Agreement, no matter how long continuing
or how often repeated, shall be deemed a waiver of any subsequent breach thereof, nor shall any
delay or omission on the part of either Party to exercise any right, power, or privilege hereunder be
deemed a waiver of such right, power, or privilege.
7. COUNTERPARTS: This Agreement may be executed in counterparts, each of which shall be deemed
an original, but both of which together shall constitute one and the same instrument.
Agreed to and Accepted By:
Name/Title: Alexandra Coleman, CEO Company.- ROK Technologies, LLC Date: 03/04/2026 /00720 7/7
Signature:
Name/Title: Pete streckELrity Manager
Date: 3/26/2026 � 12:21:04 PM MDT
Signed by:
Signature:
Company-- City of Aspen, Co/orado