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Home My WebLink Aboutresolution.council.094-06 RESOLUTION NO. cri- Series of 2006 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, AUTHORIZING THE COUNCIL TO ENTER INTO AN INTERGOVERNMENTAL AGREEMENT WITH PITKIN COUNTY, THE TOWN OF BASALT, THE TOWN OF SNOWMASS VILLAGE, THE ASPEN FIRE PROTECTION DISTRICT, THE BASALT & RURAL FIRE PROTECTION DISTRICT, THE SNOWMASS-WILDCAT PROTECTION DISTRICT, THE CARBONDALE FIRE PROTECTION DISTRICT AND THE ASPEN/PITKIN COUNTY EMERGENCY TELEPHONE SERVICE AUTHORITY TO ENTER INTO A V ALLEYWIDE PUBLIC SAFETY COMPUTER SYSTEM (NEW WORLD SYSTEMS) CONTRACT AND WHERE EACH AGENCY IS MONETARILY RESPONSIBLE FOR PAYING THEIR SHARE OF THE SYSTEM, AND AUTHORIZING THE MAYOR OR CITY MANAGER TO EXECUTE SAID AGREEMENT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, there has been submitted to the City Council an Intergovernmental Agreement for the purchase of a valley wide public safety records management and information sharing system, between the City of Aspen, Pitkin County, Town of Basalt, Town of Snowmass Village, Aspen Fire Protection District, Basalt & Rural Fire Protection District, Snowmass-Wildcat Protection District, Carbondale Fire Protection District and the Aspen/Pitkin County Emergency Telephone Service Authority, a true and accurate copy of which is attached hereto as Exhibit "A"; WHEREAS, said Intergovernmental Agreement is approved, NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ASPEN, COLORADO: That the City Council of the City of Aspen hereby approves the Intergovernmental Agreement for the purchase of a valley wide public safety records management and information sharing system, between the City of Aspen, Pitkin County, Town of Basalt, Town of Snowrnass Village, Aspen Fire Protection District, Basalt & Rural Fire Protection District, Snowmass-Wildcat Protection District, Carbondale Fire Protection District and the AspenlPitkin County Emergency Telephone Service Authority, a copy of which is annexed hereto and incorporated herein, and does hereby authorize the Mayor or City Manager to execute said agreement on behalf of the City of Aspen. INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the c:(.;r... day of ,v'~006. I, Kathryn S. Koch, 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 on the day hereinabove stated. EXECUTION COPY PUBLIC SAFETY RECORDS MANAGEMENT SYSTEM INTERGOVERNMENTAL AGREEMENT by and among PITKIN COUNTY CITY OF ASPEN TOWN OF BASALT TOWN OF SNOWMASS VILLAGE ASPEN FIRE DISTRICT BASAL T FIRE DISTRICT SNOWMASS WILDCAT FIRE DISTRCIT CARBONDALE FIRE DISTRICT and E911 AUTHORITY Dated as of October I, 2007 providing for the funding of that certain Contract for Provision of Products and Services entered into between Pitkin County Board of County Commissioners and New World Systems Corporation for the establishment of a Public Safety Records Management System PUBLIC RECORDS MANAGEMENT SYSTEM INTERGOVERNMENTAL AGREEMENT THIS PUBLIC SAFETY RECORDS MANAGEMENT SYSTEM INTERGOVERNMENTAL AGREEMENT (this "Agreement") is entered into as of October I, 2007 by and among PITKIN COUNTY, CITY OF ASPEN, TOWN OF BASALT, TOWN OFSNOWMASS VILLAGE, ASPEN FIRE DISTRICT, BASALT FIRE DISTRICT, SNOWMASS WILDCAT FIRE DISTRICT, CARBONDALE FIRE DISTRICT and the E911 AUTHORITY (the "Initial Signatories"). RECITALS WHEREAS, pursuant to title 29, article I, part 2, Colorado Revised Statutes, as amended (the "Intergovernmental Relations Statute"), and article XIV, section 18 of the Colorado Constitution, governments may contract with one another to provide any function, service or facility lawfully authorized to each of the contracting units and any such contract may provide for the joint exercise of the function, service or facility; and WHEREAS, the Initial Signatories are counties, municipalities, fire districts or Authorities located in or near the Roaring Fork River Valley in west-central Colorado that desire to cooperate in the funding a of a Public Records Management System pursuant to the Intergovernmental Relations Statute for the purpose of financing, operating and maintaining said public records management system; and WHEREAS, the Pitkin County Board of County Commissioners has negotiated a Contract for Provisions of Products and Services, dated , for standard software license and services agreement with New World Systems Corporation, (the "New World Contract") a copy of which is appended hereto as Exhibit "A" and incorporated herein as if fully set forth; and WHEREAS, the Initial Signatories desire to enter into this Intergovernmental Agreement for the purpose of cost sharing in the expense of establishing and operating the public safety records management system. AGREEMENT NOW, THEREFORE, for and in consideration of the mutual covenants set forth below, the Initial Signatories hereby agree as follows: 2 ARTICLE I COST-SHARING Section 1.01 Cost Sharing: Software. The Initial Signatories hereby acknowledge that the expected cost of acquisition and implementation for the public safety record management system software is currently estimated at $640,826.00 and the cost sharing amounts set forth in this section are based upon this estimate. The total software cost and the cost sharing amounts may change due to the cost of certain variables and options that may be added to the New World Contract. The methodology and formula used to establish each entity's share of the total cost is described in Exhibit "8" appended hereto. Pitkin County: City of Aspen: Town of Basalt: Town ofSnowmass Village: Aspen Fire District: Basalt Fire District: Snowmass Wildcat Fire District: Carbondale Fire District: E9ll Authority: Total: $106,330.00 155,564.00 41,448.00 41,994.00 35,895.00 46,683.00 30,181.00 8,605.00 174,125.00 $640,826.00 Section 1.02 Hardware costs. The Initial Signatories hereby acknowledge that the cost of computer hardware specifically used for the operation of New World Systems software is approximately $40,000, and will be funded through E911 Authority funding. Section 1.03 Cost Sharing: Operating and Maintenance. The Initial Signatories hereby acknowledge that expected operating, upgrade, and maintenance costs, specifically associated with New World Systems software will be: Year 1 2007 $0 Year 2 2008 $58,680 Year 3 2009 $62,285 Year 4 2010 $65,890 Year 5 2011 $69,495 Year 6 2012 $73,100 Maintenance costs are initially allocated by the number of modules that each public safety function is using. Law and fire costs are then allocated based on the same cost sharing formula as the project capital costs. Please refer to Exhibit "B" for further information. Section 1.04 Information Systems Services The Initial Signatories hereby acknowledge that costs and terms for the provision of City of Aspen and Pitkin County Information Systems Services and Support are subject to agreement separate from this document. 3 Section 1.05. Timing for Payments. Contract deposits and progress payments will be made by the E91l Authority and then billed to the signatories. Within thirty (30) days of billing, the parties shall each remit the amount due to the E911 Authority. The parties recognize that such funds shall be non-refundable after execution of the New World Contract. ARTICLE II TERM AND TERMINATION Section 2.01. Effective Date. The term of this Agreement shall begin on October 1, 2007; provided all the Initial Signatories have executed this Intergovernmental Agreement. Section 2.02. Termination. The term of this Agreement shall end when all the Initial Signatories agree in writing to terminate this Agreement; provided, however, that this Agreement may not be terminated so long as the New World Contract has not been terminated by its terms. ARTICLE III AMENDMENTS Section 3.01. Amendments Generally. Except as otherwise specifically provided herein, this Agreement may be amended only by the unanimous consent of the Initial Signatories. ARTICLE IV MISCELLANEOUS Section 4.01. Adoption and Execution of Agreement in Accordance with Law. Each Initial Signatory hereby represents to each other Initial Signatory that it has adopted and executed this Agreement in accordance with applicable law. Section 4.02. Parties in Interest. Nothing expressed or implied herein is intended or shall be construed to confer upon any Person other than the Initial Signatories any right, remedy or claim under or by reason of this Agreement, this Agreement being intended to be for the sole and exclusive benefit of the Initial Signatories. Section 4.03. No Personal Liability. No covenant or agreement contained in this Agreement or any resolution or Bylaw issued by the governing board of Initial Signatories shall be deemed to be the covenant or agreement of an elected or appointed official, officer, agent, servant or employee of any Initial Signatory in his or her individual capacity. 4 Section 4.04. Notices. Except as otherwise provided in this Agreement, all notices, requests, requisitions or other communications to any Initial Signatory shall be in writing at the last address specified by them in writing to Pitkin County. Section 4.05. Assignment. None of the rights or benefits of any Initial Signatory may be assigned. Section 4.06. Severability. If any clause, provision, subsection, Section or Article of this Agreement shall be held to be invalid, illegal or unenforceable for any reason, the invalidity, illegality or enforceability of such clause, provision, subsection, Section or Article shall not affect any of the remaining provisions of this Agreement. Section 4.07. Interpretation. Subject only to the express limitations set forth herein, this Agreement shall be liberally construed (a) to permit the Initial Signatories to exercise all powers that may be exercised pursuant to the Intergovernmental Relations Statute; and, (b) to permit the Initial Signatories to exercise all powers that may be exercised by them with respect to the subject matter of this Agreement pursuant to the Intergovernmental Relations Statute and other applicable law. In the event of any conflict between the Intergovernmental Relations Statute or any other law with respect to the exercise of any such power, the provision that permits the broadest exercise of the power consistent with the limitations set forth in this Agreement shall control. Section 4.08. Governing Law. The laws of the State shall govern the construction and enforcement of this Agreement. Section 4.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original; but such counterparts shall together constitute but one and the same Agreement. 5 SIGNATURE PAGE to PUBLIC SAFETY RECORDS MANAGEMENT SYSTEM INTERGOVERNMENTAL AGREEMENT Dated as of October 1, 2007 CITY OF ASPEN, COLORADO ATTEST: Clrfu~ ~~ BY~(~ Name ~ t\ ~i d:.. Title c;~ M~ 6 ~ ILl Iii ~I- 1-15 Z~~ ILIIL1Z ~ILI.... ILl IX IX ~~<C <C<C::E: Z.....Ul ~~Iii UlZO QILIU IX ~ ."" OZia UIX~ 1LI1L1.... 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Ul III G ILIw' u .E .... a::>~ ~ .!!l "- CO O'l 0 .-< N 0 .E 0 0 0 .-< .-< .-< "- CO O'l 0 .-< N ~O:e < '" 0 0 0 0 0 0 < .!!l 0 0 0 .-< .-< .-< ~.c u N N N N N N '" 0 0 0 0 0 0 01 01 u N N N N N N 1LIa::>< c ;;: c Q) LL.wlLl ';: '" ';: .... <CI- III ::R III 0::: UlZ .c 0 .c ::R Ul III 0 U.... .... .... .... III III ..... 0 0 al U U :) 01 01 D. c c '0 '0 01 01 C C 0 0 'a 'a ~ .-< N r<l V ll) .0 ~ GI .... .... .... .... .... .... GI .-< N r<l V ll) .0 if '" '" '" '" '" '" if .... .... .... .... .... .... ~ ~ ~ ~ Q) ~ '" '" '" '" '" '" >- ~ ~ ~ ~ ~ ~ w w ,..:.. ,..:.. III .Q >' >' ... ... GI GI :is :is ~ ~ CONTRACT FOR PROVISION OF PRODUCTS AND SERVICES THIS CONTRACT is made and entered by and between the Pitkin County Board of County Commissioners ("County") and New World Systems Corporation, a Michigan Corporation (hereinafter "New World"). 1. Term, The term of this contract is as identified in Attachment A, attached hereto and made part hereof. 2, New World's Obligations. New World shall provide those products and services as identified herein and in Attachment A. 3. Compensation and Expenses, Invoicing, Pavment and Offset. The County shall compensate New World for its products and services in accordance with the Total Cost Summary and Payment Schedule set out in Attachment A, Exhibit AA. It is expressly understood and agreed that in no event will the total compensation and reimbursement to be paid hereunder exceed the sum of $640,825 for all products delivered and services rendered. By contract or amendment, the County and New World may reallocate the budget among project tasks if the total budget amount remains unchanged. New World shall invoice for the project based on the deliverables identified in Attachment A Exhibit AA, with payment expected within thirty (30) days of invoice, In the event New World incurs time and expenses in excess ofthe total compensation stated above, no compensation for said additional time and expenses shall be required to be paid by the County without written amendment to this contract executed by the County. 4.0 OWNERSHIP 4.1 The Licensed Products and all copyright, trade secrets and other proprietary rights, title and interest therein, remain the sole property of New World or its licensors, and County shall obtain no right, title or interest in the Licensed Products by virtue of this Agreement other than the nonexclusive, nontransferable license to use the Licensed Products as restricted herein. 4,2 The license to use any Licensed Custom Software provided under this Agreement, if any, is included in this license. New World shall have the right to use any data processing ideas, techniques, concepts, and/or know-how acquired by it in the perfollllance of services under this Agreement including the development of Licensed Custom Software for the advancement of its own technical expertise and the performance of other Software License and Service Agreements or any other applicable agreements. New World shall have, without restriction, the right to use all programs, procedures, information, and techniques that are publicly available, obtained or obtainable from third VII-1 parties and/or developed independently by New World without specific reference to County's organization. 5. Pitkin Countv's Obligations. Pitkin County shall administer this contract through a County Representative. Mark Gamrat, Communications Director, will manage the project as the County's Representative. In the event that Mark Gamrat is not available, Richard Pryor, Assistant Chief for the Aspen Police Department, shall assume the County Representative's duties. The services provided and products delivered by New World under this contract will be subject to review by the County's Representatives, or a designee, prior to payment. 6. Termination Prior to Expiration of Contract Term. The County has the right to terminate this contract, with or without cause, by giving written notice to New World of such termination and specifying the effective date thereof. Such notice shall be given at least ten (10) days before the effective date of such termination. In such event all finished or unfinished documents, data, studies and reports prepared by New World pursuant to this contract shall become the County's property. Contractor shall be entitled to receive compensation in accordance with the contract for any satisfactory work completed pursuant to the terms of this contract prior to the date of termination. Both parties shall be entitled to remedies and provisions in accordance with Attachment A Section 15.3 through Attachment A Section 15.6. New World shall have the right of termination as identified in Section 15.2 of Attachment A, 7. Independent Contractor Status. A. The parties to this contract intend that the relationship between them contemplated by the contract is that of independent Contractor. Contractor, and any agent, employee, or servant of Contractor shall not be deemed to be an employee, agent, or servant of Pitkin County, B. New World is not required to offer its services exclusively to Pitkin County under this contract. C. New World agrees that all services provided will conform to all applicable industry standard of care, skill and diligence in the performance of its obligations under this contract. D. New World shall not attempt to oversee or supervise the work or actions of any Pitkin County employee, servant or agent in the course of completing work under this contract. E, New World is not entitled to any Workers' Compensation benefits through Pitkin County and is responsible for payment of any federal, state, FICA and other income taxes, 8 Assignablilitv. This contract is not assignable by either party. Any use of subcontractors by New World for performance of this contract must be accepted in writing by the County. 9. Dispute Resolution and Binding Arbitration. A, Except for matters in which the dispute relates to a breach of the provisions set forth in Attachment A, Section II, Paragraphs 8.0 (employee non-recruitment) or 9.0 (non- disclosure or confidentiality), any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled in arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, All VII-2 arbitration proceedings shall take place in Pitkin County, CO and shall be presided over by an arbitrator, or arbitrator's, mutually agreed to by both parties, as follows: . New World agrees the County can appoint the Pitkin County Hearing Officer as an arbitrator. . County agrees that New World can appoint a qualified arbitrator of its choosing. . Both parties agree to select a mutually acceptable 3rd qualified arbitrator to form a panel of 3 arbitrators. Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. B, Before a demand for arbitration may be filed by either party, the management of both parties shall have met at least two times in face-to-face meetings in an effort to resolve any dispute or controversy through normal business management practices. Unless otherwise agreed to in writing, a minimum of one meeting shall take place at each party's home office location. C. The arbitrator( s) shall have no power or authority to add to or detract from this Agreement of the parties, The arbitrator(s) shall have no authority to award damages over and above those provided for in this Agreement and in any event shall not exceed the limitations set forth in Attachment A, Section II, subparagraph 10.2, even if the remedy or limitation of liability provisions set forth in this Agreement shall for any reason whatsoever be held unenforceable or inapplicable, D. Neither party nor the arbitrator(s) may disclose the existence or results of any arbitration hereunder, except if the arbitration results in a Court imposed judgment, the non-disclosure restriction shall not be effective to the extent the matter becomes a public record. E. Each party shall bear its own costs in preparing for and conducting arbitration, except that the joint costs, if any, of the actual arbitration proceeding shall be shared equally by the parties, 10. Severability, Any provision of this Agreement determined to be invalid or otherwise unenforceable shall not affect the other provisions, which other provisions remain in full force and effect. II, Integration and Modification. A, This contract represents the entire and integrated contract between the County and New World and supersedes all prior negotiations, representations, or contract, either written or oral. This contract may be amended only by written contract signed by both the County and New World. B, The County may, from time to time, request changes in the scope of services of New World to be performed hereunder, Such changes, including the increase or decrease in the amount of New World's compensation, which are mutually agreed upon between the County and New World, shall be in writing and upon execution shall become part of this contract. 12. Limited Indemnification For purposes of personal injury or property damage only, and excluding any injury or damage related to the use of New World's Licensed Products, New World agrees to defend, indemnifY and hold County and its respective officers, employees and agents harmless, at New World's sole expense, from and against all claims, actions, suits, judgments, losses, liabilities, obligations, costs, and expenses (including reasonable attorneys' and other fees) for personal injury to, or death of, any person, or loss or damage to property arising out of, or resulting from, the negligent or malicious VII-3 acts of New World or its employees or subcontractors. These indemnification provisions are for the protection of County and its respective officers, employees and agents only and shall not establish, of itself, any liability to third parties, The limited indemnification for New World employees shall only apply in those situations where New World's insurance coverage in Paragraph 13 does not cover a claim, If the insurance does not cover a claim, then the following shall apply. New World assumes the liability for all losses, claims, damages (including loss of use), expense demands, claims, damages and judgments in connection with or arising out of any injury or damage to property, sustained in connection with, or to have arisen out of the performance of, New World, and contractor's agents, subcontractors, servants and employees, including losses, expenses or damages sustained by the Customer and losses, expenses or damages to New World or New World's subcontractor's vehicles or property. New World hereby undertakes and agrees to indemnify, defend and hold harmless the Customer, individually or collectively, and the officers, agents, servants and employees of the Customer, from any and all such losses expenses, damages (including loss of use, judgments, demands and claims, and shall defend any suit or action brought against them, or any of them, based on any alleged injury (including death) or damage (including loss of use) and shall pay all damages, judgments, costs and expenses, including attorney's fees, in connection with said damages and claims resulting therefrom. The foregoing assumption, indemnification, hold harmless and undertaking of defense shall not apply to any loss, damage, expenses, demand, claim or cause of action arising out of, or caused by the sole negligence of the Customer, individually or collectively, or the officers, agents or employees of said Customer. 13. Insurance. A. In whole or in part, New World shall secure and maintain for the term of its contractual relationship with the County such insurance policies, from companies licensed in the State of Colorado, as will protect itself, the County and others as specified in Attachment A, Exhibit N, CERTIFICATE OF INSURANCE, 1. Statutory Workers' Compensation: Colorado statutory minimums 2, Commercial General Liability - as stipulated in Attachment A, Exhibit N, CERTIFICATE OF INSURANCE (With County named additional insured) 3. Business Auto Coverage: Combined Single Limit Liability (each accident) $1.000.000.00 4. Special Coverages: X (I) Performance Bond in amount of $640,825 B. Proof ofInsurance: Proof of Insurance is attached hereto and made part hereof as Attachment A, Exhibit N, CERTIFICATE OF INSURANCE, naming Pitkin County as an additional insured party. 1. To provide evidence of the required insurance coverage, copies of Certificates of Insurance shall be filed with the County through the representative identified in Paragraph 5, no later than ten (10) calendar days prior to commencement of operations affecting the VII-4 County. These Certificates ofInsurance shall contain a provision that coverage afforded under the policies will not be canceled or materially altered unless at least thirty (30) calendar days prior written notice by certified mail, return receipt requested (effective upon proper mailing), has been sent to the County (through the County's Risk Department). (For purposes ofthis provision, "materially altered" shall mean a change affecting the coverage's required herein, including a change to policy limits as set out in the then-current policy declarations page). New World represents that no pending claims exist against the required coverages and that sufficient reserves are established on account to satisty insurance coverages herein. 2. In addition, these Certificates ofInsurance shall contain the following clauses: a. The clause "other insurance provisions," in a policy in which the County of Pitkin holds a Certificate, shall not apply to the County of Pitkin. b. The insurance companies issuing the policy or policies hereunder shall have no recourse against the County of Pitkin for payment of any premiums or for assessments under any fonn of policy. c. Any and all deductibles in the above-described insurance policies shall be assumed by and be for the amount of, and at the sole expense of New World, d. Location of operations shall be: "all operations and locations at which work for the referenced Project is being done," 3, Certificates ofInsurance for all renewal policies shall be delivered to the County's Representative at least fifteen (15) days prior to a policy's expiration date except for any policy expiring on the expiration date of this contract or thereafter. 4. The County reserves the right to request and receive a copy of any policy and any policy endorsement at any time during the tenn ofthis contract. 14. ExemDtions and Preferences, All purchases of construction or building or any other materials for this contract shall not include Federal Excise Taxes or Colorado State or local sales or use taxes. Pitkin County is exempt from such taxes under registration numbers 98-02624 and 84-78000-5K, Any sales taxes or sales fees imposed from the course of this Agreement are the responsibility of the County and County agrees to remit when imposed. If an exemption is claimed by the County, an exemption certificate must be submitted to New World, 15, Records. New World shall maintain comprehensive, complete and accurate books, records, and documents concerning its perfonnance relating to this contract for a period of three (3) years after final payment under the contract and the County shall have the right within the three (3) year period to inspect and audit these books, records and documents, upon demand, in a reasonable manner and at reasonable times, for the purpose of detennining, by accepted accounting and auditing standards, compliance with all provisions ofthe contract and applicable law, 16. Contract Made in Colorado. The parties agree that this contract was made in accordance with the laws of the State of Colorado and shall be so construed. Subject to the provisions of Paragraph 9 of this Contract, the venue for any other legal proceedings is agreed to be exclusively in the courts of Pitkin County, Colorado. VII-5 17, Governmentallmmunitv. Contractor agrees and understands that Pitkin County is relying on and does not waive, by any provision of this contract, the monetary limitations or terms (presently $150,000,00 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 Pitkin County or any of its officers, agents or employees, Further, nothing in this contract shall be construed or interpreted to require or provide for indemnification of New World by the County for any injury to any person or any property damage whatsoever which is caused by the negligence or other misconduct ofthe County or its agents or employees. 18. Current Year Obligations. The parties acknowledge and agree that any payments provided for hereunder or requirements for future appropriations shall constitute only currently budgeted expenditures of Pitkin County. Pitkin County's obligations under this contract are subject to Pitkin County's annual right to budget and appropriate the sums necessary to provide the services set forth herein. No provisions ofthe contract shall constitute a mandatory charge or requirement in any ensuing fiscal year beyond the then current fiscal year of Pitkin County. No provision of the contract shall be construed or interpreted as creating a multiple-fiscal year direct or indirect debt or other financial obligation of Pitkin County within the meaning of any constitutional or statutory debt limitation, This contract shall not directly or indirectly obligate Pitkin County to make any payments beyond those appropriated for Pitkin County's then current fiscal year, No provisions of this contract shall be construed to pledge or create a lien on any class or source of Pitkin County's moneys, nor shall any provision of this contract restrict the future issuance of Pitkin County's bonds or any obligations payable from any class or source of Pitkin County's money. 19, Order Of Precedence. The following documents shall comprise the entire agreement between the parties concerning the subject matter of the Contract, and in the event of any dispute arising from or related to the Contract, shall have the following order of precedence: A, This Contract for the provision of Products and Services, B. Attachment A, STANDARD SOFTWARE LICENSE AND SERVICES AGREEMENT, with all Exhibits and Addenda and other documents attached to or incorporated by reference therein. C. New World's written amendments to its Proposal: 1. Letter to New World from La Loba International, with Aspen-Pitkin County Additional Questions to New World, dated January 27, 2006; 2. Memorandum from New World to La Loba International and APCCC, referencing Aspen-Pitkin County Additional Questions, dated February 8, 2006 (including attached revised pricing, dated February 2, 2006); 3. Memorandum from La Loba International to New World, referencing Aspen- Pitkin County Additional Modifications, dated February 27, 2006. 4. Document titled Aspen-Pitkin County Additional Pricing Modifications, generated by La Loba Intemational, with New World responses incorporated, dated February 27, 2006, VI/-6 5. Email From Jamie Cotton of New World to Kathy Imel of La Loba International, providing additional clarifications to items raised in #3 above, dated March 8, 2006, D. New World's proposal to the County, dated September 20,2005; E. County's Request for Proposals, dated June 1,2005, 20. Notice. Any written notice required by this contract shall be deemed delivered through any ofthe following: (1) hand delivery to the person at the address below; or (2) within three (3) days of being sent certified first class mail, postage prepaid, return receipt requested addressed as follows: A. To Pitkin County: Mark Gamrat Communications Director Aspen-Pitkin County Communications Center 506 E, Main Street, Dept. C Aspen, CO 81611 with copies to: Pitkin County Attorney's Office 530 E. Main Street, #302 Aspen, Colorado 81611 Fax: (970) 920-5198 B. To New World: Larry D. Leinweber President New World Systems Corporation 888 W. Big Beaver Road Suite 600 Troy, MI 48084 FAX: 248-269-1020 VII-7 ~_.,,'~-~...~---~.._._-~-,-- IN WITNESS WHEREOF, the parties have executed this contract as ofthe date first set out herein above. NEW WORLD: By: Title Date PITKIN COUNTY: By: Section Head Date Department Head Date By Risk Management Date VII-8