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HomeMy WebLinkAboutbocc.res.194.2001 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO, ADOPTING AN INTERGOVERNMENTAL AGREEMENT WITH THE CITY OF ASPEN FOR WEB SITE DEVELOPMENT Resolution#/49/- RECITALS 1. The City of Aspen and Pitkin County have initiated a joint effort (the Project)to create a City/County website presence to better serve our citizens. In order to implement the Project, the City and the County wish to enter into an Intergovernmental Agreement (IGA) that would define respective roles of each government during each phase of the Project. A copy of the proposed IGA is attached 2. It is in the best interest of the governments to pursue adoption of an IGA to define the responsibilities of each entity during the implementation of the Project. The IGA will also institutionalize commitments from the governments regarding contract administration, cost sharing for site maintenance, and other ongoing responsibilities associated with the Project. Now therefore be it resolved by the Board of County Commissioners of Pitkin County, Colorado that the attached Intergovernmental Agreement with the City of Aspen for Web Site Development be adopted. Introduced, First Read and Set For Public Hearing on October 10, 2001. Notice of Public Hearing Published in the Weekend Edition of the Asnen Times on October 13,2001. Approved on 2"d Reading at a Public Hearing on October 24,2001. Published after Adoption in the Weekend Edition of the Aspen Time on November, 2001. ATV T: BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO By t! J ette Jones Mick Ireland, Chair eputy Clerk&R corder �> Date: (� .a APPROVED AS TO FORM: MANAGER APPROVAL: John Hilary Fle6her Smith Attorney County Manager 597 G' I JAN. 15. 2002- 3 : 27PM CITY OF ASPEN NO- 1799 P. 2 RESOLUTION # (Series of 2001) A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF ASPEN, COLORADO, AND PITKIN COUNTY SETTING FORTH THE TERMS AND CONDITIONS REGARDING AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENT WHEREAS, there has been submitted to the City Council an intergovernmental agreement between the City of Aspen, Colorado, and Pitkin County, a copy of which agreement is annexed hereto and made a part thereof. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO: Section 1 That the City Council of the City of Aspen hereby approves that agreement between the City of Aspen, Colorado, and Pitkin County regarding web site development, a copy of which is annexed hereto and incorporated herein, and does hereby authorize the City Manager of the City of Aspen to execute said agreement on behalf of the City of Aspen. Dated: a"IIJ /V elan alin erud, Mayor 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 October 9, 2001 r. n S. {och, City C ark V 3 INTERGOVERNMENTAL AGREEMENT CITY OF ASPEN - PITKIN COUNTY CITY/COUNTY WEBSITE THIS INTERGOVERNMENTAL AGREEMENT (hereinafter referred to as "lutergovernmental Agreement") made and entered into this .23lc� day of 2001, by and between the CITY OF ASPEN, Colorado, a m nicipal corporation (hereinafter referred to as "City"); and the BOARD OF COUNTY COMMISSIONERS of Pitkin County, Colorado, a body corporate and politic (hereinafter referred to as "County"): WITNESSETH: WHEREAS, the City and County are each authorized to enter into this Intergovernmental Agreement to contract with each other; and WHEREAS, the City and the County desire to cooperate in the creation of a City/County website presence on the World Wide Web to better serve their individual citizens (the "Project'). NOW, THEREFORE, in consideration of the mutual benefits to be derived hereby, the City and the County enter into this Intergovernmental Agreement to cooperatively create a website and agree as follows: 1. The City and County shall continue to work together to develop and host a combined City/County website presence on the World Wide Web. 2. The parties agree that WebCreate.Com has submitted the most responsive proposal to design and implement the proposed website and accordingly agree to utilize the services of WebCreate.Com as set forth in their proposal appended hereto as Exhibit A. 3. The City and the County shall each take all steps necessary to appropriate from their respective budgets an amount not to exceed $100,000.00 for one-time costs of designing and developing the website. 4. The City shall enter into a contract with WebCreate.Com to engage the services of WebCreate.Com as set forth in their proposal. 5. The City and County joint Information Systems Department shall administer the contract. Page 1 6. The parties hereto understand that the first phase of the Project requires WebCreate.Com to design and implement the core website functionality. The cost for this functionality phase is estimated to cost $115,073.00. It is understood that there may be additional costs and/or changes to the initial contract. Each party shall pay one half of the total cost of this initial contract, including any additions or changes. If additions or changes are required to complete the contract, the Information Systems Department Director shall obtain the written approval for any additional changes in the total cost of the contract from both the County and City managers before authorizing any additions to the contract price. 7. The City shall purchase web server hardware and software at an estimated cost of $8,072.00. The County shall reimburse the City one half of this cost within thirty (30) days of receiving an invoice for same. 8. The City shall contract with WebCreate.Com to install and configure the City/County web server at an estimated cost of$5,530. The County shall reimburse the City one half of this cost within thirty (30) days of receiving an invoice for same. 9. The City shall contract with WebCreate.Com to host the City/County web server and website at an estimated cost of $3,589.00 for the first year. The County shall reimburse the City one half of this cost within thirty (30) days of receiving an invoice for same. 10. The parties recognize that there may additional costs involved for the hosting and maintenance of the web site in the future, including annual web hosting fees. The parties hereto agree that that the City shall contract for those additional services as required. The County shall reimburse the City one half of these costs within thirty (30) days of receiving an invoice for same. The Information Systems Department Director shall obtain written approval from both the City and County managers for any costs or expenses that exceed $1,000.00 before authorizing any additional expenses for on-going hosting and maintenance costs. 11. In the event of the termination of this Intergovernmental Agreement which termination may only occur in accordance with the requirements and limitations of Section 12 hereof, and the resulting dissolution of the joint City/County web site, the assets of the Project shall be distributed as follows: a. All assets acquired from contributions from the City or the County shall be returned to the contributing party if said assets are still in existence. b. If assets contributed to the Project are not in existence, the contributing party shall have the option of receiving the fair market value of the asset at the time of disposal by the project in either cash or assets of the Project. Page 2 C. All remaining assets acquired by the Project after the date of this Intergovernmental Agreement from funds provided by the parties shall be distributed to the parties on the basis of the appraised value of said assets at the time of termination and in the same proportion as the respective contributions of funds by the parties for acquisition of the asset. d. The City and the County may agree to dispose of any assets of the Project in any other acceptable manner. e. If the City and the County cannot agree on the disposition of any assets of the Project within sixty (60) days after termination, said assets shall be subject to an independent appraisal and shall be sold at public auction as soon as practicable with the proceeds allocated to the City and the County in the same proportion as the total contribution of funds by the respective parties for acquisition of the asset. 12. The term of this Intergovernmental Agreement shall be from the effective date hereof through December 31, 2002, and shall automatically be renewed for successive one-year periods thereafter. Either party thereto may terminate this Intergovernmental Agreement for any reason upon ninety (90) days' written notice, provided, however, that this Intergovernmental Agreement may not be terminated or rescinded so long as the Project has outstanding obligations, unless provision for full payment of such obligations, by escrow or otherwise, has been made pursuant to the terms of such obligations. 13. This Agreement may be modified by written amendment approved by the City Council and Board of County Commissioners, acting separately. 14. Any formal notice, demand or request provided for in this Intergovernmental Agreement shall be in writing and shall be deemed properly given if deposited in the United States Mail, postage prepaid to: City of Aspen, Colorado c/o City Manager 130 South Galena Street Aspen, Colorado 81611 Board of County Commissioners of Pitkin County, Colorado c/o County Manager 506 East Main Street Aspen, Colorado 81611 Page 3 JAN. 15. 2002 3; 28PY"CITY OF ASPEN NO. 1799—P. 6 IN WITNESS WHEREOF, the parties hereto have executed this Intergovernmental Agreement on the day and year first above written. ATTEST: CITY COUNCIL OF ASPS CO ORADO =:��<6, Clerk and 0 r ayor APPROVED AS TO FORM: ofty-giorni? ATTEST: BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO ID 7 C16r and Recor Chairman APPROVED AS TO FORM: �tttrtry l d —� y--GI Page 4 EXHIBIT A THE CITY OF ASPEN PIIK' IN COUNTY Web Site Development Service Agreement ' Project 02290301 August 16, 2001 y Please sign and retain for your records. �G WebCreate.com 650 MAIN STREET, SUITE 1 <x GRAND JUNCTION, CO 81501 PHONE 970.248-9600 FAX 970-248-9606 TOLL-FREE 1-888-782.0444 E•Mall: info@webcreate.com http://wobcreate.com i WebCreate.com Main Street e One ad Junction, CO 81501 Web Site Development Service Agreement Project # 02290301, August 16, 2001 Company/Client: City of Aspen, Colorado Authorized Representative of the Client: Jim Considine Phone: 970-920-5014 Fax: 970-920-5197 Address: 130 S. Galena St. Aspen, Colorado 81611 Point of Contact E-mail Address: jimc@ci.aspen.co.us Present WWW URL: http://aspengov.com http://pitkingov.com Project Description and Quote: Reference: Pitkin County& City of Aspen Web Site Development. Project Number 01290301AP, May 30, 2001. Terms of Agreement 1. AUTHORIZATION The above named client is engaging WebCreate.com, Inc., located at 650 Main St., Suite 1, Grand Junction,CO 81501 as an independent contractor for the specific purpose of developing and/or improving a World Wide Web site, as outlined in the documents"Pitkin County& City of Aspen Web Site Development,Project Number 01290301AP."The foundation for this service agreement has been provided to the Client in three separate binders on May 30, 2001 and is available online at http://aspen.webcreate.com/project/(Login Name: proaspen, Password: progress). Hereafter,the City of Aspen, Colorado will be known as the "Client" and WebCreate.com, Inc. will be know as "Web Site Developer', "Developer'or"WebCreate.com, Inc." ]itlllll� 2. DEFINITIONS A. "Client Properties" shall mean all text, pictures, sound,graphics, video and other data supplied by Client to WebCreate.com, Inc. B. 'Developer Properties" or"WebCreate.com,Inc. properties"shall mean the Work Product except for the Client Properties. C. "Work Product" shall mean all HTML and/or Java files, graphics files, animation files,data files, technology, scripting and programming(in source code form), all documentation,and each and every deliverable developed by the Web Site Developer and delivered to Client in accordance with the terms and conditions of this Agreement,excluding Client Properties. 3. SERVICES PROVIDED WebCreate.com, Inc. will provide the web site design, development, programming and other consulting services ("Services")to create the "Work Product" (as defined herein), all as set forth in each statement of work, or modifications to each statement of work, agreed to by the parties from time to time and attached and trade a part hereof. 4. STATEMENT OF WORK WebCreate.com, Inc. will design and develop a web site for the Client as outlined in Binders 1-3, dated May 30, 2001 and according to specifications included in documents titled "Project #01290301AP." These documents are also available on the City of Aspen/Pitkin County Project Site at http://aspen.webcreate.com/project/. These documents are merely a foundation and specifications will be defined on an ongoing basis. The process of the web site development will be discussed with the City of Aspen and established prior to developing a web site. The web site and all associated applications will be developed to Client's satisfaction and specifications. All designs, templates and applications (software) will be approved by the Client prior to final production. Summary of applications, static web pages, design and elements to be developed by WebCreate.com, Inc.: The "cost"column references the project price as defined in Binders 1-3 (Project Number 01290301AP,May 30, 2001). However,changes to the specifications are expected and the Client agrees to accommodate for additional funding and additional time needed for implementing such changes. I 2 Phase One Module Name and Predicted Development Order Estimated Cost Definition of Process for Developing a(this)Web Site $0.00 Module 1: Initial Setup $4,500.00 Module 2: Global:multi-tier web site graphic design,templates not included $3.900.00 in applications, navigation,design variations. Module 3:Central Database $12,270.00 Module 4:Web-Based Database Administration Application $24,702.50(ongoing throughout Phase One) Module 5: News& Press Releases $2.737.50 Module 6: Employment Opportunities 735 Module 7: Departments, Employee,and Service Directory Module 8:Creation of Department Templates Module 9:City of Aspen Departments Module 10:Joint Departments Module 11: Pitkin County Departments 8.75 Module 12: Calendar of Events .00 Module 13: Feedback, Requests, Inquires,and ResponsesB$$46775 .50 Module 14: Search Engine .00 Module 15: Online Help .00Module 16: Front Page Dynamic Content .50Module 17:Ten Most Popular Pages .25Module 18: Front Page .00Module 19: Final Review .00Estimation for Phase One .25 5. COST Compensation and Term The following fees shall apply: Project Number 01290301AP: $115,073.25 Down-payment within 20 days of the contract execution: 30% of Phase One of the Web Site/Applications development cost: $34,521.97 Payment schedule: project is broken down into Web Site Modules. 3 7Descriplion Down-Payment Amount Payment Due upon Final Payment Upon (Percentage) module delivery(amount Module Acceptance by or percentage) the Client) $34,521,97/30% N/A Remaining balance for Phase One,which was not included in any specific module,due within 60 days from the Project completion date. Module 1 Included in Phase 15% —Module 18 One Down-Payment. 55°k All work,project,changes and modification to completed web site modules will be quoted and will require Client's approval. The following fees shall apply to any work and services performed: Service Hourly Rate Consulting(limited)related to the web site development inclusive for the duration of the project Site planning,content development,site architecture design,final site plan $60.00 Project ManagemenVAdministration $60.00 Graphic Design $65.00 Database Programming&Design $75.00 Database Integration with Virtual Server $85.00 ActiveX,Java,CGI,Cold Fusion $75.00 E-commerce Development $80 00 Macromadia Flash and Shockwave Design $75.00 Content Development $60.00 Video&Audio Development $100.00 Search Engine registration(indexed databases) inclusive for major search engines General Web Site Design&Architecture $65 00 Domain RegislratiorVRe-registratiorVRenewals at cost (Network Solutions Fees) Dedicated Servers(it required) at cost or lease Reasonable and necessary business and travel expenses actually incurred by WebCreate.com,Inc. shall be reimbursed by Client upon submission of expense reports with back-up documentation, except that travel expenses shall not apply for assignments within a 75 mile radius of downtown Grand Junction, CO. All such expenses will be approved by the Client prior to implementation. WebCreate.com, Inc. shall provide detailed invoices and shall maintain,and provide, upon request,documentation for a period of one year from the date of the respective invoices. Client shall make full payment for services within thirty days of invoice. If WebCreate.com, Inc. brings 4 a legal action to collect any sums due under this Agreement,WebCreate.com, Inc. shall be entitled to collect, in addition to all damages, it's costs of collection, including reasonable attorney's fees. This Agreement shall commence on the date stated in the signature block, and shall remain in effect until all obligations under this Agreement have been properly completed. 6. ADDITIONAL SERVICES The terms and conditions set forth in this document constitute the sole agreement between WebCreate.com, Inc. and the Client regarding web site development services. Any additional work not specified in this Service Agreement must be authorized in writing. 7. COMPLETION DATE The Developer and the Client must work together to complete the web site in a timely manner for both parties to remain profitable. We agree to work expeditiously to complete Phase One of this project no later than December 30, 2002 if this Service Agreement is executed by August 31, 2001 and the development project timelines as established in the future document that defines the process for developing a web site for the City of Aspen and Pitkin County. Cancellation Cancellation of the project or a portion of the project at the request of the Client must be made by certified letter. In the event that work is postponed or canceled at the request of the Client by registered letter, the Developer shall have the right retain the original 30%deposit. In the event this amount is not sufficient to cover the Developer for time and expense already invested in the project additional payment will be due. If additional payment is due, this will be billed to the Client within 10 days of notification via registered letter to stop work. Final payment will be expected under the same terms as listed in Article 5 above. 8. OWNERSHIP WEBCREATE.COM, INC. PROPERTIES. As between the Web Site Developer and Client, the Web Site Developer will at all times be and remain the sole and exclusive owner of the Developer Properties,defined herein as any property, in any format used in or made part of the Work Product which is not performed under the lifetime licensing basis or is not provided by the Client or a Third Party. Except as expressly authorized in this Agreement, Client will not copy,modify, distribute or transfer(by any means),display, sublicense, rent,reverse engineer,de-compile or disassemble the Developer Properties. CLIENT'S PROPERTIES. As between Web Site Developer and Client, the Client will at all times be and remain the sole and exclusive owner of Client Properties. WebCreate.com, Inc. will perform all design and programming work on lifetime license basis, thus allowing the Client to use all content and applications residing on the Client's server. All files necessary for the web site to properly display and function on the World Wide Web will be placed on the Client's web server. Lifetime license grants the Client a right to use and reuse Developer Properties beyond the duration of the Client-Developer relationship. Lifetime license does not provide for support, upgrades and fixes beyond the Client-Developer relationship period. WebCreate.com, Inc. /J 5 i properties include all hardware and software used to produce or operate the web site(s)that are not part of this or any other agreement with the Client. WebCreate.com, Inc. grants to Client and Client accepts a non-exclusive, non-sublicenseable, perpetual, worldwide license to publicly perform, publicly display and digitally perform the Work Product on the Internet. THIRD PARTIES'PROPERTIES.Except as otherwise set forth herein, nothing shall cause or imply any sale, license,or other transfer of proprietary rights of or in any third party software or products from one party to this Agreement to the other party. INTELLECTUAL PROPERTY. If either party(the "Indemnitee")promptly notifies the other(the "Indemnitor") in writing of a claim against Indemnitee that any of the Developer Properties or Client Properties infringes a presently existing proprietary right of a third party, and if Indemnitee specifies in such notice that the claim is based to any extent upon an alleged infringement by any portion of Indemnitor's properties, the Indemniter, with respect to and the extent of the portion of the claim pertaining to the Indemnitor's properties, shall indemnify and defend such claim at its expense and pay any costs or damages, including any attorney's fees and/or expert witness or consulting fees, that may be incurred or finally awarded against the Indemnitee. 9. WARRANTIES AND PERFORMACE 9.1 WebCreate.com, Inc. represents and warrants to Client that it has the experience and ability to perform the services required by this Agreement; that it will perform said services in a professional, competent and timely manner; that it has the power to enter into and perform this Agreement; and that its performance of this Agreement shall not infringe upon or violate the rights of any third party or violate any federal, state and municipal laws. However, Client will not determine or exercise control as to general procedures or formats necessary to have these services meet Client's satisfaction. 9.2 WEBCREATE.COM,INC. WARRANTIES. The Web Site Developer represents and warrants that the Work Product does not and will not knowingly: (a) violate any law or regulation, including, without limitation,the laws and regulations governing export control; (b) be defamatory or trade libelous; (c) be pornographic or obscene; or(d)contain any viruses,Trojan horses, worms, time bombs or other computer programming devices which are intended to damage a user's system or data or prevent the user from using same. 9.3 CLIENT WARRANTIES.Client represents and warrants that the Client Properties will not knowingly: (a) violate any law or regulation,including, without limitation,the laws and regulations governing export control; (b) be defamatory or trade libelous; (c)be pornographic or obscene; or(d)contain any viruses,Trojan horses,worms,time bombs or other computer programming devices which are intended to damage a user's system or data or prevent the user from using same. Client further represents and warrants that(a)Client has all rights necessary for the production, distribution,exhibition and exploitation of the Client Properties as part of the Work Product consistent with the license granted in this Agreement;and (b) there is no outstanding contract, commitment or agreement to which Client is a party or legal impediment of any kind known to Client which conflicts this Agreement or might limit, restrict or impair the rights granted hereunder. LI 6 9.4 WebCreate.com, Inc. acknowledges that the services rendered under this Agreement shall be solely as an independent contractor. WebCreate.com, Inc. shall not enter into any contract or commitment on behalf of Client. WebCreate.com, Inc. further acknowledges that it is not considered an affiliate or subsidiary of Client,and is not entitled to any Client employment rights or benefits. It is expressly understood that this undertaking is not a joint venture. 9.5 Confidentiality. WebCreate.com, Inc. recognizes and acknowledges that this Agreement creates a confidential relationship between WebCreate.com, Inc. and Client and that information concerning Client's business affairs,customers, vendors, finances,properties, methods of operation,computer programs,and documentation,and other such information, whether written, oral,or otherwise, is confidential in nature. All such information concerning Client is hereinafter collectively referred to as "Confidential Information." 9.6 Non-Disclosure. WebCreate.com, Inc. agrees that, except as directed by Client, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever and that upon the termination of this Agreement it will turn over to Client all documents,papers, and other matter in its possession or control that relate to Client. WebCreate.com, Inc. further agrees to bind its employees and subcontractors to the terms and conditions of this Agreement. 9.7 Office Rules. WebCreate.com, Inc. shall comply with all office rules and regulations, including security requirements, when on Client premises. 9.8 Conflict of Interest. WebCreate.com, Inc. shall not offer or give a gratuity of any type to any Client employee or agent. 9.9 Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Colorado. 9.10 Insurance. WebCreate.com, Inc. shall obtain and maintain during the term of this Agreement insurance, including worker's compensation, motor vehicle, and comprehensive general liability. 10. LIMITATIONS OF LIABILITY IN NO EVENT SHALL WEBCREATE.COM,INC.BE LIABLE TO CLIENT,USERS OR TO ANY THIRD PARTY FOR ANY INDIRECT,CONSEQUENTIAL,SPECIAL,INCIDENTAL,PUNMVE OR NONCONTRACTUAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY SERVICES, EVEN IF WEBCREATE.COM,INC.HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. WEBCREATE.COM'S LIABILITY,IF ANY,TO CLIENT OR TO ANY THIRD PARTY HEREUNDER SHALL IN NO EVENT EXCEED THE TOTAL AFTER TAX PROFITS EARNED BY WEBCREATE.COM,INC. UNDER THIS AGREEMENT IN THE LAST TWELVE MONTHS.THE PARTIES ACKNOWLEDGE THAT WEBCREATE.COM I iNC. HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.THE PARTIES AGREE THAT THE LIMITATION AND EXCLUSIONS OF LIABILITY WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. 1N NO EVENT SHALL WEBCREATE.COM,INC.BE LIABLE FOR FAILURE OR DELAY IN PERFORMING ITS OBLIGATIONS HEREUNDER IF SUCH FAILURE OR DELAY IS DUE TO CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL,INCLUDING,WITHOUT LIMITATION,ACTS OF ANY GOVERNMENTAL BODY,WAR,INSURRECTION,SABOTAGE,EMBARGO,FIRE,FLOOD,STRIKE OR OTHER LABOR DISTURBANCE,INTERRUPTION OF OR DELAY IN TRANSPORTATION, UNAVAILABILITY OF OR DELAY IN TELECOMMUNICATIONS OR THIRD PARTY SERVICES,FAILURE OF THIRD PARTY SOFTWARE OR 7 INABILITY TO OBTAIN RAW MATERIALS,SUPPLIES,OR POWER USED IN OR EQUIPMENT NEEDED FOR PROVISION OF THE SERVICES. 11. DISCLAIMER OF WARRANTIES EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8 OF THIS AGREEMENT,ALL CLIENT SERVICES ARE PROVIDED ON AN"AS IS"BASIS.WEBCREATE.COM,INC.DOES NOT MAKE, AND HEREBY DISCLAIMS,ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING,BUT NOT LIMITED TO,WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,NONINFRINGEMENT AND TITLE,AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING,USAGE,OR TRADE PRACTICE,WEBCREATE.COM,INC.DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED,ERROR-FREE OR COMPLETELY SECURE. 12. LITIGATION. Any disputes arising from this contract will be litigated or arbitrated in the city of Grand Junction, Colorado or Aspen,Colorado. This Agreement shall be governed and construed in accordance with the laws of the State of Colorado,USA. 13. ENTIRE AGREEMENT AND NOTICE This Agreement contains the entire understanding of the parties and may not be amended without the specific written consent of both parties. Any notice given under this Agreement shall be sufficient if it is in writing and if sent by certified or registered mail. The undersigned hereby agree to the terms, conditions and stipulations of this agreement on behalf of his or her organization or business. This Agreement constitutes the entire understanding of the parties. Any changes or modifications thereto must be in writing and signed by both parties. IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date indicated below: FOR THE CITY OF ASPEN FOR WEBCREATE.COM, INC. ,&� �Ve A— /&-%I— SIG T RE(S) SIGNATURE(S) 2� August 16, 2001 T DATE �o Martin Wiesiolek PRINTEDPresident NAME TITLE TITLE A down-payment in the amount of$34,521.97 is required to validate this Service Agreement. . l 8 I'