HomeMy WebLinkAbout20132944.tiffRESOLUTION
RE: APPROVE CONTRACT AMENDMENT #3 TO PURCHASE OF SERVICE AGREEMENT
AND AUTHORIZE CHAIR TO SIGN - ACS GOVERNMENT SYSTEMS, INC.
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with Contract Amendment #3 to the Purchase of
Service Agreement between the County of Weld, State of Colorado, by and through the Board of
County Commissioners of Weld County, and ACS Government Systems, Inc., commencing January
1, 2009, and ending December 31, 2013, with further terms and conditions being as stated in said
amendment, and
WHEREAS, after review, the Board deems it advisable to approve said amendment and
authorize the Chair to sign the same.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that Contract Amendment #3 to the Purchase of Service Agreement between the
County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld
County, and ACS Government Systems, Inc., be, and hereby is, approved and the Chair is
authorized to sign the same.
The above and foregoing Resolution was, on motion duly made and seconded, adopted by
the following vote on the 16th day of October A.D., 2013.
BOARD OF COUNTY COMMISSIONERS
WELD C , COLORADO
ATTEST:
Weld County Clerk to the Board
BY:
Deputy Cler
APP D AS
unty Pct orney
Date of signature: /ray
arjbara Kirkmey
t CI�1S
//i//$
2013-2944
DP0016
CONTRACT AMENDMENT No. 3
THIS CONTRACT AMENDMENT No. 3 (hereinafter the "Amendment") is made, and
entered into this loth day of October, 2013 (the "Amendment EffectiveDate"), by and between.
the Weld County Board of County Commissioners, located at P.O. Box 758, 1150 O Street,
Greeley, CO 80632 ("County"), and ACS Government. Systems, Inc., located at 8260 Willow
Oaks Corporate Drive, Fairfax, VA.22031 ("ACS") (referred to collectively as "the Parties").
WITNESSETH:
WHEREAS, the Parties entered into a Purchase of Service Agreement (the "Main
Agreement"), dated January 1, 2008. The Main Agreement was amended through Contract
Amendment No. 1, dated July 7, 2010, and through Contract Amendment No. 2, dated June 18,
2012 (effective June 30, 2012) ("the Amendments"), and
WHEREAS, the Parties now desire to amend the Main Agreement, Contract Amendment
No. 1, and Contract Amendment No. 2, as set forth herein.
NOW, THEREFORE, County and ACS agree to the following amendments to the Main
Agreement, which amendments shall also govern Contract Amendment No. 1, and Contract
Amendment No. 2:
1. Amend Section.3.1 of the Main Agreement to read as follows:
3.1 Term of the Agreement: The term of this Agreement shall be five years,
starting. January 1, 2009, and terminating December 51, 2013.
2. Delete Section 10.12 of the Main Agreement.
3. All other terms and conditions set forth in the Main Agreement, Contract Amendment
No. 1, and Contract Amendment No. 2, are unchanged and remain *full effect.
FURTHERMORE, the Parties agree as follows:
a. Reimbursement Due County. In 2012 and 2013, certain positions with ACS were left
open for extended periods of time, during which time County paid salaries for the
open positions. The Parties have calculated. that County is due reimbursement for
such salaries paid in the amount of $260,710.
b. Release. The original term of the Main Agreement and the Amendments was through
December 31, 2016. To reimburse ACS for the lost profit between the new
termination date of December 31, 2013, and the original termination date of
December 31, 2016, County shall forbear collecting reimbursement of the
aforementioned $260,710, and shall pay to ACS the sum of $120,000 upon signature
of this Contract Amendment No. 3: In •.consideration of such forbearance of
reimbursement of $260,710 and payment of $120,000, the receipt and sufficiency of
which ACS acknowledges, ACS voluntarily and knowingly releases and forever
discharges County from any and all claims, demands, actions at law or in that
1
2013-2944
ACS has ever had or now has or which it may have in the future, or that anyone
claiming through or under it has had, or now has or may in the future have, against
County in any manner arising out of the Main Agreement and the Amendments. By
way of example, but not by way of limitation, ACS specifically releases and
discharges County, now and; forever;. from any and all claims for torts, claims for
unjust enrichment, claims for breach of contract, claims for lost profits, claims for
breach of the covenants of good faith and fair dealing, and claims pursuant to 42
U.S.C. Section 1983, or the like. ACS understands that it may have suffered damages
that are unknown to it at the present time. ACS further acknowledges that it is
possible that any damages of which it is presently unaware and, in any manner arising
out of the Main Agreement and the Amendments may only become known sometime
in the future. With such knowledge, ACS elects to, and hereby does, assume all risks
for suchclainit heretofore or hereafter arising, known or unknown, including those
claims listed above. ACS understands that this release is a compromise of doubtful
and disputed past, current, and/or future claims in any manner arising out of the Main
Agreement and the Amendments. The consideration described above is not intended
by County and therefore should not be construed to be an admission of liability on the
part of County or anyone else, County denies liability for any claims and/or damages
arising out of, or to arise out of, the termination of the Main Agreement and the
Amendments.
c. In consideration of this amendment, and specifically the change in the date of
termination of the Main. Agreement and Amendments, County voluntarily and
knowingly releases and forever discharges ACS from any and all claims, demands,
actions at law or in equity that County has ever had or now has or which it may have
in the future, or that anyone claiming thronel or .under .it has had or now hasor may
in the future have, against ACS in any manner: arising out of the Main Agreement and
the Amendments. County understands that this release is a compromise of doubtful
and disputed past, current, and/or future claims in any manner arising out of the Main
Agreement and the Amendments. The consideration described above is not intended
by ACS and therefore.: should not be construed to be an admission of liability on the.
part of ACS or anyone else. ACS denies liability for any claims and/or damages
arising out of, or to arise out of, the termination of the Main Agreement and the
Amendments...
d. The Parties intend, by way of these mutual releases,. to bring an end to any and all
litigation or possible litigation in the future, with respect to the claims or potential.
claims described herein. Each Party understands that this is a full, complete, and final
release of the other Party, and that the consideration described above is all either
party will ever receive concerning any and all past, current, and/or future claims in
any manner arising out of the Main Agreement and the Amendments. Each of the
undersigned has read this Amendment and, realizes that its contents have important
legal consequences. The undersigned have been encouraged:. to consult with an
attorney of their choosing to discuss the provisions of this release. The undersigned
understand all of the contents hereof, and further understand that on behalf of the
Party for which he or she is signing this Amendment, that he or she is releasing any
and all claims that the Party has or may have against the other Party arising out of or
in any way related to the' Main Agreement and' the Amendments.
2
By:
e. ACS shall provide County with a full list of all of the names of the ACS employees
currently working under the Main Agreement and the Amendments, including current
salary levels and benefit levels, such as employerr paid retirement contribution and
health insurance. County shall consider such information to be a "trade secret" for
purposes of the Colorado Open Records Act, and/or for the purposes of ;any .other
open records search, Federal or State, and shall therefore protect such information to
the full extent of the law.
f. County shall offer employment to all ACS personnel currently employed by ACS and,
working at the County work site (to start January 1, 2014), in accordance with market
rates and terms for individuals possessing the same or similar skills, experience and;
qualifications of such personnel. County shall have no liability or obligation of any
kind for any ACS benefit plan which may currently be in place for such personnel,
and ACS agrees to pay out all vacation and sick leave compensable balances to such
personnel upon their termination of employment with ACS, in accordance: with
applicable ACS personnel policies and procedures.
4.'
g. County is current on its monthly payments to ACS through October 31, 2013. To and
until the date of termination of the Main Agreement and the Amendments (December
31, 2013), County shall pay the regular monthly amounts for the months of
November and December, 2013, less credit for the positions open during the period
from the date os signature hereunder to and until the date of termination.
IN WITNESS WHEREOF, County and ACS have caused this:Contcact Amendment No. 3
to be signed by their duly authorized officers on the day and year first set forth hereinabove.
CLERK OF THE BOARD
eputy Clerk to the Board
ACS GOVERNMENT SYSTEMS, INC.
By:
Michael L. Moore
Senior Vice President
3
WELD COUNTY BOARD OF
COUNTY COMMISSIONERS
By:
W liam F. Garcia, Chairman
Date: /6 /is/13
Susan Brown
From:
Sent:
To:
Subject:
Human Resources
Wednesday, October 16, 2013 8:36 AM
WCNDA
For Immediate Release
From: Weld County News
Sent: Wednesday, October 16, 2013 8:30 AM
To: 'WCNDA@co.weld.co.us'
Subject: For Immediate Release
BOARD OF COUNTY COMMISSIONERS
1150 O STREET
P.O. BOX 758
GREELEY, COLORADO 80632
PHONE: 970-336-7205
FAX: 970-352-0242
Weld County Employees: October 16, 2013
Today at our 9:00 am meeting the Weld County Commissioners will modify the contract with ACS/Xerox. Upon
mutual consent, our agreement will terminate effective December 31, 2013.
We will be transitioning IT support services from ACS/Xerox to general county government between now and
Dec 31, 2013. During this time, support for your departmental computer/information technology needs will be provided
by ACS/Xerox. Weld County will be working with ACS/Xerox to fully support your department or Office until the
transition is complete. This transition will include the County hiring existing ACS/Xerox employees.
During the next several days Administration will be posting a position for a Chief Information Officer for Weld
County and will be reaching out to each of you to discuss your short and long term IT needs.
On January 1, 2014, Weld County will assume complete oversight of all County Information Technology
functions. Should you have any questions regarding this transition please do not hesitate to contact me at 970 356 4000
ext 4209 or Monica at 970 302-2725.
Sincerely,
William F. Garcia
Chairman, Board of County Commissioners
1
Hello