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Home My WebLink About20101276.tiff RESOLUTION RE: APPROVE EQUIPMENT LEASE AND SUPPORT SERVICES AGREEMENT AND AUTHORIZE CHAIR TO SIGN - RUNBECK ELECTION SERVICES, 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 an Equipment Lease and Support Services Agreement between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Weld County Clerk and Recorder, and Runbeck Election Services, Inc., commencing upon full execution,with further terms and conditions being as stated in said agreement, and WHEREAS, after review,the Board deems it advisable to approve said agreement,a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado,that the Equipment Lease and Support Services Agreement between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Weld County Clerk and Recorder, and Runbeck Election Services, Inc., be,and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 14th day of June, A.D., 2010. BOARD OF COUNTY COMMISSIONERS WELD COUN •LORADO ' �' �j ATTEST: ... - /_1i, uJu / ,�` a^'Sa'ugI . Rademach=r, Chair Weld County Clerk to the B! 4` �'• jrIiZa Kirkmey r, Pro- em Dept Clerk •he oard Sean P. Conway AP OVE AS TO F M: W� �� If i p V. Garcia o yAttorney �� .t,� L i David E. Long 1,1 Date of signature: CO Ii ID C' C � (.S, yh) (� at. 2010-1276 I OYt.cx �' - C -I) ix --Ill io CR0026 EQUIPMENT LEASE AND SUPPORT SERVICES AGREEMENT THIS EQUIPMENT LEASE AND SUPPORT SERVICES AGREEMENT ("Agreement"), is executed as of the Pig day of --7-2/4e , 2010 between: THE BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY, on behalf of the WELD COUNTY COLORADO CLERK AND RECORDER'S OFFICE (hereinafter, "Clerk and Recorder"), and RUNBECK ELECTION SERVICES, INC., an Arizona corporation (hereinafter, "Runbeck"). WITNESSETH: In consideration of the terms and conditions hereinafter set forth, the parties agree as follows: ARTICLE 1 RECITALS 1.1 Clerk and Recorder wishes to lease Ballot on Demand Equipment ("Equipment") and to procure related support services from Runbeck, all as more specifically described in Exhibit "A" attached hereto. 1.2 The undersigned representative of each party has been authorized to enter into this Agreement to provide said Equipment and support services. ARTICLE 2 SCOPE OF WORK 2.1 Runbeck shall furnish to Clerk and Recorder the materials, tools, supplies, training and support services described in Exhibit"A." 2.2 Clerk and Recorder shall be responsible for ensuring that there is adequate storage area for Equipment and that all supplies will be stored in an air conditioned or suitable climate controlled environment. ARTICLE 3 DELIVERY OF EQUIPMENT 3.1 Runbeck shall cause the Equipment to be delivered to the location, and on or about the date, agreed to by the parties as set forth in Exhibit "A". Runbeck shall not be liable to Clerk and Recorder for any delay in the delivery of Equipment. 1 &O/T / 7t, ARTICLE 4 TERM OF LEASE 4.1 The term of the Equipment lease shall commence on the date Clerk and Recorder accepts delivery of the Equipment and shall continue for a period of 48 months thereafter, unless sooner terminated as provided herein. ARTICLE 5 PAYMENT TO RUNBECK 5.1 Clerk and Recorder hereby agree to pay Runbeck for Equipment and for support services in accordance with the terms set forth in Exhibit "B". ARTICLE 6 RUNBECK'S OWNERSHIP OF EQUIPMENT 6.1 Clerk and Recorder acknowledges and agrees that Runbeck is, and shall at all times remain, the sole owner of Equipment and that, by execution of this Agreement, Clerk and Recorder shall not acquire or possess any ownership interest in Equipment. Equipment is, and shall at all times be, the property of Runbeck, notwithstanding that it may be affixed or attached to real property. 6.2 Separate and apart from the support services to be provided by Runbeck herein, Clerk and Recorder shall use and store Equipment with reasonable care and caution during the term of the lease. ARTICLE 7 INDEMNIFICATION 7.1 Runbeck shall have no liability to Clerk and Recorder for damages resulting from Clerk and Recorder's negligence in the use, operation or possession of Equipment. ARTICLE 8 INDEPENDENT CONTRACTOR 8.1 This Agreement does not create an employee/employer relationship between the parties. It is the intent of the parties that Runbeck is an independent contractor under this Agreement and not an employee of Clerk and Recorder for any purpose. ARTICLE 9 TAXES AND INSURANCE 9.1 Clerk and Recorder shall pay to Runbeck an amount equal to all taxes, fees and assessment associated with the ownership, leasing, use, control or value of Equipment; and Clerk and Recorder will be liable for ad valorem personal property taxes on Equipment, as to which Clerk and Recorder agrees to indemnify Runbeck. 2 9.2 Clerk and Recorder shall maintain at its own cost insurance with respect to Equipment against all risks of loss or damage in an amount not less than the full replacement value thereof and shall designate Runbeck as the loss payee with respect to such insurance. Clerk and Recorder shall also maintain public liability and property damage insurance with respect to Equipment in amounts not less than $500,000 in respect of bodily injury or death to any one person, not less than $1,000,000 in respect to any one accident, and not less than $500,000 in respect to property damage, and shall maintain insurance against such other risks as are customarily insured against by companies owning property similar to Equipment or engaged in a business similar to that of Clerk and Recorder. ARTICLE 10 EARLY TERMINATION 10.1 In the event Clerk and Recorder should fail to pay to Runbeck any amounts due hereunder, and such failure continues for ten (10) days after written demand for payment is delivered by Runbeck to Clerk and Recorder, Runbeck, at its election, may immediately terminate this Agreement and take possession of all Equipment without court order and, in addition, Runbeck may pursue any other remedy at law or in equity. ARTICLE 11 MISCELLANEOUS 11.1 Confidentiality. The parties acknowledge that each may have access to the confidential and proprietary information of the other in connection with this Agreement and each expressly hereby agrees to treat such confidential and proprietary information of the other party as strictly confidential and shall not disclose such information to any third party. 11.2 Assignment. This Agreement shall not be assigned, transferred or otherwise encumbered by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld 11.3 Notice. Whenever any party desires to give notice to any other party, such notice must be in writing, and shall be sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended, at the place last specified, and the place for giving of notice shall remain such until changed by written notice in compliance with the provisions of this section. The parties designate the following as the respective places for giving of notice: CLERK AND RECORDER: Steve Moreno, Weld County Clerk and Recorder 1402 N. 17th Avenue Greeley, Colorado 80631 3 RUNBECK: RUNBECK ELECTION SERVICES, INC. 2404 W. 14th Street, Suite 110 Tempe, Arizona 85281-6929 11.4 Binding Authority. Each person signing this Agreement on behalf of either party individually warrants that he or she has full legal power to execute this Agreement on behalf of the party for whom he or she is signing, and to bind and obligate such party with respect to all provisions contained in this Agreement. 11.5 Severability. If any provision of this Agreement shall be held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby and shall continue in full force and effect, and be enforced to the fullest extent permitted by law. 11.6 Governing Law. This Agreement shall be governed by the laws of the State of Arizona without consideration of any conflict of law principles. The parties irrevocably consent to the exclusive jurisdiction of the State of Colorado for any matter arising under or related to this Agreement. 11.7 Time of Essence. Time is of the essence in each and all of the provisions of this Agreement. 11.8 Entire Agreement/Modifications. This Agreement contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiation, representation, and understanding or agreements with respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented only by a written instrument signed by both parties. 11.9 Funding Contingency. No portion of this Agreement shall be deemed to create an obligation on the part of County to expend funds not otherwise appropriated or budgeted for. 11.10 No Third Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. 4 IN WITNESS OF THE FOREGOING, the parties have signed this Agreement as of the day and year first written above. CLERK OF THE BOARD BOARD OF COUNTY Bruce T. Barker COMMISSIONERS OF ,��`r • / 4`� WELD COUNTY, COLORADO 7l iriii .mom. �l��'/ :.� �.' �� • . 'o s� �N �.� deputy Cleo to the Board %r. �7 Dou_•las Ra'emacher, Chairman RUNBECK ELECTION SERVICES, INC. By: °rl tt��\ Title: nw,i��w1 N chic (>04r)e csnd. 5 f WNBECK E dim Services EXHIBIT A-Weld County, CO Support Services Runbeck Election Services believes that a key to successful implementation is to define and take responsibility for key tasks that will be necessary during an election cycle. Following are the materials and services that are provided as part your lease: All Printer Consumables except paper • Printer toners • Printer drums • Printer fusers • Printer transfer belts Customer is responsible for installation of consumables while operating printers during election cycle. Materials Management • Pre-election inventory and ordering of all consumables • Removal of any outdated supplies to ensure quality print • Ordering of supplies necessary to print 115% of anticipated volume • Shipping of all consumables to ROV location Customer is responsible for providing storage area that provides adequate space and maintains proper environmental conditions for stocking of supplies. Customer must provide Runbeck Election Services notice of election at least 60 days in advance of 1s' day print services will be required. Software Maintenance • 7X24 technical software support hotline during declared election cycles • Installation of any new software updates • Testing and validation of all software updates Hardware Maintenance • 7X24 technical support hotline during declared election cycles 6 • Includes on-site service support within an agreed upon timeframe during the election cycle • Bi Annual preventative maintenance on each Sentio system • All replacements parts, including, but not limited to, replacement hardware if necessary Training • 181 level train-the-trainer for poll worker (operator) training • 2n° level Certification training • Refresher training as needed or requested Training will be provided on a pre-scheduled basis in advance of a declared election. Number and length of training sessions will be mutually agreed upon in advance. Customer agrees to provide a facility to hold training sessions. Election Implementation Support • Installation of ballot repositories and necessary side files for the first election • Certification training for set up and testing of each Sentio system to validate accurate ballot production • Additional election support is available on a contract basis. This may include onsite operators or onsite technical support to name a few services offered. Customer is responsible for making available an area that provides adequate space and maintains proper environmental conditions for the storage, set up and testing of the equipment. Customer also agrees to allow RES employees access to the equipment, when requested, during normal working hours. On behalf of CUSTOMER, I hereby authorize the payments for the Equipment and Services described above, and pursuant to the terms and conditions contained in the Sentio Ballot Usage Based Billing Agreement, dated as of , Signed Date 7 RU çEl6ctlon ��*. EXHIBIT B-Weld County, Co. Payment Schedule There are three costs associated with this contract: 1. Usage Fee— Initial payment for each leased system, payable 30 days after acceptance and installation documents are signed . Following three payments due on anniversary of acceptance. 2. Ballot Service Fee - charged for each ballot sheet printed, billed at the end of each election 3. Ballot Set-up Fee - charged per election event, billed at the end of each election 1. Usage Fee System Unit Extended Annual Quantity Price Price Payment Sentio 9650 non-audit light duty cart systems 2 $15,038 $30,076 $7,519 for counter ballots. Training: • Train-The-Trainer Unlimited Included Included Included • Sentio Certification Training • Refresher Trainin• TOTAL PRICE Included N/A $30,076 $7,519 TERMS: • Sales Tax and Shipping Charges will be additional. • First Payment due Net 30 upon installation and acceptance of equipment. Each of three additional payments due annually on the anniversary date of this agreement. • Contract Term ends 48 months from signing of the Equipment Acceptance Document. • End of Contract Options include: 8 o Terminate Agreement and return equipment to Runbeck Election Services, Inc. o Upgrade existing system, for which new usage agreement would be necessary. o Extend the existing Agreement at a cost of 25% of existing annualized payments on a year to year basis. 2. Ballot Service Fee The following fees will be billed for each ballot sheet printed on the Sentio Ballot Printing System: Ballot Type Color Printing Price Each Permanent Absentee /Vote-By-Mail /Mail $.35 Ballot Earl Votin: /Counter Ballot $.35 Precinct/Test Ballot $.35 Ballot Stock u• to 18" Ion_ $.10 Ballot Stock over 18" Ion_ $.13 Printing Notes: • Ballot Printing Prices are valid for Sentio-printed ballots printed in the county's facilities by county employees only. • The ballot stock can be perforated or scored to accommodate stubs and folding. Ask your account representative for pricing. • RES offers ballot printing for customers at one of their central production facilities as well. Pricing for these services are available upon request. Ask your account representative for details. Pricing Notes: • A ballot sheet is defined as a sheet of paper, regardless of whether printed on either 1 or 2 sides. Ballot usage will be determined by the Sentio print audit software, which will account for every ballot request, by ballot type, processed through the software for printing. RES reserves the right to adjust ballot stock pricing should current paper prices increase dramatically. RES would justify such an increase prior to implementation. 3. Ballot Set-Up Fee The char.es for Ballot Set-U• Fees are billed •er election event. $450 Primary Election $1 per PDF created by Runbeck Elections Svcs $350 Any Other Election $1 per PDF created by Runbeck Elections Svcs 9 On behalf of CUSTOMER, I hereby authorize the PAYMENT SCHEDULE as described above, and pursuant to the terms and conditions contained in the Sentio Ballot Usage Based Billing Agreement, dated as of , . Signed Date 10 RUNBi Election Services, . Arizona's Election Partner since 1972 June 10, 2010 Mr. Steve Moreno Clerk and Recorder Weld County, Colorado 1402 North 17th Avenue Greeley, CO 80631 Steve: As requested, enclosed are two copies of the approved contact that I have signed. If you would forward one copy after signature by Weld County, I would appreciate it. I look forward to working together and all of us a Runbeck Election Services appreciates the confidence you have placed in our company. Best Regards. IsALS Kevin J. Bannon President and Chief Operating Officer 2404 W.14th St.Ste.A•Tempe,AZ 85281-6920. 602-230-0510 • Fax:602 4371411 • info@runbeck.net Hello