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AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made by and between the County of Weld, State of Colorado,
whose address is 915 1e Street, Greeley, Colorado, 80631 ("County"), by and on behalf of the
Weld County Clerk and Recorder, and Elections Training USA, with its principle place of
business at 2355 South Technology Drive, West Valley City, Utah 84119, ("Contractor").
County and Contractor may also be referred to herein collectively as "the Parties."
WITNESSETH:
WHEREAS, County desires to retain Contractor as an independent contractor to perform
services as more particularly set forth below; and
WHEREAS, Contractor has the time available to timely perform the services, and is
willing to perform the services according to the terms of this Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:
1. Engagement of Contractor. County hereby retains Contractor, and Contractor
hereby accepts engagement by County upon the terms and conditions set forth in this Agreement.
2. Term. The term of this Agreement shall be from the date of execution of this
Agreement by both Parties, through and until three (3) years thereafter, subject to the non-
appropriation provision set forth in Section 18, below. The Parties may renew this Agreement
for two (2) additional one (1) year periods.
3. Services to be Performed. Contractor agrees to perform the Services listed or
referred to in the Scope of Services in Exhibit A, attached hereto and incorporated herein.
County shall be responsible for providing the equipment and training locations referred to in
Exhibit A.
4. Compensation.
a. County agrees to pay Contractor for services performed as set forth on
Exhibit A at the rate of$22 per person, per training session. County shall be charged for
a minimum of twenty (20) trainees per training session, even if the actual number of
trainees in that training session is less than twenty (20).
b. Each training session is scheduled to last approximately from Monday
through Thursday, with Sunday and Thursday or Friday being travel days during those
weeks. County agrees to pay Contractor travel costs incurred by Contractor's instructors,
at the rate of$1,200 per instructor, per training session lasting up to one week, which rate
shall include payment for all costs incurred by said instructors. For training sessions
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requiring longer than one week, Contractor shall receive $171.43 per instructor, per day.
Contractor shall not be paid any other expenses it incurs in its performance of the
Services required by this Agreement.
c. Payment to Contractor shall be made only upon presentation of a proper
claim by Contractor, itemizing Services performed and travel expenses incurred.
d. Payment for Services and all related expenses under this Agreement shall
be made within thirty (30) days of receiving an invoice.
5. Independent Contractor. Contractor agrees that Contractor is an independent
contractor and that neither Contractor nor Contractor's agents or employees are, or shall be
deemed to be, agents or employees of the County for any purpose. Contractor shall have no
authorization, express or implied, to bind the County to any agreement, liability, or
understanding. The parties agree that Contractor will not become an employee of County, nor is
Contractor entitled to any employee benefits from County as a result of the execution of this
Agreement.
6. Warranty. Contractor warrants that services performed under this Agreement will
be performed in a manner consistent with the professional standards governing such services and
the provisions of this Agreement.
7. Insurance and Indemnification. Contractor shall defend and indemnify County, its
officers and agents, from and against loss or liability arising from Contractor's acts, errors or
omissions in seeking to perform its obligations under this Agreement. Contractor shall provide
necessary workers' compensation insurance at Contractor's own cost and expense.
8. Termination. Either party may terminate this Agreement at any time by providing
the other party with a 10 day written notice thereof. Furthermore, this Agreement may be
terminated at any time without notice upon a material breach of the terms of the Agreement. In
the event of an early termination, Contractor shall be paid for work performed up to the time of
notice and County shall be entitled the use of all material generated pursuant to this Agreement.
9. Non-Assignment. Contractor may not assign or transfer this Agreement, any interest
therein or claim thereunder, without the prior written approval of County.
10. Access to Records. County shall have access to Contractor's financial records as
they relate to this Agreement for purposes of audit. Such records shall be complete and available
for audit 90 days after final payment hereunder and shall be retained and available for audit
purposes for at least five years after final payment hereunder.
11. Time of Essence. Time is of the essence in each and all of the provisions of this
Agreement.
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12. Interruptions. Neither party to this Agreement shall be liable to the other for delays
in delivery or failure to deliver or otherwise to perform any obligation under this Agreement,
where such failure is due to any cause beyond its reasonable control, including but not limited to
Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions.
13. Notices/Representatives. Any notice required to be given under this Agreement
shall be in writing and shall be mailed or delivered to the Agreement Representatives at the
addresses stated above. County and Contractor shall designate, prior to commencement of the
Services required herein, a representative who shall receive all notices hereunder, and shall
make, within the scope of his or her authority, all necessary and proper decisions with reference
to the performance os said Services, and with respect to all interpretations, change orders, and
other clarifications or instructions made necessary by this Agreement.
14. Compliance. This Agreement and the provision of services hereunder shall be
subject to the laws of Colorado and be in accordance with the policies, procedures, and practices
of County.
15. Non-Exclusive Agreement. This Agreement is non-exclusive and County may
engage or use other contractors or persons to perform services of the same or similar nature.
16. Certification. Contractor certifies that Contractor is not an illegal immigrant, and
further, Contractor represents, warrants, and agrees that it has verified that Contractor does not
employ any illegal aliens. If it is discovered that Contractor is an illegal immigrant, employs
illegal aliens or subcontracts with illegal aliens, County can terminate this Agreement and
Contractor may be held liable for damages.
17. 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.
18. 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.
19. No Conflict. No employee of Contractor nor any member of Contractor's family
shall serve on a County Board, committee or hold any such position which either by rule,
practice or action nominates, recommends, supervises Contractor's operations, or authorizes
funding to Contractor.
20. Severability. If any term or condition of this Agreement shall be held to be invalid,
illegal, or unenforceable, this Agreement shall be construed and enforced without such provision,
to the extent that this Agreement is then capable of execution within the original intent of the
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parties. This Agreement and the attached Exhibit A are complementary and what is called for by
one shall be as binding as if called for by all.
24. Governmental Immunity. No portion of this Agreement shall be deemed to
constitute a waiver of any immunities the parties or their officers or employees may possess.
25. 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.
26. Reports and Work Product County Property. All reports and all other work
product produced in connection with the performance of this Agreement, whether or not such
materials are in completed form, shall at all times be considered the property of the County.
Contractor shall not make use of such material for purposes other than in connection with this
Agreement without prior written approval of County.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day of
June, 2010.
CONT ATR: " 1 T
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Name: V ern-crag
Title: 6-e ,ter&( ► '(i Relief('
ATTEST: r BOARD OF COUNTY
CLERK TO THE BOARD, 't - O k',-- COMMISSIONERSOF WELD COUNTY
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By: 4/11f/e By: oo"Ast.s caaktoin,r-
Deputy Clerk o the Board Douglas ademacher, Chairman
JUL 19 2010
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Exhibit "A"
Poll Worker Training Project for Weld County:
SCOPE OF WORK
Elections Training USA (ET) is pleased to provide training in Weld County,
Colorado to poll workers who have been scheduled by Weld County. The training
consists of the details described in the class outlines for Computer Judge Training and
Voting Area Judge Training (listed at the end of this document, beginning on page 4).
1. Cost
ET will charge $22 per person/per training session. Travel costs (hotel, flights,
rental car, per diem, etc.) will be charged additionally at $1200 per instructor, per
week. For shorter or longer stays, ET will prorate travel costs.
2. Change of Travel Plans
If the training schedule requires additional dates/times changes (due to
circumstances beyond ET or Weld County control, i.e. poll workers not showing
up for their training session, so additional sessions need to be added to the
schedule), requiring changes of flights and/or addition hotels nights,
additional per diem, etc.. ET will document and invoice Weld County for the
additional costs. Weld County agrees to pay those additional costs, if any.
3. Length of Training Classes
Each training class will last approximately three to four hours.
4. Number of Poll Workers Per Class
As Weld County schedules the poll workers for their training session, the
minimum number of attendees should be 20. If the number of attendees is less
than 20, ET will charge Weld County for a minimum of 20 attendees.
5. Weld County will Provide the Training Curriculum
Weld County will be responsible to provide all training materials to ET.
Curriculum will need to be updated as election laws change, and Weld County is
responsible to make the associated changes. Duplication of training materials is
the responsibility of Weld County. The training curriculum is the sole property of
Weld County and shall not be sold, distributed or used by ET for any other
purpose except for training under this Agreement unless expressly agreed to in
writing by Weld County.
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Poll Worker Training Project for Weld County:
SCOPE OF WORK (CONTINUED)
6. 2010 Price Cap
ET will provide poll worker training for Weld County at the rate of$22 per
attendee for all 2010 elections without any price increases. Travel costs will
remain the same for all 2010 elections.
7. Evening and Saturday Training Sessions
In addition to regular work week sessions, ET agrees to deliver classes in evening
and Saturday sessions if deemed necessary to complete the training. Weld County
will have final approval on all schedules.
8. Hour Breaks Between Sessions
ET will provide a minimum 1 hour break between sessions for poll workers.
9. Retake Training Sessions
ET will provide retake sessions for poll workers that request to retake their
training, based upon Weld County approval. Weld County will pay ET $22 for
retake sessions.
10. Weld County to Schedule Poll Workers
Weld County is responsible to schedule poll workers for their training sessions. It
is very important that poll workers arrive and attend the training sessions they
were scheduled for. Weld County will take the necessary steps to ensure that the
poll workers are informed about the importance of attending the training they
were scheduled for. If less than 20 poll workers attend a training session, Weld
County agrees to pay ET a minimum training session fee of$440.
11. Visits by Election Management
Weld County's Election Management can visit classes at any time. Weld County
reserves the right to provide input to improve or alter any training or techniques.
The first 15 minutes of each class will be given to Weld County for their
presentation.
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Poll Worker Training Project for Weld County:
SCOPE OF WORK (CONTINUED)
12. Weld County to Provide Training Locations
Weld County will provide the training session locations for the poll worker
training. Weld County is responsible to provide sufficient security at each training
location.
13. Weld County to Provide Equipment
Weld County will provide one (1) Diebold polling machine per every two (2)
workers attending training. ET will assist Weld County in maintaining inventory
lists of all machines, cards, and voting machine accessories that are issued to ET.
14. Procedure for Follow-up Questions
ET will provide Weld County a process to document questions which cannot be
answered by ET instructors along with the student's contact information.
15. Evaluations Provided by ET
ET will provide "Metrics That Matter" student evaluations to every poll worker
that completes a training session. This data will be provided, if requested by Weld
County.
16. Sign-in information —Records to be made available
ET will maintain accurate documentation showing who arrived for training. This
information will be provided to Weld County.
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Diebold TSX Poll Worker Training — Weld County
CLASS OUTLINE
PLEASE PLACE THE VOTING AREA JUDGE &
COMPUTER JUDGE CLASS OUTLINES HERE...
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