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Home My WebLink About930842.tiff RESOLUTION RE: APPROVE PURCHASE AGREEMENT WITH SEQUOIA PACIFIC SYSTEMS CORPORATION AND AUTHORIZE CHAIRMAN TO SIGN 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 a Purchase Agreement between Sequoia Pacific Systems Corporation and County of Weld, State of Colorado, with the 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 Purchase Agreement between Sequoia Pacific Systems Corporation and County of Weld, State of Colorado, be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chairman be, and hereby is, authorized to sign said agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the foff/l^Ilowin vote on the 25th day of August, A.D. , 1993. / �1V L/j BOARD OF COUNTY COMMISSIONERS ATTEST: 'G/' WEL COUNTY, COLORADO Weld County Clerk to the Board . ,ess�, �./i 4Y t-c.<-L Constance L. Harbert, Chairman BY: A bUtitifq Deputy Clerk to the Bo d W. . Webster,(ro-Tem APPROVED AS TO FORM: << �, Geor E. Baxter County Atto ney Dale K. Hall L . 4 - Barbara e J. Kirkme r O 0 /7 930842 PURCHASE AGREEMENT This Agreement entered into by and between the County of Weld, a political subdivision of the State of Colorado , with offices located at 1402 N. 17th Avenue , Greeley, Colorado 80631 , and hereinafter referred to as BUYER and SEQUOIA PACIFIC SYSTEMS CORPORATION, a Delaware Corporation, with offices located at 1030 N. Anderson Road, Exeter, California 93221 , and hereinafter referred to as SELLER. WHEREAS, BUYER desires to purchase from SELLER a TeamWork Ballot Tabulation System together with all services necessary for installation of and training on use of said system, and WHEREAS SELLER is the proprietary supplier of this system and wishes to supply such system together with the services appurtenant there- to , NOW THEREFORE , the parties mutually agree and covenant as follows : 1 . DEFINITIONS : A. TeamWork as used herein shall refer to the Ballot Tabulation System and supplies. B. SERVICES wherever used herein shall refer to the installation, training and appurtenant services listed on Schedule "A" attached hereto . 2 . PURCHASE PRICE AND PAYMENT: The total purchase price for the equipment , services and material shall be that set forth in Schedule "A" attached hereto and by reference made part of this Agreement as if fully set forth herein. Payment of purchase price shall become due and payable as of the date on which BUYER shall accept deliveries of the equipment as noted in Paragraph 3 following and payment for training and installation shall become due and payable when completed . 3 . DELIVERY: Seller shall deliver the TeamWork Ballot Tabulation System as listed on Schedule "A" to BUYER at such address as BUYER shall designate on notification by SELLER that the equip- ment is ready for shipment and BUYER shall accept all equipment received in good order on delivery to the address designated. 930842 4 . INSTALLATION AND TRAINING: BUYER shall , at SELLER'S request , assure attendance of all BUYER' S personnel necessary and essential to SELLER' S instal- lation of the system and SELLER' S conduct of training in opera- tions , and set up as set forth in Schedule "A" attached hereto. BUYER AND SELLER shall make every effort to mutually agree to scheduling said installation and training . 5 . PAYMENT: Payment for installation and training services , if applicable , shall become payable thirty ( 30 ) days after delivery. 6 . PATENT AND COPYRIGHT INFRINGEMENT: SELLER shall defend at its own expense any claim or action against BUYER for actual or alleged infringement of any patent , copyright or similar property right including , without limitation misappropriation of trade secrets based on the equip- ment or the use thereof by the BUYER. SELLER shall further indemnify and hold harmless BUYER from and against any and all liabilities , losses , damages , cost and expenses , including rea- sonable attorneys fees incurred by BUYER in connection with any such claim or action. BUYER shall within 10 working days trans- mit to SELLER any written threat, warning or notice of any such claim or action received by BUYER, and copies of all related papers served upon or received by BUYER; provided however, that BUYER' S failure to give such prompt written notice shall not affect SELLER'S obligation under this section, except to the extent if any, which BUYER'S failure to give such notice materi- ally impairs SELLER'S ability to defend successfully against such claim or action. SELLER shall have the sole right to conduct the defense , settlement , or compromise of any such claim or action unless otherwise mutually agreed to in writing between BUYER and SELLER. SELLER shall give BUYER prompt written notices of any threat , warning, or notice of which SELLER is aware, regarding any such claims or actions against SELLER or any other user, supplier or manufacturer of the equipment which could have a material adverse impact upon BUYER' S use of the equipment . In the event the equipment is likely to , in SELLER'S opin- ion, or does become a subject of a claim or action of infringe- ment , SELLER may, and in the event the equipment is held to con- stitute infringement and the use thereof is permenantly enjoined, SELLER shall at its own expense and BUYER'S written consent , either: -,0849 A. Obtain for BUYER the right to continue using the equip- ment ; or, B. Cause the equipment to be modified so that it is non- infringing , provided that such modification does not adversely affect BUYER' S intended use of the equipment ; or, C. Replace the equipment with equally suitable, non- infringing equipment on the same terms as provided herein, at no charge to BUYER. SELLER shall not be liable for infringement or claim thereof of any patent, copyright or similar property right , including but not limited to misappropriation of trade secrets , if such infringement is caused by BUYER' S use of equipment in combination with other equipment not furnished to BUYER by SELLER under this Agreement . 7 . SOFTWARE LICENSE : BUYER herewith acknowledges that all of the software provided under this Agreement is the proprietary software of the SELLER and is a valuable trade secret of the SELLER SELLER herewith grants to BUYER a license to use said software for as long as BUYER shall continue to use the system purchased under this Agreement subject to the following provisions. BUYER herewith agrees that it shall use all reasonable effort to maintain the confidentiality of the licensed software and shall not permit access thereto any unauthorized personnel or make any copies or modifications thereto without the prior writ- ten consent of the SELLER. In the event that BUYER shall fail to exercise reasona- ble effort to maintain the confidentiality of the software or in the event that BUYER shall copy or modify said software without prior written approval of SELLER, BUYER recognizes that SELLER may suffer substantial financial damage and SELLER shall have the right to revoke this license granted, to seek injunctive and any such other relief as necessary to protect the software . Reserva- tion of the right to injunctive relief shall in no manner bar SELLER from pursuing any and all remedies available to it under law for any damages sustained by SELLER. BUYER shall fully inform all of it ' s employees , agents or any person or entity authorized by it to have access as neces- sary for operation of the software of the provisions of this paragraph and shall seek from such persons or entities give access to the software a written acknowledgement of the obliga- tions and conditions contained in this license . 92U'34.'; 8 . NOTICES : Any notices required or permitted under this Agreement shall be deemed effective only upon delivery via U. S . Mail , first class postage prepaid and return receipt requested, addressed to the receiving party. Addresses for the notices are as stated in the first paragraph of this Agreement . In the event either BUYER or SELLER desires to change the address to which notices shall be directed , BUYER or SELLER, shall by written notice in the manner above provided, appraise the other party of the change of ad- dress . 9 . SELLER' S WARRANTY ON EQUIPMENT-EXPRESS AND LIMITED: SELLER warrants all of the equipment purchased by BUYER to be free of defects in materials or workmanship as follows : A . Card Reader for a period of ninety ( 90 ) days from date of delivery. B. TeamWork software for a period of one ( 1 ) year from date of delivery. The SELLER' S warranty shall not apply where equipment is rendered inoperable , damaged or defective as the result of BUY- ER' S negligence , improper use or storage thereof , failure to follow SELLER' S recommended Preventative Maintenance , accident, alteration, tampering, unauthorized repair or failure of BUYER' S equipment site to meet SELLER' S specifications thereof. In the event that any of the equipment listed in sub- paragraph (A) above malfunctions during the warranty period due to defective materials or workmanship, BUYER shall immediately send SELLER a written request for authorization to ship and return. The request shall be addressed to : SEQUOIA PACIFIC SYSTEMS CORPORATION ELECTIONS SYSTEMS DIVISION 1030 N. ANDERSON ROAD EXETER, CALIFORNIA 93221 BUYER shall , only after receipt of authorization from SELLER, ship the defective unit( s ) as instructed , freight and insurance prepaid . SELLER reserves the right to either repair or replace the defective unit( s ) received. BUYER shall bear the cost of shipment and insurance for return of the BUYER. Except as expressly provided herein, all other warran- ties , express or implied, including any warranty of merchantabil- ity or fitness for any particular purpose , are hereby excluded . 930842 10 . ON-SITE ELECTION SUPPORT: In the event BUYER shall request on-site election support from SELLER, SELLER shall , predicated upon availability of technical personnel on the date such request is made provide on-site support to BUYER at SELLER' S established rates for such support . 11 . FORCE MAJEURE: Delay in delivery of equipment or materials or perform- ance of services provided for in this Agreement on the part of SELLER shall not be deemed a breach of any of the terms and conditions of this Agreement if such delay in delivery or per- formance arises from causes beyond the control and without fault or negligence of SELLER, including but not restricted to acts of God, acts of the public enemy, fires , floods , epidemics , strikes , freight embargoes, other than normal weather, failure of any public common carrier or other causes beyond reasonable control of SELLER or any sub-contractor or supplier to SELLER. 12 . ENTIRE AGREEMENT: This Agreement , together with Schedule "A" attached hereto and referenced as part hereof constitutes the entire Agreement between BUYER and SELLER relating to the subject matter of this Agreement and may not be modified, added to or altered in any manner except by written agreement executed by both BUYER and SELLER. 13 . MISCELLANEOUS : A. The validity of this Agreement together with the construction and enforcement hereof shall be governed by the laws of the State of Colorado . B. In the event any portion of this Agreement is held to be illegal or otherwise unenforceable such provision shall be severable for the rest of this Agreement and shall not cause any other part of the Agreement to be illegal or unenforceable unless enforcement of only part of this Agreement would result in finan- cial loss to either party. C . The headings in this Agreement are for reference only and shall not in any way affect the interpretation of this Agreement . 920842 IN WITNESS WHEREOF, this Agreement has been executed by BUYER and SELLER as of the day and year appearing opposite the signatures of their duly authorized representative . COUNTY OF WELD BY: ( /'Qi-{,' 4iice kl.[ -- DATE: 8/23/93 ts/.iro/9_J kJ.,Board of County Commissioners ATTEST: WELD COUNTY CLERK T THE BOARD SEQUOIA PACIFIC SYSTEMS CORPORATION BY. DEPUTY CLERK T THE BOA BY: • &tar DATE: Cr /3ii 93 TITLE: U• (• 6ieeAaco Seh`f.ees 920942 SCHEDULE "A" 1 . TeamWork Ballot Tabulation Software $ 40 , 500 . 00 for a Four (4 ) Reader Network 2 . TeamWork Interface 10 , 000 . 00 for a Four (4 ) Reader System 3 . Card Reader - Documation 1000 cpm 19 , 200 . 00 for a Four ( 4 ) Reader System 4 . Installation and one day of Training N/C Total Investment $ 69 , 700 . 00 Applicable Tax and Freight not included. 930842 Hello