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HomeMy WebLinkAbout20251389.tiffResolution Approve Service Agreement for Maintenance of Agilis Ballot Sorting Device and Automatic Digital Signature Verification System Software, and Authorize Chair to Sign — Runbeck Election Services, LLC 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 administenng the affairs of Weld County, Colorado, and Whereas, Weld County Code Section 5-4-80, Expenditures Not Requinng a Procurement Process, exempts items purchased through current State, Federal, GSA, or other Cooperative Contracts, and furthermore, Onginal Equipment Manufacturer (OEM) requirements under lease, rental, warranty, or maintenance are exempt and may be purchased directly from the source, and Whereas, the Weld County Purchasing Manager has reviewed said agreement and deems it advisable to proceed with approval, and Whereas, the Board has been presented with a Service Agreement for Maintenance of the Agilis Ballot Sorting Device and the Automatic Digital Signature Venfication System Software between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Clerk and Recorder's Office, and Runbeck Election Services, LLC, commencing upon full execution of signatures, and ending December 31, 2029, 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 Service Agreement for Maintenance of the Agilis Ballot Sorting Device and the Automatic Digital Signature Verification System Software between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Clerk and Recorder's Office, and Runbeck Election Services, LLC, commencing upon full execution of signatures, and ending December 31, 2029, be, and hereby is, approved Be it further resolved by the Board that the Chair be, and hereby is, authorized to sign said agreement cc: cg(cx/its/A6) 05/.9.9 /25 2025-1389 CR0036 Service Agreement for Maintenance of Agilis Ballot Sorting Device and Automatic Digital Signature Venfication System Software — Runbeck Election Services, LLC Page 2 The Board of County Commissioners of Weld County, Colorado, approved the above and foregoing Resolution, on motion duly made and seconded, by the following vote on the 21st day of May, A D , 2025 Perry L Buck, Chair Aye Scott K James, Pro-Tem Aye Jason S Maxey Aye Lynette Peppler Aye Kevin D Ross Aye Approved as to Form: Bruce Barker, County Attorney Attest: Esther E Gesick, Clerk to the Board 2025-1389 CR0036 BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Service Agreement for Runbeck Agilis Ballot Sorting System DEPARTMENT: Clerk and Recorder - Elections DATE: 04-30-2025 PERSON REQUESTING: Carly Koppes — Clerk and Recorder Brief description of the problem/issue: There has been a cost increase for the software that performs the Automatic Signature Recognition (ASR) on the returned mail ballot envelopes processed through the Agilis Ballot Sorting System. ParaScript is software that powers the ASR feature and is the industry leader for verifying signatures. ParaScript protects against fraud and reduces costs and time verifying signatures on the return envelope accurately. What options exist for the Board? Grant authorization for the Chair to sign the agreement to provide services for the next six years. Consequences: Force our Signature Verification Election Judges to manually verify every signature. This is time consuming process that is very tedious. Automated signature verification can verify much faster and reduce much of the workload during critical election periods such as election night. Impacts: Having our Election Judges verify every signature will delay the election results by days. Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years): Current = $40,000 for the Automatic Signature Verification and $35,000 for Software and Support. Subsequent Fiscal Years = $323,186 Recommendation: Weld County Clerk and Recorder recommends that the Board grant approval for the Chair to sign the attached agreement. Support Recommendation Schedule Place on BOCC Agenda Work Session Other/Comments: Perry L. Buck Scott K. James Jason S. Maxey Lynette Peppier Kevin D. Ross 5/C? 1 2025-1389 C2 -003(v CARLY KOPPES WELD COUNTY CLERK & RECORDER Elections Department 1250 H ST P.O. BOX 459 GREELEY, COLORADO 80632 WEBSITE: www.weldvotes.com PHONE: (970) 304-6525 FAX: (970) 304-6566 May 8, 2025 To: Board of County Commissioners Re: Automatic Signature Recognition Maintenance Agreement In 2020, the Clerk and Recorder purchased Agilis equipment and software to perform automatic signature recognition for mail ballot envelopes. Attached is an agreement for both the software subscription and OEM equipment maintenance from 2025 through 2029 to maintain this equipment. Weld County Code Section 5-4-80 titled Expenditures Not Requiring a Procurement Process. Item 28 of this section identifies "Items which are proprietary (software, etc.)" are exempt and may be purchased directly from those sources. Further, Weld County Code Section 5-4-80 titled Expenditures Not Requiring a Procurement Process. Item 29 of this section identifies "OEM (Original Equipment Manufacturer) requirements for equipment under lease, rental, warranty or maintenance." are exempt and may be purchased directly from those sources. Therefore, the Clerk and Recorder is recommending approval of the 5 -year contract with the following associated fees as shown the attached contract: Sincerely, Year Fees 2025 $ 75,000 $ 77,250 $ 79,568 $ 81,955 $ 84,413 2026 2027 2028 2029 Carly Koppes Weld County Clerk & Recorder Docusign Envelope ID: CA270EEB-A956-4054-A5ED-CAC633A844D4 SERVICE AGREMENT BETWEEN WELD COUNTY AND RUNBECK ELECTION SYSTEMS I THIS AGREEMENT is made and entered into this 15 day of May 2025, by and between the Board of Weld Coulnty Commissioners, on behalf of Clerk and Recorder hereinafter referred to as "County," and Runbeck Election Systems, LLC, hereinafter referred to as "Contractor" or "Runbeck". WHEREAS,! County requires an independent contractor to perform the services required by County and set forth in the attached Exhibits; and WHEREAS, Contractor is willing and has the specific ability to perform the required services at or below the cost set forth in the attached Exhibits; and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the equipment, materials and services as set forth below. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: 1. Introduction. The terms of this Agreement are contained in the terms recited in this document and in the attached Exhibits, each of which forms an integral part of this Agreement and are incorporated herein. The parties each acknowledge and agree that this Agreement, including the attached Exhibits, define the performance obligations of Contractor and Contractor's willingness and ability to meet those requirements (the "Work"). If a conflict occurs between this Agreement and any Exhibit or other attached document, the terms of this Agreement shall control, and the remaining order of precedence shall be based upon order of attachment. 2. Service or Work. (a) Contractor agrees to procure the materials, equipment and/or products necessary for the Work and agrees to diligently provide all services, labor, personnel, and materials necessary to perform and complete the Work described in the attached Exhibits. Contractor shall further be responsible for the timely completion and acknowledges that a failure to comply with the standards and requirements of Work within the time limits prescribed by County may result in County's decision to withhold payment or to terminate this Agreement. (b) Software -as -a -Service; Annual Fees; Restrictions. Subject to County's ongoing obligations under this Agreement, County shall pay Contractor an annual Software -as -a - Service ("SaaS") fee to install, display and use the Software necessary for operation of the Equipment for the term of this Agreement and in accordance with the express terms of Exhibit B! Title to and ownership of the Software shall at all times remain with Contractor and neither County, nor its affiliates, agents, or employees, will reverse engineer or reverse compile any part of the Software without Contractor's prior written consent. County shall pay Contractor an annual Fee (together with any other fees assessed, the "Fees") for the SaaS, as specifically set forth in Exhibit D. All payments of the Fees shall be made on each successi a yearly anniversary date of this Agreement, as specifically set forth in Exhibit D. (c) Equipm nt Maintenance and Support Services; Annual Equipment Maintenance and Support ervices Fee. Contractor shall provide Equipment maintenance support services that are specifically set forth in the Equipment Maintenance and Support Services Schedule attached iereto as Exhibit C, along with the services set forth on Exhibit A. County shall pay Contractor the annual fee for such maintenance and support services, as specifically set forth ih Exhibit D. All subsequent payments of the Fee shall be made on each Docusign Envelope ID: CA270EEB-A956-4054-A5ED-CAC633A844D4 successive yearly anniversary date of delivery of the Equipment to County, as mutually agreed upon by parties. 3. Term. The term of this Agreement begins upon the date of the mutual execution of this Agreement and ends one year later. Both of the parties to this Agreement understand and agree that the laws of the State of Colorado prohibit County from entering into Agreements which bind County for periods longer than one year. This Agreement may be extended upon mutual written agreement of the Parties. 4. Termination; Breach; Cure. Either Party may terminate this Agreement by providing thirty (30) days' written notice upon material breach of the other party, however the breaching party shall have fifteen (15) days after receiving such notice to cure such breach. Upon termination, County shall take possession of all materials, equipment, tools and facilities owned by County which Contractor is using, by whatever method it deems expedient; and Contractor shall deliver to County all completed or partially completed Work under this Agreement, together with all other items, materials and documents which have been paid for by County, and these items, materials and documents shall be the property of County. Upon termination of this Agreement by County, Contractor shall have no claim of any kind whatsoever against the County by reason of such termination or by reason of any act incidental thereto, except for compensation for work satisfactorily performed and/or materials described herein properly delivered up to the date of termination. 5. Extension or Amendment. Any amendments or modifications to this agreement shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services. 6. Compensation. Upon Contractor's successful completion of the Work, and County's acceptance of the same, County agrees to pay Contractor an amount not to exceed $75,000.00 in 2025 and not to exceed $323,186.00 from 1/01/2026 through 12/31/2029 as set forth in the Exhibit. No payment in excess of that set forth in the Exhibits will be made by County unless a Change Order authorizing such additional payment has been specifically approved by Weld County. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Contractor was improper because the service for which payment was made did not perform as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. Unless expressly enumerated in the attached Exhibits, Contractor shall not be entitled to be paid for any other expenses (e.g. mileage). Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefore by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). Docusign Envelope ID: CA270EEB-A956-4054-A5ED-CAC633A844D4 7. Independent Contractor. Contractor agrees that it is an independent contractor and that Contractor's officers, agents or employees will not become employees or agents of County, nor entitled to any employee benefits (including unemployment insurance or workers' compensation benefits) from County as a result of the execution of this Agreement. Contractor shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement. Any provisions in this Contract that may appear to give the County the right to direct Contractor as to details of doing work or to exercise a measure of control over the work mean that Contractor shall follow the direction of the County as to end results of the work only. The Contractor is obligated to pay all federal and state income tax on any moneys earned or paid pursuant to this contract. 8. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the completion of the Work without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the Work during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Work. Contractor shall require each subcontractor, as approved by County and to the extent of the Work to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees, and subcontractors. 9. Warranty. Contractor warrants that the Work performed under this Agreement will be performed in a manner consistent with the standards governing such services and the provisions of this Agreement. Contractor further represents and warrants that all Work shall be performed by qualified personnel in a professional manner, consistent with industry standards, and that all services will conform to applicable specifications. EXCEPT FOR THE WARRANTIES PROVIDED HEREIN, THE SERVICES, SOFTWARE, AND ANY RELATED PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND CONTRACTOR HEREBY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE CONCERNING THE SERVICES, SOFTWARE, AND PRODUCTS, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. COUNTY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY CONTRACTOR, OR ANY OTHER INDIVIDUAL OR ENTITY ON CONTRACTOR'S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT. 10.Acceptance of Services Not a Waiver. Upon completion of the Work, Contractor shall submit to County originals of all test results, reports, etc., generated during completion of this work. Acceptance by County of reports and incidental material(s) furnished under this Agreement shall not in any way relieve Contractor of responsibility for the quality and accuracy of the project. In no event shall any action by County hereunder constitute or be construed to be a waiver by County of any breach of this Agreement or default which may then exist on the part of Contractor, and County's action or inaction when any such breach or default exists shall not impair or prejudice any right or remedy available to County with Docusign Envelope ID: CA270EEB-A956-4054-A5ED-CAC633A844D4 respect to such breach or default. No assent expressed or implied, to any breach of any one or more covenants, provisions or conditions of the Agreement shall be deemed or taken to be a waiver of any other breach. Acceptance by the County of, or payment for, the Work completed under this Agreement shall not be construed as a waiver of any of the County's rights under this Agreement or under the law generally. 11. Insurance. Contractor must secure, before the commencement of the Work, the following insurance covering all operations, goods, and services provided pursuant to this Agreement, and shall keep the required insurance coverage in force at all times during the term of the Agreement, or any extension thereof, and during any warranty period. For all coverages, Contractor's insurer shall waive subrogation rights against County. Contractor shall provide coverage with limits of liability no less than those stated below. An excess liability policy or umbrella liability policy may be used to meet the minimum liability requirements provided that the coverage is written on a "following form" basis. Acceptability of Insurers: Insurance is to be placed with insurers duly licensed or authorized to do business in the state of Colorado and with an "A.M. Best" rating of not less than A -VII. The County in no way warrants that the above -required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency. Required Types of Insurance. Workers' Compensation and Employer's Liability Insurance as required by state statute, covering all of the Contractor's employees acting within the course and scope of their employment. The policy shall contain a waiver of subrogation against the County. This requirement shall not apply when a Contractor or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such Contractor or subcontractor executes the appropriate sole proprietor waiver form. Minimum Limits: Coverage A (Workers' Compensation) Statutory Coverage B (Employers Liability) $ 100,000 $ 100,000 $ 500,000 Commercial General Liability Insurance including public liability and property damage, covering all operations required by the Work. The policy shall be endorsed to include the following additional insured language: "County, its elected officials, trustees, employees, agents, and volunteers shall be named as additional insureds with respect to liability arising out of the activities performed by, or on behalf of the Contractor." Such policy shall include Minimum Limits as follows: Each Occurrence $ 1,000,000 General Aggregate $ 2,000,000 Products/Completed Operations Aggregate $ 2,000,000 Personal/Advertising Injury $ 1,000,000 Docusign Envelope ID: CA270EEB-A956-4054-A5ED-CAC633A844D4 Automobile Liability Insurance for Bodily Injury and Property Damage for any owned, hired, and non -owned vehicles operating both on County property and elsewhere in the performance of this Contract. Contractor's Automobile Insurance Policy shall include Minimum Limits as follows: Bodily Injury/Property Damage (Each Accident) $ 1,000,000 12. Proof of Insurance. All insurers must be licensed or approved to do business within the State of Colorado, and unless otherwise specified, all policies must be written on a per occurrence basis. The Contractor shall provide the County with a Certificate of Insurance evidencing all required coverages, before commencing work or entering the County premises. The Contractor shall furnish the County with certificates of insurance (ACCORD) form or equivalent approved by the County as required by this Contract. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The Contractor shall name the County, its elected officials, trustees, employees, agents, and volunteers as "Additional Insureds" for work that is being performed by the Contractor. On insurance policies where the County is named as an additional insured, the County shall be an additional insured to the full limits of liability purchased by the Contractor even if those limits of liability are in excess of those required by this Contract. Upon request by the County, Contractor must provide a certified copy of the actual insurance policy and/or required endorsements, for examination, effecting coverage(s) required by the Contract. Such documents are deemed confidential and deemed not public records for purposes of the Colorado Open Records Act. All certificates and endorsements are to be received and approved by the County before work commences. Each insurance policy required by this Agreement must be in effect at or prior to commencement of work under this Agreement and remain in effect for the duration of the project, and for a longer period of time if required by other provisions in this Agreement. Failure to maintain the insurance policies as required by this Agreement or to provide evidence of renewal is a material breach of contract. All certificates and any required endorsement(s) shall be sent directly to the County Department Representative's Name and Address. The project/contract number and project description shall be noted on the certificate of insurance. The County reserves the right to require complete, certified copies of all insurance policies for examination required by this Agreement at any time. Any modification or variation from the insurance requirements in this Agreement shall be made by the County Attorney's Office, whose decision shall be final. Such action will not require a formal contract amendment but may be made by administrative action. 13. Additional Insurance Related Requirements: The County requires that all policies of insurance be written on a primary basis, non-contributory with any other insurance coverages and/or self- insurance carried by the County. The Contractor shall advise the County in the event any general aggregate or other aggregate limits are reduced below the required per occurrence limit. At their own expense, the Contractor will reinstate the aggregate limits to comply with the minimum requirements and shall furnish the County with a new certificate of insurance showing such coverage is in force. Docusign Envelope ID: CA270EEB-A956-4054-A5ED-CAC633A844D4 Commercial General Liability Completed Operations coverage must be kept in effect for up to three (3) years after completion of the project. Contractors Professional Liability (Errors and Omissions) policy must be kept in effect for up to three (3) years after completion of the project. Certificates of insurance shall state that on the policies that the County is required to be named as an Additional Insured, the insurance carrier shall provide a minimum of 30 days advance written notice to the County for cancellation, non -renewal, suspension, voided, or material changes to policies required under this Agreement, except when cancellation is for non-payment of premium, then ten (10) days prior notice may be given. On all other policies, it is the Contractor's responsibility to give the County 30 days' notice if policies are reduced in coverage or limits, cancelled or non -renewed. However, in those situations where the insurance carrier refuses to provide notice to County, the Contractor shall notify County of any cancellation, or reduction in coverage or limits of any insurance within seven (7) days or receipt of insurer's notification to that effect. The Contractor agrees that the insurance requirements specified in this Agreement do not reduce the liability Contractor has assumed in the indemnification/hold harmless section of this Agreement. Failure of the Contractor to fully comply with these requirements during the term of this Agreement may be considered a material breach of contract and may be cause for immediate termination of the Agreement at the option of the County. The County reserves the right to negotiate additional specific insurance requirements at the time of the contract award. 14. Subcontractor Insurance. Contractor hereby warrants that all subcontractors providing services under this Agreement have or will have the above -described insurance prior to their commencement of the Work, or otherwise that they are covered by the Contractor's policies to the minimum limits as required herein. Contractor agrees to provide proof of insurance for all such subcontractors upon request by the County. 15. No limitation of Liability. The insurance coverages specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Contractor, except to the extent permitted by applicable law and as otherwise expressly stated herein. The County in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the Work under by the Contractor, its agents, representatives, employees, or subcontractors. The Contractor shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Contractor is not relieved of any liability or other obligations assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. The Contractor shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement. 16. Mutual Cooperation. The County and Contractor shall cooperate with each other in the collection of any insurance proceeds which may be payable in the event of any loss, including the execution and delivery of any proof of loss or other actions required to effect recovery. 17. Indemnity. To the fullest extent permitted by law, the Contractor shall defend, indemnify, hold harmless and, not excluding the County's right to participate, defend the County, its officers, Docusign Envelope ID: CA270EE-A956-4054-A5ED-CAC633A844D4 officials, agents,! and employees, from and against all liabilities, claims, actions, damages, losses, and expenses including reasonable attorneys' fees and costs (hereinafter referred to collectively as "claims") for ,bodily injury or personal injury including death, or loss or damage to tangible or intangible property caused, to the extent caused by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out of or recovered under the Workers' Compensation law or arising out of the failure of such contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree. This indemnity obligation shall not apply to the extent that such claims result from the sole negligence or willful misconduct of the County. If a claim results from the joint negligence or misconduct of both parties, liability shall be apportioned based on comparative fault. It is agreed that Contractor will be responsible for primary loss investigation, defense, and judgment costs where this indemnification is applicable. In considerationfor the award of this contract, the Contractor agrees to waive all rights of subrogation only to the extent such waiver is required by the Contractor's insurance policies and solely with respect to claims covered by such policies and arising out of work performed under this Agreement. 18. Non -Assignment. Contractor may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of County. Any attempts by Contractor to assign or transfer its rights hereunder without such prior approval by County shall, at the option of County, automatically terminate this Agreement and all rights of Contractor hereunder. Such consent may be granted or denied at the sole and absolute discretion of County. 19. Examination of Records. To the extent required by law, the Contractor agrees that a duly authorized representative of County, including the County Auditor, shall have access to and the right to examine and audit any books, documents, papers, and records of Contractor, involving all matters and/or transactions related to this Agreement. Contractor agrees to maintain these documents for three years from the date of the last payment received. 20. 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. 21. Notices. All notices or other communications made by one party to the other concerning the terms and conditions of this contract shall be deemed delivered under the following circumstances: a) personal service by a reputable courier service requiring signature for receipt; or b) five (5) days following delivery to the United States Postal Service, postage prepaid addressed to a party at the address set forth in this contract; or c) electronic transmission via email at the address set forth below, where a receipt or acknowledgment is required and received by the sending party; or Either party may change its notice address(es) by written notice to the other. Notice may be sent to: Docusign Envelope ID: CA270EEB-A956-4054-A5ED-CAC633A844D4 TO CONTRACTOR: Name: _ Rizwan Fidai Position: _Chief Revenue Officer Address: _2800 S. 36th Street, Phoenix, Arizona 85034 E-mail: rfidai@runbeck.net Phone: 602-884-0884 TO COUNTY: Name: Carly Koppes Position: Clerk and Recorder Address: 1250 H Street, Greeley CO 80631 E-mail: ckoppesaweld.00v Phone: 970-400-3155 22. Compliance with Law. Contractor shall strictly comply with all applicable federal and State laws, rules and regulations in effect or hereafter established, including without limitation, laws applicable to discrimination and unfair employment practices. 23. Non -Exclusive Agreement. This Agreement is nonexclusive, and County may engage or use other Contractors or persons to perform services of the same or similar nature. 24. Entire Agreement/Modifications. This Agreement including the Exhibits attached hereto and incorporated herein, contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiations, representations, and understandings 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. 25. Fund Availability. Financial obligations of the County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. Execution of this Agreement by County does not create an obligation on the part of County to expend funds not otherwise appropriated in each succeeding year. 26. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-50- 507. The signatories to this Agreement state that to their knowledge, no employee of Weld County has any personal or beneficial interest whatsoever in the service or property which is the subject matter of this Agreement. 27. Survival of Termination. The obligations of the parties under this Agreement that by their nature would continue beyond expiration or termination of this Agreement (including, the warranties, indemnification obligations, confidentiality and record keeping requirements) shall survive any such expiration or termination. Survival of indemnity shall apply only to the claims arising from events that occurred during the term of the Agreement. 28. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, this Agreement shall be construed and Docusign Envelope ID: CA270EEB-A956-4O54-A5ED-CAC633A844D4 enforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. 29. Non -Waiver. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of the monetary limitations or any of the other immunities, rights, benefits, protections, or other provisions, of the Colorado Governmental Immunity Act §§ 24-10- 101 et seq., as applicable now or hereafter amended. 30. 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. 31. Board of County Commissioners of Weld County Approval. This Agreement shall not be valid until it has been approved by the Board of County Commissioners of Weld County, Colorado, or its designee. 32. Choice of Law/Jurisdiction. Colorado law, and rules and regulations established pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void. In the event of a legal dispute between the parties, Contractor agrees that the Weld County District Court shall have exclusive jurisdiction to resolve said dispute. 33. No Employment of Unauthorized Aliens - Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an unauthorized alien who will perform work under this Agreement (see 8 U.S.C.A. §1324a and (h)(3)) nor enter into a contract with a subcontractor that employs or contracts with an unauthorized alien to perform work under this Agreement. Upon request, contractor shall deliver to the County a written notarized affirmation that it has examined the legal work status of an employee and shall comply with all other requirements of federal or state law. Contractor agrees to comply with any reasonable request from the Colorado Department of Labor and Employment in the course of any investigation. If Contractor fails to comply with any requirement of this provision, County may terminate this Agreement for breach, and if so terminated, Contractor shall be liable for actual and consequential damages. 34. Attorney's Fees/Legal Costs. In the event of a dispute between County and Contractor concerning this Agreement, the parties agree that each party shall be responsible for the payment of attorney fees and/or legal costs incurred by or on its own behalf. 35. Binding Arbitration Prohibited. Weld County does not agree to binding arbitration by any extra- judicial body or person. Any provision to the contrary in this Agreement or incorporated herein by reference shall be null and void. Acknowledgment. County and Contractor acknowledge that each has read this Agreement, understands it and agrees to be bound by its terms. Both parties further agree that this Agreement, with the attached Exhibits, is the complete and exclusive statement of agreement between the parties Docusign Envelope ID: CA270EEB-A956-4054-A5ED-CAC633A844D4 and supersedes all proposals or prior agreements, oral or written, and any other communications between the parties relating to the subject matter of this Agreement. CONTRACTOR: Runbeck El ecti on servi ces Oxus nea ey: Name: aTRI2 +tan Fl dal Title: Chief Revenue Officer WELD COUNTY: Date of Signature: 5/15/2025 ATTEST: da:44) m/eA BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY, COLORADO Weld County Clerk to the Board elkBY: � h Deputy Clerk to the Boa rry L. Buck, Chair MAY 2 1 2025 .Zp2S _1 34S9 Docusign Envelope ID: CA270EEB-A956-4054-A5ED-CAC633A844D4 EXHIBIT A SET-UP AND MAINTENANCE SERVICES Soffware Maintenance Contractor shall provide technical support resources during the Department's critical ballot processing period beginning 15 days prior to Election Day and 7 days after Election Day. Installation of all software updates Testing and validation of all software updates License and Support Fee Hardware Maintenance Contractor shall provide technical support resources during the Department's critical ballot processing period beginning 15 days prior to Election Day and 7 days after Election Day License and Support Fee Client also agrees to allow Runbeck employees access to the equipment, when requested, during normal working hours, including remote access. On -site support fee, indicated below will be applied if Runbeck approved remote software (SplashTop is not allowable) Repair Services During the term of the Agreement, as set forth in Section 27 thereof, should any component of the Equipment, to include hardware and software items listed above, become damaged and require repair as a result of Client's actions, Client agrees to pay Runbeck a Repair Fee per On -site Support Fee as indicated below. Election Data At the conclusion of the election, Runbeck will provide phone assistance with the export of all election data from the Equipment. This data will be retained by the Client. Media (DVDs, jump drives, etc.) for this data will be provided by the Client. Client is responsible for the retention of this media and data. Training Additional training requires an On -site Support Fee, indicated below. Docusign Envelope ID: CA270EEB-A956-4054-A5ED-CAC633A844D4 Materials Management Client is responsible for any pre -election inventory of Equipment consumables Client is responsible for purchasing consumables, the shipping and taxes associated with such consumables Client is responsible for providing storage area that provides adequate space and maintains proper environmental conditions for stocking of supplies. Client must provide Runbeck notice of election at least 75 days in advance of 1st day that services will be required Client is responsible for installation of all consumables while operating the Equipment during an election cycle. Should the Client request a Runbeck employee to replace consumable items, it will be subject to On -site Support Fee, indicated below Dedicated Electrical Requirements Equipment requires client is to provide a minimum of two (2) dedicated 20 -amp circuits. Dependent upon the desired equipment configuration, additional dedicated 20 -amp circuits may be required. Client is to ensure that all requested outlets are NEMA 5-20, 115 VAC, 60 Hz 20 -amp outlets and are available in the location of the equipment. These requirements and associated costs are the sole responsibility of the client Equipment requiring electrical connections for operation shall be connected to client provided dedicated circuits, each of a minimum of 20 -amps. All connections shall be made by the Contractor and accomplished in accordance with National Electrical Code requirements. Electrically operated equipment shall be available in the following voltage: 115 volts for 20 -amp circuit each. Any necessary modification costs will be the sole responsibility of the client On -Site Support Fees Optional dedicated On -site Support and/or training (does not include election set-up or routine maintenance) may be requested and will be billed at a rate of $1,750.00 for the first day (an eight -hour workday) and $1,500 for each additional eight -hour workday. The amount billed shall be due and payable within thirty (30) days of the invoice date. This service is subject to availability. Requested onsite support must be booked four weeks in advance prior to requested dates of service. If service is requested less than the four -week notice, the support cost will be billed at a rate of $2,000 for the first day plus a required additional day of $1,500 at a minimum. Docusign Envelope ID: CA270EEB-A956-4054-A5ED-CAC633A844D4 Other Taxes If taxes apply, they will be the sole responsibility of the Client. Shipping Fees Shipping fees will apply as goods may be purchased and need to be shipped to the jurisdiction. Shipping fees are the sole responsibility of the Client. End of Contract Options — Subiect to Section 27 of the Aareement, client May: • Renew with existing system, for which new Usage, License, Maintenance and Service agreements shall apply • Renew with upgrade to existing system, for which new Usage, License, Maintenance and Service agreements shall apply THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK Exhibit B to follow Form Revision 3-2025 Docusign Envelope ID: CA270EEB-A956-4054-A5ED-CAC633A844D4 EXHIBIT B SOFTWARE -AS -A -SERVICE LICENSE Grant and Scope A. Grant. Subject to Client's discharge of its material duties under this Agreement, to include the timely payment of any Fees due hereunder, Runbeck hereby grants to Client an irrevocable, non-exclusive right to access and use the Software -as -a - Service ("SaaS") pursuant to the terms of the Agreement. For the avoidance of doubt, the access granted under this clause shall become revocable in the event that Client materially breaches this Agreement and Client fails to cure within the proscribed cure period, or upon termination of the Agreement for any reason. B. Title. Runbeck shall at all times retain title to the Software provided by it hereunder and Runbeck does not convey any proprietary interest therein to Client. C. Updates. For payment of the required Fees by the Client as set forth herein and, in the Agreement, Runbeck shall provide to Client updates to Software hereunder at no additional charge and shall continue to maintain the Software in accordance with the requirements of the attached Agreement as long as Client continues to pay annual SaaS and support services Fees with respect to such Software. D. Breach. In the event Client commits a material breach of its obligations under this Agreement, to expressly include failure to timely pay any Fees due hereunder, and Client fails to cure the breach within sixty (60) days after receiving notice thereof, Runbeck may terminate this Agreement, and the service hereunder, immediately • upon delivery of written notice to Client. Software -as -a -Service and Support Fee A. Fees. Runbeck will invoice Client for the annual SaaS and Support Fee ("Fee"), set forth in Exhibit "D" to the Agreement. All payments of this Fee following the initial annual payment shall be made annually on each successive anniversary term of the Agreement, for as long as Client continues to use referenced Software. Access to the Software entitles Client to the warranties set forth in the "Warranties" section. The annual SaaS and Support Fee is subject to an annual adjustment, not to exceed five percent (5%). B. Invoices. Client will pay Runbeck's invoices within thirty (30) days after receipt. 14 Docusign Envelope ID: CA270EEB-A956-4054-A5ED-CAC633A844D4 Training If Client's personnel require training in order to properly use the Software and System, Runbeck will provide such training for all users designated by Client, at a time agreed to by the Parties. All initial training by Runbeck in the proper use of the Software and System shall be at no additional charge unless a fee for such training is otherwise agreed upon and funds are appropriated and certified as available for such purposes by the Client in accordance with the Agreement. Optional dedicated On -Site Support and/or training (does not include election set- up or routinemaintenance) may be requested and will be billed at a rate of $1,750.00 for the first day (an eight -hour workday) and $1,500 for each additional eight -hour workday. The amount billed shall be due and payable within thirty (30) days of the invoice date. This service is subject to availability. Requested onsite support must be booked four weeks in advance prior to requested dates of service. If service is requested less than the four -week notice, the support cost will be billed at a rate of $2,000 for the first day plus a required additional day of $1,500 at a minimum. Maintenance of Software; Term and Termination A. Maintenance Services. During the term of this Agreement and subject to payment of any required fees by the Client, Runbeck agrees to provide maintenance and support services for the Software ("Maintenance Services"). B. Software Updates. Runbeck shall provide updates to the Software as they become available. Installation of Software updates will include testing and validation of the updated Software. Runbeck will provide the Client with a toll -free support hotline number that may be used to obtain assistance with the Software during the term of this Agreement, subject to payment of any required fees. C. Term and Termination. This Agreement shall be effective as of the date of full execution by the Parties, or a date that is mutually agreed upon by the Parties, and shall expire upon termination of the Agreement, unless mutually terminated earlier. The parties have the right to terminate this Agreement in accordance with Section 9, ("Appropriations") of the Agreement. Warranties A. In addition to any warranties which may be contained in the Agreement, Runbeck provides the following warranties: 15 Docusign Envelope ID: CA270EEB-A956-4054-A5ED-CAC633A844D4 i. Non -infringement. Runbeck warrants that Runbeck owns or has valid rights to provide the Software, including all associated rights, and has the right to grant Client the use of the Software provided pursuant to this Agreement, free from all liens, claims, encumbrances, security interests and other restrictions. Runbeck warrants that the Software does not, and use of the Software will not; infringe any valid patents, copyrights, trademarks, trade secrets, or other proprietary rights of any third parties. ii. Correction of Defects. In the event of discovery of any material defect in the Software, Client agrees to provide Runbeck with sufficient detail to allow Runbeck to verify and reproduce the error, and Runbeck shall use reasonable diligence to correct such defect. Runbeck shall use its reasonable efforts to promptly respond and thereafter to diagnose and correct the material defect. Runbeck is not responsible for any error in the Software that has been modified by Client. Client's sole remedy in the event of a breach of this warranty is to require that Runbeck correct any material defects. iii. Performance of Services. Runbeck represents and warrants that all services provided by Runbeck to Client will be performed in a timely, competent, and workmanlike manner. Runbeck further represents and warrants that it has a sufficient number of competent, qualified employees to provide the Services to support the Software. iv. Runbeck Disclaimer of All Other Warranties. Except as otherwise expressly stated in the Agreement, Runbeck makes no representations or warranties concerning the Software or Equipment. THE FOREGOING WARRANTIES ARE IN LIEU OF, AND RUNBECK HEREBY EXPRESSLY DISCLAIMS, ALL OTHER WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK Exhibit C to follow 16 Docusign Envelope ID: CA270EEB-A956-4054-A5ED-CAC633A844D4 EXHIBIT C EQUIPMENT MAINTENANCE AND SUPPORT SERVICES Upon payment of the required fees by Client, Runbeck shall provide Equipment maintenance and support services as set forth in this Exhibit "C." Equipment Maintenance Services For payment of the Fee, Runbeck shall perform preventative maintenance on Equipment once each year. The Fee is subject to an annual adjustment, not to exceed five percent (5%). The maintenance will be performed on a date and time that is mutually acceptable to the Parties. The maintenance performed shall be Pre -election or Post- election Maintenance as described below: A. Pre -election Preventative Maintenance i. Cleaning and inspection of the Equipment ii. Replacement of any worn parts that need to be replaced* iii. Correct any hardware or Software issues iv. Post maintenance testing B. Post -election Preventative Maintenance v. Cleaning and inspection of the Equipment vi. Replacement of any worn parts that need to be replaced* vii. Assisting the Client with the extracting of election data and archiving such data. Archive media will be provided by the Client viii. All systems will be properly shut down and power will be removed ix. * The Client is solely responsible for paying the cost (including the shipping costs and any applicable taxes) of any replacement parts and consumables that are needed for the Equipment. Consumables The Client acknowledges that the Equipment includes consumable items that require replacement. The consumables include, but are not limited to, such things as belts, rollers, and tray tags. Client shall be solely responsible for the cost (including the shipping costs and any applicable taxes) to purchase all consumables that are needed for the Equipment. The Client is responsible for installation of the consumables. 17 Docusign Envelope ID: CA270EEB-A956-4054-A5ED-CAC633A844D4 Additional Remote Support Runbeck will provide the Client with a toll -free telephone number that it may use for assistance in addressing any Equipment issues that may arise or for general questions related to the use of the Equipment. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK Exhibit D to follow 18 Docusign Envelope ID: CA270EEB-A956-4054-A5ED-CAC633A844D4 EXHIBIT D EQUIPMENT LIST AND PRICES Agilis Sorting System includes: • Agilis Sorting System — s/n 2123 • 3 -Stackers • Label printer • Auto Thickness Detect Agilis Sorting Software Invoice Schedule Invoice To: Weld County 1250 H Street Greeley, CO 80631 Attention: Carly Koppes Clerk and Recorder For Invoicing Purposes: LICENSE FEES, MAINTENANCE AND SUPPORTY TYPE OF SERVICES Product Name Quantity List Price Sales Price Amount Agilis Software and Support - Year 1 1 $35,000.00 $35,000.00 $35,000.00 Agilis Automatic Signature Recognition - Year 1 1 $40,000.00 $40,000.00 $40,000.00 Total $75,000.00 Fee Quantity List Price Sales Price Amount Agilis Automatic Signature Recognition Year 2 1 $40,000.00 $41,200.00 $41,200.00 Agilis Automatic Signature Recognition Year 3 1 $40,000.00 $42,436.00 $42,436.00 Agilis Automatic Signature Recognition - Year 4 1 $40,000.00 $43,709.00 $43,709.00 Agilis Automatic Signature Recognition - Year 5 1 $40,000.00 $45,020.00 $45,020.00 Agilis Software and Support - Year 2 1 $35,000.00 $36,050.00 $36,050.00 Agilis Software and Support - Year 3 1 $35,000.00 $37,132.00 $37,132.00 Agilis Software and Support - Year 4 1 $35,000.00 $38,246.00 $38,246.00 Agilis Software and Support - Year 5 1 $35,000.00 $39,393.00 $39,393.00 Total $323,186.00 19 Docusign Envelope ID: CA270EEB-A956-4054-A5ED-CAC633A844D4 NOTES Any applicable taxes are the sole responsibility of the Client *Subject to an annual fee adjustment, not to exceed five percent (5%), per Exhibit B and Exhibit C. * * * The 5 -year term of the Agreement and the Equipment Maintenance and Support Services provisions shall commence on the date of full execution by the Parties. 20 Houstan Aragon From: Sent: To: Cc: Subject: Byron Howell Monday, May 19, 2025 10:20 AM Houstan Aragon; Adria Schiel; Bruce Barker; Karin McDougal; Matthew Conroy; Will Grumet; Cheryl Pattelli; Rusty Williams; Chris D'Ovidio; Carly Koppes; Rudy Santos CTB RE: SIGNATURE REVIEW: Service Agreement for Agilis Ballot Sorting Device and Digital Signature Verification System Software - Runbeck Election Services, LLC I worked on this agreement. Approved as to form. Okay from legal for placement. Byron L. Howell Assistant Weld County Attorney Weld County Attorney's Office 1150 O Street Greeley, Colorado 80632 970-400-4394 STATEMENT OF CONFIDENTIALITY & DISCLAIMER: The information contained in this email message is attorney privileged and confidential, intended only for the use of the individual or entity named above. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution or copy of this email is strictly prohibited. If you have received this email in error, please notify us immediately by replying and delete the message. Thank you. From: Houstan Aragon <haragon@weld.gov> Sent: Monday, May 19, 2025 10:05 AM To: Adria Schiel <aschiel@weld.gov>; Bruce Barker <bbarker@weld.gov>; Byron Howell <bhowell@weld.gov>; Karin McDougal <kmcdougal@weld.gov>; Matthew Conroy <mconroy@weld.gov>; Will Grumet <wgrumet@weld.gov>; Cheryl Pattelli <cpattelli@weld.gov>; Rusty Williams <rwilliams@weld.gov>; Chris D'Ovidio <cdovidio@weld.gov>; Carly Koppes <ckoppes@weldgov>; Rudy Santos <rsantos@weld.gov> Cc: CTB <CTB@co.weld.co.us> Subject: SIGNATURE REVIEW: Service Agreement for Agilis Ballot Sorting Device and Digital Signature Verification System Software — Runbeck Election Services, LLC Good morning, Please review and advise as to placement on the May 21, 2025, Agenda. Please also remember to reply -all to this email. Elected Official — Respond as to Substance Finance — Respond as to Funding Legal — Respond as to Form Thank you, Houstan Aragon Deputy Clerk to the Board Desk: 970-400-4224 P.O. Box 758, 1150 O St., Greeley, CO 80632 013000 Join Our Team IMPORTANT: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. Houstan Aragon From: Sent: To: Cc: Subject: Rusty Williams Monday, May 19, 2025 4:16 PM Houstan Aragon; Adria Schiel; Bruce Barker; Byron Howell; Karin McDougal; Matthew Conroy; Will Grumet; Cheryl Pattelli; Chris D'Ovidio; Carly Koppes; Rudy Santos CTB RE: SIGNATURE REVIEW: Service Agreement for Agilis Ballot Sorting Device and Digital Signature Verification System Software — Runbeck Election Services, LLC This is approved by Finance. There is funding in place. From: Houstan Aragon <haragon@weld.gov> Sent: Monday, May 19, 2025 10:05 AM To: Adria Schiel <aschiel@weld.gov>; Bruce Barker <bbarker@weld.gov>; Byron Howell <bhowell@weld.gov>; Karin McDougal <kmcdougal@weld.gov>; Matthew Conroy <mconroy@weld.gov>; Will Grumet <wgrumet@weld.gov>; Cheryl Pattelli <cpattelli@weld.gov>; Rusty Williams <rwilliams@weld.gov>; Chris D'Ovidio <cdovidio@weld.gov>; Carly Koppes <ckoppes@weld.gov>; Rudy Santos <rsantos@weld.gov> Cc: CTB <CTB@co.weld.co.us> Subject: SIGNATURE REVIEW: Service Agreement for Agilis Ballot Sorting Device and Digital Signature Verification System Software — Runbeck Election Services, LLC Good morning, Please review and advise as to placement on the May 21, 2025, Agenda. Please also remember to reply -all to this email. Elected Official - Respond as to Substance Finance— Respond as to Funding Legal -.Respond as to Form Thank you, Houstan Aragon Deputy Clerk to the Board Desk: 970-400-4224 P.O. Box 758, 1150 O St., Greeley, CO 80632 00000 00 _Join Our Team IMPORTANT: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. 2 Hello