HomeMy WebLinkAbout20200802.tiffRESOLUTION
RE: APPROVE SALE AND PURCHASE AGREEMENT FOR ELECTION MANAGEMENT
EQUIPMENT AND SOFTWARE LICENSE 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 a Sale and Purchase Agreement for
Election Management Equipment and Software License 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, Inc., commencing upon full
execution of signatures, 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 Sale and Purchase Agreement for Election Management
Equipment and Software License 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, 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 9th day of March, A.D., 2020.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: ddam,
Weld County Clerk to the Board
BY:
Deputy Clerk to the poard
APP ED AS T
ttorney
Date of signature: 43 /tot /110
Kevin D. Ross
Mike Freeman, Chair
Steve oren•, Pro-Tem
Sco t K. James
arbara Kirkmeye 1 1eiLly
CC: ACT (BC /ao), cR(Of /AS)
0410212.o
2020-0802
CR0032
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: Election Ballot On Demand (BOD) printers
DEPARTMENT: Election Department
PERSON REQUESTING: Carly Koppes
DATE: 02/13/2020
Brief description of the problem/issue: The Elections Department continues to have increasing costs for the
printing of ballots, especially the ballot stock deployed out to the Voter Service and Polling Centers (VSPC).
This year, with three elections and the General election required to be reported by precinct, there will be many
more ballot styles deployed to the voting locations, along with the increased possibility of having more than a
one -page ballot. The VSPC sites are facing line management restrictions and the Secretary of State expectations
of wait times at the locations. There is also the increased possibility of election judges distributing an incorrect
ballot to a voter.
What options exist for the Board? (include consequences, impacts, costs, etc. of options):
With the purchase of the Ballot On Demand (BOD) printers at a cost of $127,500, we have projected cost
savings in printing for 2020 to be between $100,000 — $150,000. During future odd -year elections, the savings
would be between $30,000 - $60,000 each year. The purchase of the BOD's will also save the county on future
printing costs because of the pending requirement to supply ballots in multiple languages at Voter Service and
Polling Centers. We would have the ability to give the judges an easier time controlling the line management at
each location to meet the Secretary of State expectations. IT and the Elections departments have already tested
deployment of a BOD at a polling location, and it was very successful. The election judges expressed feeling
more confident in being able to issue the correct paper ballot requested, or a replacement to the voters.
Recommendation:
Sign the contract to move forward with expanding the amount of Ballot On Demand printers Weld County has
with Runbeck and use the money already in the approved Elections budget, totaling $127,500 (moved from
Printing to Small Items of Equipment). IT, Purchasing and Finance are in agreement that this would be the most
cost effective and efficient solution to many of the upcoming legislated needs at each polling location.
Mike Freeman, Chair
Scott K. James
Barbara Kirkmeyer
Steve Moreno, Pro-Tem
Pei►n R.o5.s
Approve
Recommendation
Schedule
Work Session
Other/Comments:
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2020-0802
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SALE AND PURCHASE AGREEMENT
THIS SALE AND PURCHASE AGREEMENT ("Agreement") is made as of the date of
execution by the Parties, by and between Weld County, a governmental subdivision of the State
of Colorado ("Client"), and RUNBECK ELECTION SERVICES, INC., an Arizona corporation,
whose address is 2800 S. 366 Street, Phoenix, AZ 85034 ("Runbeck") (collectively, the
"Parties").
RECITALS
1. In connection with its elections responsibilities, Client desires to purchase from
Runbeck election management equipment ("Equipment"); and to obtain from Runbeck a license
to use accompanying software ("Software") to operate the Equipment.
2. Runbeck desires to sell the Equipment and grant a license to use the software to
Client on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants contained
herein and other good and valuable consideration, the Parties agree as follows:
AGREEMENTS
1. Sale of Equipment.
Runbeck hereby sells, and Client hereby purchases, the Equipment, including
hardware components and accessories, as specifically set forth in the Equipment Description
attached hereto as Exhibit "A".
2. Grant of Software License; Annual License Fees; Restrictions.
Subject to the Client's ongoing obligations under this Agreement, Client has been
granted an irrevocable, non-exclusive right and license to install, display and use the software
necessary for operation of the Equipment ("Software") for the term described in, and in
accordance with the express terms of, the Software License attached hereto as Exhibit "B". Title
to and ownership of the Software shall at all times remain with Runbeck and neither Client, nor
its affiliates, agents or employees, will reverse engineer or reverse compile any part of the
Software without Runbeck's prior written consent. Client shall pay Runbeck an annual Software
License Fee for the Software, as specifically set forth in Exhibit "B". The Annual Software
License Fee for the first year of this Agreement is included in the purchase price of the
Equipment. All subsequent payments of this Fee shall be made on each successive anniversary
term of this Agreement, as specifically set forth in Exhibit "D".
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3. Equipment Maintenance and Support Services; Annual Equipment Maintenance and
Support Services Fee.
Runbeck shall provide those Equipment Maintenance Support Services that are
specifically set forth in the Equipment Maintenance and Support Services Schedule attached
hereto as Exhibit "C". Client shall pay Runbeck an annual Equipment Maintenance Fee for the
Equipment, as specifically set forth in Exhibit "C". The Annual Equipment Maintenance and
Support Service Fee for the first year of this Agreement is included in the purchase price of the
Equipment. All subsequent payments of this Fee shall be made on each successive anniversary
term of this Agreement, as specifically set forth in Exhibit "D".
4. Availability and Retention of Records.
All records relating to the products and services provided under this Agreement
and supporting documentation for invoices submitted to Client by Runbeck shall be retained and
made available by Runbeck for audit by Client, its duly authorized representatives, the State of
CO (including, but not limited to, the Auditor of the State of CO, Inspector General or duly
appointed law enforcement officials) and agencies of the United States government. Such
records shall be retained by Runbeck and made available for any time period required by state or
federal law.
5. Assignment.
The Parties expressly agree that neither shall assign this Agreement without the
prior written consent of the other. Runbeck may subcontract services agreed to in this
Agreement, but only with the written consent of the Client. All subcontracts are subject to the
same terms, conditions, and covenants contained within this Agreement.
6. Governing Law.
This Agreement shall be governed, construed, and enforced under the laws of CO,
notwithstanding any conflicts of laws provisions. Any legal action brought pursuant to this
Agreement shall be filed in the courts of CO.
7. Integration and Modification.
This Agreement, including exhibits (each of which is expressly incorporated
herein), embodies the entire agreement of the Parties. There are no promises, terms, conditions
or obligations other than those contained herein; and this Agreement shall supersede all previous
communications, representations or contracts, either written or oral, between the Parties to this
Agreement. This Agreement shall not be modified in any manner except by an instrument, in
writing, executed by the Parties to this Agreement.
8. Severability.
If any term or provision of this Agreement shall be held to be invalid or
unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall not be
affected thereby, and each remaining term and provision of this Agreement shall be valid and
enforced to the fullest extent permitted by law.
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9. Appropriations.
Client represents and covenants that (i) it has, and will have, funds available to
pay the purchase price for the Equipment, Annual Software License Fees, Annual Equipment
Maintenance Fees and other financial obligations under this Agreement, including all exhibits
hereto, through the end of Client's current fiscal period; and (ii) that it shall use its best efforts to
obtain funds to pay any of the foregoing financial obligations for each subsequent fiscal year of
the four (4) year term of the Agreement. In the event Client's appropriations request to its
legislative body or funding authority for necessary funds hereunder is denied, this Agreement,
and all exhibits, may be terminated by Runbeck or Client. Client shall make payment of all
charges and obligations incurred through the end of the fiscal period for which funds were
appropriated. In any such event, Client shall thereupon return to Runbeck all Software and other
Runbeck property in its possession.
10. Compliance.
Runbeck agrees to comply with all applicable federal, state, and local laws in the
conduct of work hereunder. Runbeck accepts full responsibility for payment of all taxes
including, without limitation, unemployment compensation, insurance premiums, income tax
deductions, social security deductions, and all other taxes or payroll deductions required for all
employees engaged by Runbeck in the performance of work under this Agreement.
11. Non -Discrimination.
Runbeck certifies it is an equal opportunity employer and shall remain in
compliance with state and federal civil rights and nondiscrimination laws and regulations
including, but not limited to, Title VI, and Title VII of the Civil Rights Act of 1964 as amended,
the Rehabilitation Act of 1973, the Americans with Disabilities Act, the Age Discrimination Act
of 1975 and the Age Discrimination in Employment Act, as amended.
During the performance of this Agreement, Runbeck will not discriminate against
any employee, contract worker, or applicant for employment because of race, color, religion, sex,
sexual orientation, national origin, ancestry, disability, Vietnam -era veteran status, age, political
belief or place of birth. Runbeck will take affirmative action to ensure that during employment,
all employees are treated without regard to race, color, religion, sex, national origin, ancestry,
disability, Vietnam -era veteran status, age, political belief or place of birth. These provisions
apply also to contract workers, such action shall include, but is not limited to, the following:
employment, upgrading, demotion or transfer; recruitment or recruitment advertising, layoff, or
termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship. Runbeck agrees to post in conspicuous places, available to employees and
applicants for employment, notices stating Runbeck complies with all applicable federal and
state non-discrimination laws.
Runbeck, or any person claiming through Runbeck, agrees not to establish or
knowingly permit any such practice or practices of discrimination or segregation in reference to
anything relating to this Agreement, or in reference to any contractors or subcontractors of said
Runbeck.
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12. Independent Relationship.
Nothing in this Agreement is intended to, nor shall be deemed to, create a
partnership, association or joint venture between Client and Runbeck in the conduct of the
provisions of this Agreement. Runbeck shall at all times have the status of an independent
contractor. Runbeck, its employees and agents are not entitled to unemployment insurance or
workers' compensation benefits through Client and Client shall not pay for or otherwise provide
such coverage for Runbeck or any of its agents or employees. Unemployment insurance benefits
will be available to Runbeck and its employees and agents only if such coverage is made
available by Runbeck or a third party. Runbeck shall pay when due all applicable employment
taxes and income taxes and local head taxes (if applicable) incurred pursuant to this Agreement.
13. Waiver.
Any waiver by either party of any right, provision or condition under this
Agreement shall not be construed or deemed to be a waiver of any other right, provision or
condition of this Agreement, nor a waiver of a subsequent breach of the same right, provision or
condition.
14. Confidential Information.
All information owned, possessed or used by Client which is communicated to,
learned, or otherwise acquired by Runbeck or its employees, agents or contractors in the
performance of the terms of this Agreement shall be deemed and remain Confidential
Information. Runbeck shall not, beginning on the date of first association or communication
between the Client and Runbeck and continuing through the term of this Agreement and
thereafter, disclose, communicate or divulge to another, or use for Runbeck's own benefit or the
benefit of another, any such Confidential Information without the prior written consent of the
Client.
15. Risk of Loss.
Runbeck agrees to bear all risk of loss, injury, or destruction of goods and
materials, including Equipment, ordered as a result of this Agreement which occurs prior to
delivery to the Client. Upon delivery by Runbeck to the Client, and Client taking possession of
such goods and materials, Client agrees to bear all risk of loss, injury, or destruction of such
goods and materials. Runbeck's invoices will conform to the reasonable requirements of the
Client.
16. Warranty.
Runbeck warrants and represents that services provided pursuant to this
Agreement, and attached exhibits, shall be timely performed in a professional manner in
accordance with applicable industry standards; and that Runbeck has the requisite ownership,
authority and license rights to furnish Software provided to Client in connection with this
Agreement.
Runbeck warrants and represents that Equipment shall be free from any defects in
material or workmanship for a period of one (1) year after installation: and Software shall be free
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from any defects in material or workmanship for a period of one (1) year after installation
(collectively, the "Warranty Periods"): provided, however, that if the manufacturer's warranty
extends beyond one (1) year for any part, product, or service item, the longer warranty shall
apply. This warranty extends to i) any defect reported during the Warranty Periods but not
corrected; ii) any defect reported and thought to be corrected but that reoccurs outside of the
Warranty Periods; iii) any defect misdiagnosed during the Warranty Periods and discovered to
reoccur outside of the Warranty Periods; and iv) any defect discovered after the Warranty
Periods but which can be documented to have started during the Warranty Periods. Runbeck
agrees to a one -day grace period beyond the end of the Warranty Periods for notification
purposes for defects discovered during the Warranty Periods. Runbeck shall, at its own election
and expense, either repair or replace any component which Client discovers to be defective in
material or workmanship, provided that Client has furnished timely written notice to Runbeck.
EXCEPT FOR THE WARRANTIES PROVIDED HEREIN, RUNBECK
HEREBY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY
KIND OR NATURE CONCERNING THE EQUIPMENT, WHETHER EXPRESS OR
IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
17. Limitation of Runbeck Liability.
Runbeck shall not be responsible for the Equipment's or the Software's operation
or failure to operate, to the extent such operation or failure results from, arises out of, or is
related to Client's improper or negligent use or operation of the Equipment or the Software. IN
NO EVENT SHALL RUNBECK BE LIABLE TO CLIENT OR TO ANY THIRD PARTY,
FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, OR OTHER
CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER.
18. Indemnification.
Runbeck agrees to indemnify and hold harmless Client from and against any and
all losses, damages, injuries, claims, demands and expenses, including legal expenses, caused by
the sole negligence or intentional misconduct of Runbeck with respect to its obligations under
this Agreement.
Runbeck further agrees to defend, indemnify and hold harmless Client from and
against any claim, suit, demand, or action alleging the Equipment, or any component thereof,
infringes any copyright, trade secret, U.S. patent or any other proprietary right of any third party,
and Runbeck shall indemnify Client against any judgment, award or amount paid in settlement to
which Runbeck has agreed. Client shall provide Runbeck prompt written notice of such claim,
suit, demand, or action and shall cooperate with Runbeck in the defense and settlement thereof.
Runbeck shall have control of the defense of such claim, suit, demand, or action and the
settlement or compromise thereof.
If a temporary or a final injunction is obtained against Client's use of Equipment
by reason of an infringement of a copyright, trade secret, or other proprietary right, Runbeck
will, at its option and expense, either:
A. Procure for Client the right to continue using the Equipment; or
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B. Replace or modify Equipment, or such infringing portion thereof, so that it no
longer infringes such copyright, trade secret, or other proprietary right.
19. No Third -Party Beneficiary.
Enforcement of the terms of this Agreement and all rights of action relating to
enforcement are strictly reserved to the Parties. Nothing contained in this Agreement allows any
claim or right of action in any third person or entity. Any person or entity other than Client or
Runbeck receiving services or benefits pursuant to this Agreement is an incidental beneficiary
only.
20. Notices.
All written notices required under this Agreement must be hand delivered, sent by
overnight courier service, mailed by certified mail, return receipt requested, or mailed via United
States mail, postage prepaid as follows:
By Runbeck to:
To Runbeck:
With a copy to:
Weld County
1402 N. 17th Avenue
Greeley, CO 80631
Attention: Carly Koppes
Clerk and Recorder
Runbeck Election Services, Inc.
2800 S. 36th Street
Phoenix, Arizona 85034
Attention: Rizwan Fidai
Steven H. Williams, Esq.
2323 North Central Avenue, Unit 1905
Phoenix, Arizona 85004
Notices hand delivered or sent by overnight courier are effective upon delivery;
notices sent by certified mail are effective upon receipt; and notices sent by U.S. mail are
effective upon the expiration of five (5) mail delivery days from deposit (postmarked) with the
U.S. Postal Service.
21. Runbeck's Confidential Information.
Runbeck represents that the Software and related documentation provided under
this Agreement, including, but not limited to, the Source Code, the software design, structure and
organization, the user interface and the engineering know-how implemented in the software
(collectively "Runbeck Confidential Information") constitute the valuable properties and trade
secrets of Runbeck, embodying substantial creative efforts which are secret, confidential, and not
generally known by the public. Client agrees to hold Runbeck's Confidential Information,
including any copies thereof and any documentation related thereto, in strict confidence and to
not permit any unauthorized person or entity to obtain access to it to the extent possibleunder
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applicable law. Within this context, Client agrees not to disseminate, transmit, license,
sublicense, assign, lease, release, publish, post on the internet, transfer, sell, permit access to,
distribute, allow interactive rights to, or otherwise make available Runbeck Confidential
Information or any part thereof to any other party in any form of media for any purpose other
than performing its obligations under this Agreement or as provided by federal and/or state law.
Client further agrees not to disclose or distribute to any other party, in whole or in part, Runbeck
Confidential Information without written consent from Runbeck or as provided by federal and/or
state law.
22. No Construction Against Drafting Party.
The Parties and their respective counsel have had the opportunity to review this
Agreement, and the Agreement will not be construed against any party merely because this
Agreement was prepared by a particular party.
23. Successors and Assigns.
The rights and obligations of the Parties herein set forth shall inure to the benefit
of and be binding upon the Parties hereto and their respective successors and assigns permitted
under this Agreement.
24. Time is of the Essence.
The Parties agree that in the performance of the terms of this Agreement, time
shall be of the essence, it being understood by the Parties that the Equipment and its components,
and Runbeck's services related thereto, are essential to the Client's ability to conduct statewide
and local elections.
25. Governmental Immunity
No term or condition of this contract shall be construed or interpreted as a waiver,
express or implied, of any of the immunities, rights, benefits, protections or other provisions, of
the Colorado Governmental Immunity Act of §§24-10-101 et. seq., as applicable now or
hereafter amended.
26. Term and Renewal.
The Parties declare, acknowledge and agree that the term of this Agreement shall
be four (4) years, subject to Runbeck's right to terminate immediately due to lack of approved
appropriations as set forth in Section 9 of the Agreement; fraud; or disclosure of Runbeck
Confidential Information. The Agreement will automatically renew unless Client provides
Runbeck with written notice, at least ninety (90) days prior to the Agreement end date, of its
intention to not renew.
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27. Breach.
Subject to the terms of Section 26, in the event Client commits a material breach
of its obligations under this Agreement and any exhibits hereto, including a failure to timely pay
any license or maintenance fees, and Client fails to cure the breach within sixty (60) days after
receiving notice thereof, Runbeck may terminate this Agreement effective upon delivery of
written notice to Client. In any such event, Client shall thereupon return to Runbeck all Software
and other Runbeck property in its possession.
IN WITNESS WHEREOF, the Parties have signed this Agreement as of the day and year
first above written.
Runbeck Election Services, Inc. Weld County, CO
By:
eVal-344-1
Mike Freeman
Title: tj 9rt5i 64.h4. 8 f Sc,,,kec Chair, Board of County Commissioners
Date: 03103 /2-O
8
03/09/2020
oaO020-b�bY
SALE AND PURCHASE AGREEMENT FOR ELECTION MANAGEMENT EQUIPMENT AND
SOFTWARE LICENSE - RUNBECK ELECTION SERVICES, INC.
APPROVED AS TO SUBSTANCE:
APPROVED AS TO F
olNDeparlvrri$nt Head
Controller
APPR E A T RM.
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Asst. ount At orne
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EXHIBIT A
EQUIPMENT LIST AND PRICES
Primary location of the equipment:
Carly Koppes
Clerk and Recorder
Weld County
1402 N. 17th Avenue
Greeley, CO 80631
Each Sentio system(s) includes:
• OkiData C532 Printer
• Alignment Feeder
• Heavy Duty Cart
• Early Voting Software (EVS)
• Absentee/Vote-by-Mail Software (SPS)
• Laptop
MAINTENANCE SERVICES
Software Maintenance
• 7X24 technical software support hotline during declared election cycles
• Installation of all software updates
• Testing and validation of all software updates
• Software License Fees
Hardware Maintenance
• 7X24 technical support hotline during declared election cycles
• Hardware maintenance fees
• Client also agrees to allow Runbeck employees access to the equipment, when requested,
during normal working hours.
Repair Services
During the term of the Agreement, as set forth in Section 26 thereof, should any component of
the Sentio System, 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 of
$150.00 per hour.
Election Data
At the conclusion of the election, Runbeck will provide phone assistance with the export of all
election data from the Sentio System. 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.
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Training
On -site Training, for one (1) day is listed for Year 1 as shown in Exhibit D. Additional training
requires an on -site support fee, indicated below.
Materials management
• Client is responsible for any pre -election inventory of Sentio System 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 1' day that services will be
required. Client is responsible for installation of consumables while operating the Sentio
System during an election cycle.
ON -SITE SUPPORT FEES
Optional dedicated on -site support and/or training (does not include election set-up or routine
maintenance) will be billed at a rate of $1,750.00 for the first day (an eight -hour work day) and
$1,500 for each additional eight -hour work day. The amount billed shall be due and payable
within thirty (30) days of the invoice date. This service is subject to availability.
Paper Fees
Up to 17" including scoring or 1 perforation $.13 per sheet
Longer than 17" $.15 per sheet
Longer than 17" Scoring or Perforation for 17" and over $.02 per sheet
The prices shown for ballot stock and other paper products are based on current market prices for
paper. Runbeck reserves the right to adjust prices (not to exceed 5% per year) based on increases
in the price of paper on the open market.
Sentio Ballot Set Up Fee (per election)
Price includes: $500 set up fee, + $1 per unique PDF (style or precinct) as deposited in the final
repository. The $500 set up fee will be waived provided the Client is under contract with
Runbeck as a ballot print and mail partner.
OTHER
Taxes
If taxes apply, they will be the sole responsibility of the Client.
Shipping Fees
Shipping fees will apply as consumables may be purchased and need to be shipped to the
jurisdiction. Shipping fees are the sole responsibility of the Client.
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End of Contract Options — Subject to Section 26 of the Agreement, 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.
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EXHIBIT B
SOFTWARE LICENSE
1. Grant and Scope of License.
A. Grant of License. Subject to Client's discharge of its material duties under the
Agreement. to include the timely payment of any fees due hereunder. Runbeck hereby grants to
Client an irrevocable, non-exclusive right and license to install, display and use the Software.
For the avoidance of doubt, the license granted under this clause shall become revocable in the
event that Client materially breaches the Agreement and Client fails to cure within the proscribed
cure period.
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 of any Software licensed hereunder at
no additional charge and continue to maintain the Software in accordance with the requirements
of the attached Agreement as long as Client continues to pay annual license and support services
fees with respect to such Software.
D. Breach. In the event Client commits a material breach of its obligations under the
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 the
Agreement, and the license hereunder, immediately upon delivery of written notice to Client.
2. Annual Software License Fee.
A. Fees. Runbeck will invoice Client for the annual Software License Fee, as set
forth in Exhibit D to the Agreement. The Annual Software License Fee for the first year of the
Agreement is included in the purchase price of the Equipment. All payments of this Fee shall be
made annually on each successive anniversary term of the Agreement, for as long as Client
continues to use referenced Software. The license for the Software entitles Client to the
Warranties in Section 4 below but does not otherwise entitle Client to receive maintenance and
support or updates to the Software. The annual Software License Fee is subject to an annual
adjustment not to exceed five percent (5%).
B. Invoices. Runbeck's invoices will conform to the format requirements of the
Client. Client will pay Runbeck's valid invoices within thirty (30) days after receipt.
3. Delivery, Installation and Acceptance.
A. Estimated Shipping. Runbeck agrees to ship the Software to the location, and on
or about the Estimated Shipping date, set forth in Exhibit D.
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B. Installation. Runbeck agrees to install the Software ready for use and in good
working order and render said Software functional as a part of the fully Functional System at the
applicable location as soon as practicable after delivery, but in no event more than ten (10) days
after delivery.
C. Acceptance. Acceptance Testing and Acceptance of the Software as a part of the
System shall be in accordance with the provisions of the Agreement to which this Exhibit is
affixed.
4. 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
appropriated and certified as available for such purposes by the Client in accordance with the
Agreement.
5. Maintenance of Software; Term and Termination.
A. Maintenance Services. During the term of the 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 the Agreement, subject to payment
of any required fees.
C. Term and Termination. The Agreement shall be effective as of the date of
execution by the Parties, and shall expire upon termination of the Agreement in accordance with
Section 26 thereof, unless mutually terminated earlier. The parties have the right to terminate the
Agreement in accordance with Section 9, ("Appropriations") of the Agreement.
6. Warranties.
A. In addition to any warranties which may be contained in the Agreement, Runbeck
provides the following warranties:
i. Non -Infringement. Runbeck warrants that Runbeck owns the Software,
including all associated rights, and has the right to grant Client the licenses 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.
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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 without Runbeck's prior written consent.
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. 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.
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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".
1. Annual Equipment Maintenance Fee.
Runbeck will invoice Client for the Annual Equipment Maintenance Fee, as set forth in Exhibit
D to the Agreement. The Fee is subject to an annual adjustment not to exceed five percent (5%).
The Annual Equipment Maintenance Fee for the first year of this Agreement is included in the
purchase price of the Equipment. All subsequent payments of this Fee shall be made on each
successive anniversary term of this Agreement.
2. Equipment Maintenance Services.
For payment of the Fee, Runbeck shall perform preventative maintenance on Equipment once
each year. 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.
i. Cleaning and inspection of the Equipment
ii. Replacement of any worn parts that need to be replaced*
iii. Assisting the Client with the extracting of election data and archiving such
data. Archive media will be provided by the Client.
iv. All systems will be properly shut down and power will be removed.
* 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.
3. 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.
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4. 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.
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EXHIBIT D
Invoice Schedule
Invoice To:
Carly Koppes
Clerk and Recorder
Weld County
1402 N. 17th Avenue
Greeley, CO 80631
Contract Period March 1, 2020 — February 29, 2024
Estimated Ship Date March 1, 2020
Actual Ship Date (to be completed by accounting)
For Invoicing Purposes:
System
Quantity
Price
New Sentios Purchased
13
$123.500
On -site Training (I day)
$ 1,500
Installation
Included
Shipping (Laptop, Printer and
transport for 13 units)
$ 2.500
Total
$127,500
License Fees, Maintenance and
Support Type of Service
Year I
(3/1/2020-
2/28/2021)
of this agreement
Year 2
(3/1/2021-
2/28/2022)
of this agreement
Year 3
(3/1/2022-
2/28/2023)
of this agreement
Year 4
(3/1/2023-2/29/2024)
of this agreement
Sentio s/w License Fee** (13
units)
Included
$13,000
$13,000
$13,000
Sentio h/w Maintenance*** (13
units)
Included
$ 6.500
$6,500
$ 6,500
installation
Included
n/a
n/a
n/a
*Programming Set-up (for each.
single election)
$500
$ 1 000
$ 500
$ 1 000
Total
$500
$20,500
$20,000
$20.500
NOTES
*Even Years: Pricing for two (2) estimated elections, Primary and General, with $500 set-up each,
totaling $1,000.
*Odd Years: Pricing assumes one (1) estimated election, totaling $500.
** Subject to an annual fee adjustment not to exceed five percent (5%), per Section 2 of Exhibit B.
*** Subject to an annual adjustment not to exceed five percent (5°/o). per Section 1 of Exhibit C.
GENERAL TERMS
• Additional units can be purchased at the listed discounted price through the conclusion of the contract.
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• The County is responsible for consumables and parts, and any applicable shipping costs related to such
consumables and parts for the Sentio Ballot Printing System.
• The County is responsible for purchasing ballot stock from Runbeck for use with the Sentio Ballot
Printing System.
• Runbeck will provide "Train the Trainer" curriculum for the County team.
• Election set-up for each Sentio is the responsibility of the County.
• Preventative Maintenance on the Sentio units is performed by Runbeck, once per year.
• Applicable taxes are not included and, if applicable, are the responsibility of the County.
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