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Purchase of Election Management Equipment from Runbeck Election Services, Inc. BEFORE THE BOARD OF COUNTY COMMISSIONERS OF LEWIS COUNTY, WASHINGTON IN RE Approving purchase of Election Management Equipment ) Resolution No 19-4%0 From Runbeck Election Services, Inc. WHEREAS, in accordance with RCW 39 34, Pierce County and Lewis County agreed to a cooperative governmental purchasing agreement for various equipment and supplies using Pierce County's competitively awarded contracts, and WHEREAS, the Auditor's Office has determined that there is a need to purchase Election Management Equipment, and WHEREAS, Pierce County purchased the Election Management Equipment, Agilis Ballot Sorting System from Runbeck Election Services Inc via a competitive purchasing process, and WHEREAS, the Auditor's Office has reviewed Pierce County's competitive purchasing process for the Election Management Equipment, Agilis Ballot Sorting System, from Runbeck Election Services Inc , and WHEREAS, based on that review, the Auditor's Office recommends the Election Management Equipment, Agilis Ballot Sorting System, from Runbeck Election Services Inc ; and WHEREAS, the request for the Election Management Equipment purchase was reviewed and approved by the County Capital Facilities Committee and the committee's recommendation was presented to the Board of County Commissioners, NOW THEREFORE IT IS HEREBY RESOLVED that the Board of County Commissioners approves the purchase of the Election Management Equipment, Agilis Ballot Sorting System, from Runbeck Election Services Inc and authorizes the County Auditor to execute the agreement DONE IN OPEN SESSION this S b day of September 2019 APPROVED AS TO FORM :OA' . OF COUNTY COM STONERS Jonathan Meyer Prosecuting Attorney LE h IS COUNTY W HI TO Deputy Pr secuting Att r ey '••ert C Jackson, Chairman (552-- ATTEST Ga ry Sta er, Vice Ch it ••••• .411._ 1 U • Ai•� .�WAS�r1•• L Rieva L-- er, Clerk of the,:'•.lei: • \0,A• Edna J Fund, Commis F•ner •` 4 �o • : / • I o SG � � . Skca 1$A5 �i • • • 1I NGI'OS•• SALE AND PURCHASE AGREEMENT THIS SALE AND PURCHASE AGREEMENT ("Agreement") is made as of the date of execution, by and between Lewis County, a governmental subdivision of the State of Washington ("Client"), and RUNBECK ELECTION SERVICES, INC , an Arizona corporation, whose address is 2800 S 36th Street, Phoenix, AZ 85034 ("Runbeck") (collectively, the "Parties") RECITALS 1 In connection with its elections responsibilities, went desires to purchase from Runbeck election management equipment ("Equipment"), an .o obi ,� from Runbeck a license to use accompanying software ("Software") to operate the Equipment 2 Runbeck desires to sell the Equipment and grant a license t se 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 AG ' s 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 o 1i afire License; Annual License Fees; Restrictions. ro Subject t 46 Client's ongoing obligations under this Agreement, Client has been granted'All evocable, no '- elusive right and license to install, display and use the software necessary i .: .eration of"F` e Equipment ("Software") for the term described in, and in accordance wi g express tin s of, the Software License attached hereto as Exhibit"B" Title to and ownership'" e Software shall at all times remain with Runbeck and neither Client, nor its affiliates, agent r'•:�.; ployees, will reverse engineer or reverse compile any part of the Software without Run 7 "k'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" 1 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 Washington (including, but not limited to, the Auditor of the State of Washington, Inspector General or duly appointed law enforcement officiaN and agencies of the United States government Such records shall be retained by Runbeck nd" iade 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 ofthe,�other Runbeck may subcontract services agreed to in this Agreement, but only th�,the en consent of the Client. All subcontracts are subject to the same terms, conditio i nd cove i' s contained within this Agreement 6 Governing Law This Agreement hall be governed, construed, and enforced under the laws of Washington, notwithstanding any nvicts of laws provisions Any legal action brought pursuant to this Agreement shall be filed in the cots of Washington 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 2 affected thereby, and each remaining term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law 9 Appropriations. Client represents and covenants that (i) it has, and will have, funds available to pay the purchase pnce 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 bysequent fiscal year of the five (5) year term of the Agreement In the event Client'.sri ppropnations request to its legislative body or funding authority for necessary funds hereunder herpArd0f.,is denied, this Agreement, and all exhibits, may be terminated by Runbeck Client shall hake pa ment 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. Comphance. 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 wt rk vender this Agreement 11 Non-Discrimination. Runbeck certifies it is an equal Iopportumty employer and shall remain in compliance with state and federal civil rights and nondiscrimination laws and regulations including, but natpli nited to, Title VI, and Title VII of the Civil Rights Act of 1964 as amended, the Rehabilitation A of j973, the Amencans with Disabilities Act, the Age Discrimination Act of 1975,4iind the Age Diyh matron in Employment Act, as amended ` r h During the pormance of this Agreement, Runbeck will not discriminate against ��� � gr g any employe`' ntract worker,:or applicant for employment because of race, color, religion, sex, sexual orientatioi national origin, ancestry, disability, Vietnam-era veteran status, age, political belief or place off ' . Runbeck will take affirmative action to ensure that during employment, all employees are treat 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 3 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 12. Independent Relationship., Nothing in this Agreement is intended to, nor shall be deemed to, create a partnership, association or point venture between Client and Runbek in the conduct of the provisions of this Agreement Runbeck shall at all times have tb °bus of an independent contractor 4 � 13 Waiver. % p Any waiver by either party of any nght, provision or'lcondition under this Agreement shall not be construed or deemed to be a waiver of any othergit, provision or condition of this Agreement, nor a waiver of a subsequent breach of the same�n` provision or Ex"zt condition A 14. Confidential Information. All information owned p. s :ior used by Client which is communicated to, vi learned, or otherwise acquired by Runbeck of y�nployees, agents or contractors in the performance of the terms of this Agreement -w-T.,74. deemed and remain Confidential Information Runbeck shall not, beginning o° e date o yews f �# association or communication between the Client and Runbeck and continuing through the term of this Agreement and thereafter, disclose, communicate or divulge to apther, or use for Runbeck's own benefit or the benefit of another, any such Confidential Information without the pnor written consent of the Client IN 15 Ride; '1''7104-%> Runbeck t re s to bear all risk of loss, injury, or destruction of goods and material ;eluding Equip ,:!,t, ordered as a result of this Agreement which occurs prior to delivery to t `tClient Upon l ehvery by Runbeck to the Client, and Client taking possession of such goods an. .>4..terials, S -nt agrees to bear all risk of loss, injury, or destruction of such goods and maters ',° Run k's invoices will conform to the reasonable requirements of the Client P lib- 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 4 Runbeck warrants and represents that Equipment shall be free from any defects in matenal or workmanship for a period of one (1) year after installation, and Software shall be free from any defects in matenal or workmanship for a penod of one (1) year after installation (collectively, the "Warranty Penods"), 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 dunng the Warranty Periods but not corrected, ii) any defect reported and thought to be corrected but that reoccurs outside of the Warranty Penods, iii) any defect misdiagnosed during the Warranty Periods and discovered to reoccur outside of the Warranty Penods, and iv) any defect discovered after the Warranty Periods but which can be documented to have started dunng the Warranty Penods Runbeck agrees to a one-day grace period beyond the end of the Warranty Periods for notification purposes for defects discovered dunng 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 wntten 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 vsw 17. Limitation of Runbeck Liability. Runbeck shall not be responsible for the Equipmen 's or the Software's operation or failure to operate, to thmte,,nt such operation or failure results from, arises out of, or is related to Client's improperoi gent use or operation of the Equipment or the Software IN NO EVENT SHAL 17NBECI3E LIABLE TO CLIENT OR TO ANY THIRD PARTY, FOR ANY DIRECT`, INDIRECT, INCIDENTAL PUNITIVE, OR OTHER CONSEQUENTIAL DAMAGES OF KIND WHATSOEVER 18 Indemnification Vg,git 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 5 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 nght, Runbeck will, at its option and expense, either A Procure for Client the right to continue using the Equipment, or 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 a i'Int• is of action relating to enforcement are strictly reserved to the Parties Nothing conned in �� 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 certil,mail, return receipt requested, or mailed via United States mail, postage prepaid as follows By Runbeck to Lewis 'Opunty.Aiiiiitilis9ffice, Elections Division 351 NW North LStreet IA-f - Chehalis, gashington 0532 Attention Torn Stanton Chief Deputyuditor ' n� beck Runbeck Election Services, Inc 2800 S 36th Street Phoenix, Arizona 85034 Attention James Suver 'I W th a copy t( Steven H Williams, Esq Not, 2323 North Central Avenue, Unit 1905 Phoenix, Arizona 85004 Fax No 602-390-6719 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 6 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 unauthonzed person or entity to obtain access to it to` extent permitted under 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 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 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 Attorneys' Fees. In the event of a litigation action to enforce, or arising from, the terms of this Agreement, the prevailing party in such action shall be entitled to recover from the non- prevailing party its reasonable attorneys' fees and costs incurred in the action 26. Term and Renewal The Parties declare, acknowledge and agree that the term of this Agreement shall be five (5) years, subject to Runbeck's right to terminate immediately due to lack of approved appropnations as set forth in Section 9 of the Agreement, fraud, or disclosure of Runbeck 7 Confidential Information. The Agreement will automatically renew unless Client provides Runbeck with written notice, at least ninety (90) days pnor to the Agreement end date, of its intention to not renew 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 signedl=this Agreement as of the day and year first above written Election Services, Inc is County By Title Ma ova Date 8 EXHIBIT A EQUIPMENT LIST AND PRICES Pnmary location of the equipment Lewis County Auditors Office, Elections Division 351 NW North Street Chehalis, Washington 98532 Agilis Sorting System "' ce -Agilis Sorting System r86, -Implementation/Training $6000 Agihs Sorting System includes. � Y • Agilis Sorting System vife • 2 Stackers, 8 pockets p.. • 2 Label printers • Automatic Opener • Auto Thickness Detect • Servers • Monitor • Keyboard • Agihs Sorting Software ,'. MAINTENANCE SERVICES Software Mamtenance • 7 4 - :;$ftware support hotline dunng declared election cycles • o:. allation o . ` i are updates ▪ 4ing and valida. Lof all software updates • S. i y;,,re License Fe Hardware Ma I r ance • 7X24 techn _ ° u e,o'a rt hotline during declared election cycles • Hardware mai Wance fees • Client also agr°es to allow Runbeck employees access to the equipment, when requested, dunng normal working hours Repair Services During the term of the Agreement, as set forth in Section 26 thereof, should any component of the Agilis 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 9 Election Data At the conclusion of the election, Runbeck will provide phone assistance with the export of all election data from the Agihs Sorting 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 Training Dunng the initial installation, on-site training is provided, any addition Raining requires an on- site support fee, indicated below Materials management Client is responsible for any pre-election inventory of.yo gilis Soy �� • consumables tSystem • 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 -w required Client is responsible for nstailation of consumables while operating the Agihs Sorting System during an election ccl ON—SITE SUPPORT FEES ,p: s Optional, dedicated o ,f to supp I dlor training(does not include election set-up or routine maintenance)will bebi at a rat'V t s f$1,750 00 for the first day(an eight-hour work day) and $1,500 for each additions _ t o orrk day Th amount billed shall be due and payable within thirty(30) days of th-=: i +'ice tae.This; e vice is subject to availability OTHERgas 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—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 EXHIBIT B 10 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 nght 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 titleeto 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„So ware 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 nnual license and support services fees with respect to such Software 4 p bmty0, D Breach In the event Client commits a material breaf its obligations under this Agreement, to expressly include failure to timely pay any feesrsue hereunder, and Client fails to cure the breach wittlt ty(60) days after receiving notice thereof, Runbeck may terminate this Agreement, anttlicense hereunder, immediately upon delivery of written notice to Client 2. Annual Software�Li nseF ee a' �� A Fees Runbeckw : voice Client for the annual Software License Fee, set forth in Exhibit D to the Agreement heithnual Software License Fee for the first year of this Agreement is included in the purchase* installation 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 11 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. tp If Client's personnel require training in order to properly.'k*e the Software and System, Runbeck will provide such training for all users designated by ,�a ent, at a time agreed to by the Parties All initial training by Runbeck in the proper use''of the So ape and System shall be at no additional charge,unless a fee for such training is otherwise agree and funds appropnated 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 Dig**term of this Agreement and subject to payment of any required fees by the Client, Runbeck gA*V provide maintenance and support services for the Software ("Maintenance Services") N j? r V * ,, Div ` B Software Updates Runbeck shalt 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 dunng tterm of this Agreement, subject to payment of any quired fees Vii Term mermination This Agreement shall be effective as of the date of execulxt`n by the Parties,ldshall expire upon termination of the Agreement in accordance with Section� � >,ereof,unless r-.ally terminated earlier The parties have the nght to terminate this Agre 'V in accordancewith Section 9, ("Appropriations")of the Agreement Agt, pm ' ag 6. Warran e £ff A In addi�n to any warranties which may be contained m the Agreement, Runbeck provides the followm warranties i Non-Infringement Runbeck warrants that Runbeck owns the Software, including all associated nghts, and has the right to grant Client the licenses provided pursuant to this Agreement, free from all liens, claims, encumbrances, secunty 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 12 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 in Performance of Services Runbeck represents and warrants that all services provided by Runbeck to Client will be performed- erforrn in tmely, competent and workmanlike manner Runbeck further represents andwarranIS tat it has a sufficient number of competent, qualified employees to provide the Services o support the Software ry Runbeck Disclaimer of All Other Warranties Except as oth&wise 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 tme ate. EXHIBIT C 13 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 and installation 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. to and tune that is mutually acceptable to the Parties The maintenance performed shall be Pre- ction or Post-election Maintenance as described below w ,::°w ��� . A Pre-election Preventative Maintenance i Cleaning and inspection of the Equipment ,tip ii Replacement of any worn parts that need to be replaced* in CovficliOyllardware or software issues iv poll maintenance testing B Post-election Preve ative Maintenance i Cleaning ai.d inspection the Equipment 11 Replacement f any worn parts that need to be replaced* in Assisting thettie0Nvith 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 4. Additional Remote Support 14 Run e k provide to Client with a toll-free telephone number that it may use f ra t gma c f ma��singayEguipmetesetat may �soflgnrlqusllonr«mdto e use o the Equipment \ ^ » '14h7 r, .� • /v ma \ IMItk , � « ! "© 2 EXHIBIT I) 15 Invoice Schedule Invoice To. Lewis County Auditors Office, Elections Division 351 NW North Street Chehalis, Washington 98532 Attention Tom Stanton Chief Deputy Auditor Contract Period 2020 -2025 -"_ - , Estimated Ship Date January 15, 2020 Actual Ship Date (to be completed by4,,, 0` _. g) max. For Invoicing Purpos ,. License and Maintenance Year 1 Year 2 , Year 3 ' '.-.,.. Year 5 Fees (2020-2021) (2021 2022) ' , (2022-2O (2023-20 (2024-2025) of this agreement on of this agreement on ol` fsagent Me of this agreement on of this agreement on �..Sri',: a existing equipment existing equipment exi uipment existing equipment existing equipment Agilis Sorting System $186,000 e 2_ Implementation/Training $6,000 1‘%. Software License Fee* $14,500 $14,500 ' $14,500 $14,500 Maintenance Fee** $7,500 $7,500 ' $7 500 $7,500 Total $1942; $22,000 $22,000 $22,000 $22,000 47 NOTES p A ?� Any applicable taxes are a so 440,. sibtlity °f the Client *Subject to an annual fee adjustme . v.,p nt(5: per Section 2 of Exhibit B **Subject to an annual adjustment not t. 11d five pe per Section 1 of Exhibit C 16 BOCC AGENDA ITEM SUMMARY Resolution. BOCC Meeting Date' Sep 16, 2019 Suggested Wording for Agenda Item' Agenda Type Consent Approving purchase of Election Management Equipment from Runbeck Election Services Inc Contact Tom Stanton Phone. (360)740-1156 Department Auditor Action Needed Description Approving purchase of Election Management Equipment from Runbeck Election Services Inc Approvals: User Group Status Stanton, Torn Approved