No preview available
HomeMy WebLinkAboutC23-332 Runbeck Election Services_first amendment877-230-2737 | 2800 S 36th St. Phoenix, AZ 85034 Runbeck.net 1 AMENDMENT 1 TO SALE AND PURCHASE AGREEMENT BY AND BETWEEN EAGLE COUNTY AND RUNBECK ELECTION SERVICES, INC. This AMEDMENT 1 to SALE AND PURCHASE AGREEMENT By and Between Eagle County and Runbeck Election Services, Inc. (hereinafter this “Amendment”) is made as of the date of full execution, by and between Eagle County, a governmental subdivision of the State of Colorado (“County”), and Runbeck Election Services, Inc., an Arizona corporation, whose address is 2800 S. 36th Street, Phoenix, AZ 85034 (“Runbeck”) (collectively, the “Parties”). RECITALS: A. WHEREAS, on June 19, 2019 Eagle County entered into an agreement (C19-221, the “Original Agreement”) for Runbeck to provide AgilisDuo Vote by Mail Processing System (“Equipment”); and to obtain from Runbeck a license to use accompanying software (“Software") to operate the Equipment. B. WHERAS, the Original Agreement automatically renewed, pursuant to Section 26 thereof, on June 19, 2023. C. WHEREAS, the parties wish to renew the Original Agreement for an additional four (4) years to continue and amend contract. THEREFORE, in consideration of their mutual promises in the Original Agreement, the County and Runbeck Election Services, Inc. agree as follows: 1. The TERM of the Agreement is renewed for additional four (4) years, the renewal period is from the 19th day of June, 2023 through the 18th day of June, 2027 at which time the County may opt for additional renewal period. Said renewal year(s) will require new documentation with the then current pricing. 2. Should County decide to upgrade or add additional equipment, Runbeck will cancel and supersede the Original Agreement, as amended, upon execution of a signed new agreement. Runbeck shall honor the License and Maintenance Fees established herein for existing equipment through the established term. New Equipment, Licenses, and term years will be at the then current pricing. 3. Section 26 of the Original Agreement shall be amended to state that either Party may terminate the Original Agreement, as amended, without penalty therefore by providing written notice at least (90) days prior to the successive date of payment as contemplated in Section 2 of Exhibit B. County shall pay Runbeck for services satisfactorily performed to the date of termination. 4. The Original Agreement shall be amended to include additional compensation as described in Exhibit D-1, Invoice Schedule, which is attached hereto and incorporated herein by reference. DocuSign Envelope ID: F529C645-3D16-402C-B663-785335DF2714 877-230-2737 | 2800 S 36th St. Phoenix, AZ 85034 Runbeck.net 2 5. The Original Agreement shall be amended to include County’s Remote Access Policy, attached hereto as Exhibit E and incorporated herein by reference. 6. The compensation for the continuation of services as set forth in Exhibit D-1 shall not exceed $36,565, for a total maximum compensation under the Original Agreement and this Amendment of $113,565. 7. Except as expressly altered, modified and changed in this Amendment, all other terms and conditions in the Original Agreement shall remain in full force and effect, and are hereby ratified and confirmed in all respects as of the date hereof. 8. This Amendment shall be binding on the parties hereto, their heirs, executors, successors, and assigns. IN WITNESS WHEREOF, the Parties have signed this Agreement to be effective as of the date of full execution by the Parties. Runbeck Election Services, Inc. Eagle County, Colorado Signed by: Printed Name: Rizwan Fidai Title: Vice President of Sales Date: THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK Exhibit to follow DocuSign Envelope ID: F529C645-3D16-402C-B663-785335DF2714 10/17/2023 10/17/2023 Jeff Shroll County Manager 877-230-2737 | 2800 S 36th St. Phoenix, AZ 85034 Runbeck.net 3 EXHIBIT D-1 (Amendment 1 to sale and purchase agreement by and between Eagle County and Runbeck Election Services, Inc.) Invoice Schedule Invoice To: Eagle County 500 Broadway PO Box 537 Eagle, CO 81631 Contract Period 06/20/2023 – 06/19/2027 FOR INVOICING PURPOSES: License Fees, Maintenance and Support Type of Service Year 5 (06/19/2023 – 06/18/2024) Year 6 (06/19/2024 – 06/18/2025) Year 7 (06/19/2025 – 06/18/2026) Year 8 (06/19/2026 – 06/18/2027) AgilisDuo License & Maintenance Fee* $ 8,400.00 $ 8,820.00 $ 9,261.00 $ 9,724.00 Total $ 8,400.00 $ 8,820.00 $ 9,261.00 $ 9,724.00 NOTES Any applicable taxes are the sole responsibility of the Client *Subject to an annual fee adjustment of three percent (5%), per Exhibit B and Exhibit C. DocuSign Envelope ID: F529C645-3D16-402C-B663-785335DF2714 INSR ADDL SUBR LTR INSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person)$ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS AUTOS ONLY HIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE Citizens Insurance Company of America Hanover Insurance Company Massachusetts Bay Insurance Company Twin City Fire Insurance Company Continental Casualty Company Allmerica Financial Benefit Ins. Co. 10/13/2023 USI Insurance Services LLC 2375 E. Camelback Rd, Suite 250 Phoenix, AZ 85016 Isai Gomez 602-374-1341 isai.gomez@usi.com Runbeck Election Services LLC 2800 S 36th St Phoenix, AZ 85034 31534 22292 22306 29459 20443 41840 A X X X X X X ZB4H22141503 04/01/2023 04/01/2024 1,000,000 100,000 10,000 1,000,000 2,000,000 2,000,000 F X X X X X AW4H22141403 04/01/2023 04/01/2024 1,000,000 B X X UH4H22141603 04/01/2023 04/01/2024 10,000,000 10,000,000 C N X WH4H21828303 04/01/2023 04/01/2024 X 1,000,000 1,000,000 1,000,000 D E Professional Excess Liability Tech E&O VIPL055344 652325820 04/01/2023 04/01/2023 04/01/2024 04/01/2024 $5M Each Claim/$5M Agg $5M Each Claim/$5M Agg Coverage: Cyber Security & Privacy Liability; Insurer: Associated Industries Insurance Company; NAIC #23140 Effective 04/01/2023 to 04/01/2024; Policy #AES123191300 ; Limits: $4,000,000 Ea Claim; $4,000,000 Agg Coverage: Crime; Insurer: Twin City Fire Insurance Company; NAIC #29459; Effective 08/18/2023-08/18/2024 Policy #59KB057512023; Limit: $1,000,000; $10,000 Deductible Professional Liability includes: $5,000,000 limit in the Primary and $5,000,000 limit in the Excess of (See Attached Descriptions) Eagle Colorado Clerk & Recorder Attn: Chief Deputy Clerk & Recorder 500 Broadway P.O. Box 537 Eagle, CO 81631 1 of 2 #S42283248/M42150894 RUNBEELEClient#: 1431422 RXTZZ 1 of 2 #S42283248/M42150894 DocuSign Envelope ID: F529C645-3D16-402C-B663-785335DF2714