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A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY,
COLORADO AUTHORIZING THE BOARD TO ENTER INTO AN INTERGOVERNMENTAL
SUB GRANT AGREEMENT WITH THE COLORADO DEPARTMENT OF STATE FOR THE
PURPOSE OF ACQUIRING A VOTING SYSTEM COMPLIANT WITH S 301 OF THE HELP
AMERICA VOTE ACT
Resolution No. ()61-:t1~
Recitals
1. The Board of County Commissioners of Pitkin County under the authority granted pursuant to
C.R.S. S 29-1-201 and Article XIV, Section 10 of the Colorado Constitution is hereby entering
into an Intergovernmental Agreement with the Colorado Department of State.
2. The purpose of the Agreement attached as Exhibit A, is to set forth the respective responsibilities
and obligations of the parties relating to the purchase of voting equipment compliant with S 301 of
HA V A. Funding in the amount $71,950 is allocated to Pitkin County for the purchase of Direct
Recording Electronic (DRE) voting equipment.
3. The Board of County Commissioners has determined that it is in the best interest of the citizens of
Pitkin County to enter into this Agreement
NOW THEREFORE, BE IT RESOVED, by the Board of County Commissioners that it does hereby
approve the Agreement between Pitkin County and the Colorado Department of State and authorizes
the Chair to sign an agreement in substantially the form attached as Exhibit A, as approved by the
County Attorney.
INTRODUCED, FIRST READ AND SET FOR PUBLIC HEARING ON THE 24th DA Y OF MAY,
2006.
NOTICE OF PUBLIC HEARING PUBLISHED IN THE WEEKEND EDITION FOR THE ASPEN
TIMES ON THE 21st DAY OF MAY, 2006.
APPROVED UPON SECOND READING AND PUBLIC ON THE 14TH DAY OF JUNE, 2006.
PUBLISHED BY TITLE AND SHORT SUMMARY, AFTER ADOPTION, IN THE ASPEN TIMES
WEEKLY ON JUNE 25, 2006.
ATT~ST:
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BOARD OF COUNTY COMMISSIONERS
OF PITKIN COUNTY, COLORADO:
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Resolution #
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APPROVED AS T~
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~ohn M. Ely "-----
County Attorney
~C OMME~D-F.O RAPPROVAL:
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(i _ ) ~~}F
/}anice K. Vos Caudill
/Pitkin County Clerk and Recorder
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Department Number: VAA
CLlN#:
FEIN: 846000794
CFDA#: 90.401
INTERGOVERNMENTAL SUBGRANT AGREEMENT
WITH PITKIN COUNTY
FOR THE PURCHASE OR LEASE OF HAVA fi 301.COMPLlANT VOTING SYSTEMS
This Intergovernmental Subgrant Agreement (Agreement) is made this ~ay of... f ~,
2006 by and between the Colorado Department of State (COOS), 1700 Broadway, Suite 270,
Denver, CO 80290, and Pitkin County Board of Commissioners (Pitkin County), 506 E.
Main St., Aspen, CO 81611.
WHEREAS, authority exists in the law and funds have been budgeted, appropriated, and
otherwise made available, and a sufficient unencumbered balance thereof remains available for
payment in Fund Number 20P, Contract Encumbrance Number POVAA0600000000lt.af:l; and
WHEREAS, COOS has received "requirements payments" funding from the General Services
Administration, on behalf of the United States Election Assistance Commission (EAC), under ~
251 of the Help America Vote Act (HAVA), Public Law 107-252, for the purpose of acquiring
voting systems that are compliant with ~ 301 of HAVA and for other purposes as specified
therein; and
WHEREAS, the State of Colorado has enacted legislation implementing HAVA that involves
standards and deadlines for the acquisition and use of conforming voting systems, pursuant to
C.R.S. ~~ 1-1.5-101, et seq., 1-5-601, et seq., and 1-5-701, et seq.; and
WHEREAS, COOS has promulgated administrative rule, Rule 45, 8 CCR 1505-1, establishing
an application process for the certification, acquisition, installation, and use of HAVA ~ 301-
compliant voting systems; and
WHEREAS, counties in the State of Colorado have been determined to be authorized eligible
sub-grantees to purchase or lease HAVA ~ 301-compliant voting systems for use in federal and
state elections; and
WHEREAS, Pitkin County has indicated its intention to use the funds awarded to purchase or
lease voting systems that comply with federal and state requirements within the time allotted by
law; and
WHEREAS, COOS periodically distributes HAVA funds to sub-grantees determined to be
eligible by u~ing state and/or federal eligibility criteria and state application processes and
allocation proCl:edures; and
WHEREAS, state fiscal rules require an agreement to distribute funds to a local governmental
entity and thisiAgreement is in keeping with applicable State laws, rules, and regulations.
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NOW, THEREFORE, COOS and Pitkin County agree as follows:
1. Scope of Work: Pitkin County shall utilize the funds awarded hereunder solely for the
purpose of purchasing or leasing voting systems that are compliant with ~ 301 of HA V A
and state law. Such voting systems, including any optical scanning voting system or
direct recording electronic system, shall:
(a) permit the voter to verify (in a private and independent manner) the votes
selected by the voter on the ballot before the ballot is cast and counted;
(b) provide the voter with the opportunity (in a private and independent manner) to
change the ballot or correct any error before the ballot is cast and counted
(including the opportunity to correct the error through the issuance of a
replacement ballot if the voter was otherwise unable to change the ballot or
correct any error);
(c) if the voter selects votes for more than one candidate for a single office:
(i) notify the voter that the voter has selected more than one candidate for a
single office on the ballot;
(ii) notify the voter before the ballot is cast and counted of the effect of
casting multiple votes for the office; and
(iii) provide the voter with the opportunity to correct the ballot before the ballot
is cast and counted.
(d) produce a permanent paper record with a manual audit capacity; and
(e) provide alternative language accessibility pursuant to the requirements of ~ 203
of the Voting Rights Act of 1965 (42 U.S.C. 1973aa-1a).
In addition, these funds shall be utilized to provide at each polling place in the county at
least one direct recording electronic (DRE) voting system or other voting system
equipped for individuals with disabilities. Such voting system shall be accessible for
individuals with disabilities, including non-visual accessibility for the blind and visually
impaired, in a manner that provides the same opportunity for access and participation
(including privacy and independence) as for other voters.
Pursuant to ~ 301 (b) of HA V A, a "voting system" means:
(a) the total combination of mechanical, electromechanical, or electronic equipment
(including software, firmware, and documentation required to program, control, and
support the equipment) that is used:
(i) to define ballots;
(ii) to cast and count votes;
(iii) to report or display election results; and
(iv) to maintain and produce any audit trail information; and
(b) the practices and associated documentation used:
(i) to identify system components and versions of such components;
(ii) to test the system during its development and maintenance;
(iii) to maintain records of system errors and defects;
(iv) to determine specific system changes to be made to a system after the
initial qualification of the system; and
(v) to make available any materials to the voter (such as notices, instructions,
forms, or paper ballots).
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All voting systems purchased or leased must be certified by COOS, pursuant to C.R.S. ~
1-5-601, et seq., and must be capable of producing a voter-verified paper record of each
elector's vote, pursuant to C.R.S. ~ 1-5-801, et seq.
2. Procurement and ADDlication Process: Pursuant to C.R.S. ~ 1-5-614 and Rule 45.11 ,
8 CCR 1505-1, Pitkin County shall submit to COOS for approval any proposed contract
for the purchase or lease of a voting system using HA V A ~ 251 funds. The proposed
contract shall be reviewed by COOS in accordance with the provisions of Rule 45.11, 8
CCR 1505-1. Rule 45.11 is attached to this Agreement as Exhibit A, and incorporated
as a part of the Agreement.
3. Deli~erable Oue Oate: As a condition precedent to accepting any federal funds
hereunder, Pitkin County expressly agrees to procure by sale or lease and install in
each polling place in the county at least one (1) disability accessible voting system for
use in the federal primary election on August 8, 2006.
4. Allocation and Reimbursement:
Payment: COOS has allocated to Pitkin County the amount of $71,950.00 (Seventy
onethoussnd nine hundred fifty dollars and no cents) for the purchase or lease of
HA VIA. ~ 301-compliant voting systems, as indicated on the "HA V A ~ 301 Fund Allocation
Lisf' that is attached hereto and incorporated herein as Exhibit B. his sum reflects a
COOS allocation only and not a disbursement, a distribution, or promise to pay. All
paYl1l1ents to the County shall be made solely on a reimbursement basis in accordance
with the terms and conditions of this Agreement, and the law. Reimbursement shall
occur only when sufficient documentation is provided to COOS certifying that the
requested reimbursement is for the purChase or lease of voting systems that comply with
the Scope of Work of this Agreement and the terms and conditions of the county
contnact as approved by COOS in accordance with Rule 45.11, 8 CCR 1505-1, and
C.R.S. ~ 1-5-617.
5. Availabilitv of Funds: Payment pursuant to this Agreement is subject to and
contingent upon the continuing availability of federal funds for the purposes hereof. If
any of such federal funds become unavailable, as determined by COOS, either party
may immediately terminate or seek to amend this Agreement.
6. Term of Agreement: This Agreement shall become effective upon execution by the
State Controller or designee and shall continue through December 31 , 2010.
7. Main~enance of Effort: Pitkin County hereby certifies that for its fiscal year ending
December 31, 2002, and for each county fiscal year thereafter, it has maintained and
shall continue to maintain not less than the same amount of expenditure on activities
arising under Title III of HA V A that it expended on such activities for its fiscal year ending
December 31, 2001, excluding funds expended during that period for capital
expenditures on new voting equipment, or any other one-time capital expenditure,
pursul:mt to C.R.S. ~ 1-1.5-106(6).
8. Acco ntin and Record Retention: Pursuant to ~ 902 of HA V A, Pitkin County shall
keep uch records with respect to payments received under this Agreement as are
consiSltent with sound accounting principles, including records that fully disclose the
amourht and disposition of payments received, the total cost of the project or undertaking
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for which such payments are used, the amount of that portion of the cost of the project or
undertaking supplied by other sources, and such other records as will facilitate an
effective audit. All accounting records involving funds received under this Agreement
shall be retained by Pitkin County for a period of not less than three (3) calendar years
from the date of the last payment of funds hereunder. Moreover, Pitkin County shall
repay any funds recouped against the State pursuant to HAVA, ~ 902(c), if the basis of
such recoupment was Pitkin County's failure to comply with the requirements of the
program, or its receipt of an excess payment under the program, as set forth therein.
9. Audits: All accounting records and other documents involving the use of payments
received under this Agreement shall be subject at all reasonable times to inspection,
review, or audit by authorized federal and state personnel, including staff of the EAC.
10. Nomilscrimination: Pitkin County shall comply with all applicable state and federal
laws, rules, regulations, and executive orders of the governor of Colorado involving
nondiscrimination on the basis of race, color, religion, national origin, age, disability, or
sex.
11 . Compliance with Applicable Laws: At all times during the performance of this
Agreement, Pitkin County agrees to strictly adhere to all applicable federal and state
laws that have been or may hereafter be enacted. Pitkin County shall also comply with
all terms and conditions that COOS has agreed to as a condition of receiving federal
funding under HAVA, including but not limited to the following:
· the Americans with Disabilities Act;
· OMB Circulars A21, A87, A110. A124, and A133, as applicable;
· 31 U.S.C. ~ 1352: Prohibition Against Use of Federal Funds for Lobbying;
. the Privacy Act of 1974;
· Certification required by 49 C.F.R., Part 29, "Government Debarment and
Suspension";
· Drug Free Workplace; and
. Title VI of the Civil Rights Act.
12. Suspension or Termination of Agreement: Pitkin County may terminate this
Agreement for convenience by notifying COOS in writing that it will no longer seek
reimbursement for the purchase or lease of voting systems from the HAVA funds it has
been allocated pursuant to Section 4 herein. COOS may suspend payment or withhold
reimbursement to Pitkin County under this Agreement only for cause, unless the
Secretary of COOS at his or her sole discretion determines suspension of payment or
termination is otherwise necessary. Under this section, "cause" means the failure to
purchase or lease and make available for use voting systems that comply with ~ 301 of
HAVA or state law, or the failure to meet any of the requirements of Section 3,
"Deliverable Due Date."
13. Amen~ments: This Agreement and any of its terms and conditions shall only be
changed or amended by a writing signed by all parties and approved by the state
controller.
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14. Assianability: Neither this Agreement, nor any rights hereunder, shall be assignable
or otherwise transferable in whole or in part without the prior written consent of the
parties.
15. Waiver: The waiver of strict performance or the waiver of the breach of any term,
provision, or requirement of this Agreement shall not be construed or deemed as a
waiver of any subsequent breach of such term, provision, or requirement.
16. InteGration of Understandina: This Agreement contains the entire understanding of
the parties hereto and neither it, nor the rights and obligations hereunder, may be
changed, modified, or waived except by an instrument in writing that is signed by the
parties hereto and approved by the state controller.
17. ParlljarsDh Headinas: Paragraph headings are inserted for convenience of reference
only.
18. CounterDarts: This Agreement may be executed in multiple counterparts each of
which shall be deemed to be an original and all of which taken together shall constitute
one and the same agreement.
19. Notiee: Any notices given under this Agreement shall be deemed to be effective when
received and shall be sent to the following:
For COOS
Colotado Department of State
Director of HAVA
1700 Broadway, Suite 270
Denver, CO 80290
Phone: 303-894-2200
Facsimile: 303-869-4861
For ~itkin County
Pitkin County Clerk and Recorder
530 e. Main St., #101
Aspen, CO 81611
Phone: 970-429-2710
Fax: 970-920-5196
20. Sevetability To the extent that this Agreement may be executed and performance of
the obligation of the parties may be accomplished within the intent of the Agreement,
the terms of the Agreement are severable, and should any term or provision hereof be
declared invalid or become inoperative for any reason, such invalidity or failure shall not
affectthe validity of any other term or provision hereof.
21 . Auth,ritv to Enter into Contract: Each party represents and warrants that it has the
powe~ and authority to enter into this Agreement, to grant the rights granted herein, and
to perform the duties and obligations herein described.
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THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT:
Pitkin County:
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Signature of Authorized OffIcer
/W'C.t:: 1d.~Ur4)
Print Name & Title of Authorized Officer
STATE OF COLORAOO:
Bill Owens, Governor
By lv~~
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Secretary of State
Department of State
LEGAL REVIEW
John Suthers, Attorney General
Attest (SeaQ By
County Cle,k /'
Byr-~
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ALL CONTRACTS MUST BE APPROVEO BY THE STATE CONTROLLER
C.RS. ~ 24-30-202 requires that the State Controller approve all state contracts. This contract is not valid until the State Controller,
or such assistant as he may delegate. has signed it. The contractor is not authorized to begin performance until the contract is
signed and date below. If performance begins prior to the date below. the State of Colorado may not be obligated to pay for the
goods and/or serivices provided.
STATE CONTROLLER:
Leslie M. Shenefelt
By: Jr1ttf1te-v V-~
Date: h- /7 - Db
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SPECIAL PROVISIONS
(For Use Only with Intergovernmental Contracts)
1. CONTROLLER'S APPROVAL. C.R.S. ~ 24'30-202(1)
This contract shall not be deemed valid until it has been approved by the Controller of the State of Colorado or such assistant as he
may designate.
2. FUND AVAlliABILlTY. C.R.S. ~ 24-30'202(5.5)
Financial obligations of the State of Colorado payable after the current fiscal year are contingent upon funds for that purpose being
appropriated, budgeted, or otherwise made available.
3. INDEMNIFICATION.
To the extent authorized by law, the contractor/grantee shall indemnify, save, and hold harmless the State against any and all
claims, damagejl, liability, and court awards including costs, expenses, and attomey fees incurred as a result of any act or omission
by the contractor/grantee, or its employees, agents, subcontractors, or assignees pursuant to the terms of this contract. 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 lI>ther provisions for the parties of the Colorado Govemmental Immunity Act, C.R.S. ~ 24-10-101, et seq., or the
Federal Tort Claims Act, 28 U.S.C. 2671, et 5eq., as applicable, as now or hereafter amended.
4. INDEPENDEJin' CONTRACTOR. 4 CCR 801.2
THE CONTRAdTOR/GRANTEE SHALL PERFORM ITS DUTIES HEREUNDER AS AN INDEPENDENT CONTRACTOR AND
SHALL BE SOliEL Y RESPONSIBLE FOR THE ACTS OF THE CONTRACTOR/GRANTEE, ITS EMPLOYEES, AND AGENTS.
NEITHER THE CONTRACTOR/GRANTEE NOR ANY AGENT OR EMPLOYEE OF THE CONTRACTOR/GRANTEE SHALL BE OR
SHALL BE DEEMED TO BE AN AGENT OR EMPLOYEE OF THE STATE. THE CONTRACTOR/GRANTEE SHALL PAY WHEN
DUE ALL RECllUIRED EMPLOYMENT, INCOME, AND LOCAL HEAD TAXES ON ANY MONIES PAID BY THE STATE
PURSUANT TO THIS CONTRACT. THE CONTRACTOR/GRANTEE ACKNOWLEDGES THAT THE CONTRACTOR/GRANTEE
AND ITS EMPLOYEES ARE NOT ENTITLED TO UNEMPLOYMENT INSURANCE BENEFITS UNLESS THE
CONTRACTOR/GRANTEE OR A THIRD PARTY PROVIDES SUCH COVERAGE AND THAT THE STATE DOES NOT PAY FOR
OR OTHERWISE PROVIDE SUCH COVERAGE. THE CONTRACTOR/GRANTEE SHALL HAVE NO AUTHORIZATION,
EXPRESS OR IMPLIED, TO BIND THE STATE TO ANY AGREEMENTS, LIABILITIES, OR UNDERSTANDINGS EXCEPT AS
EXPRESSLY SEtT FORTH HEREIN. THE CONTRACTOR/GRANTEE SHALL PROVIDE AND KEEP IN FORCE WORKERS'
COMPENSATION AND UNEMPLOYMENT COMPENSATION INSURANCE IN THE AMOUNTS REQUIRED BY LAW AND
PROVIDE PROdF OF SUCH INSURANCE WHEN REQUESTED BY THE STATE.
5. NON-DISCRIMINATION.
The contractor/gp-antee agrees to comply with the letter and the spirit of all applicable state and federal laws respecting
discrimination and unfair employment practices.
6. CHOICE OF LAW.
The laws of the Slate of Colorado and rules and regulations issued pursuant thereto shall be applied in the interpretation, execution,
and enforcement of this contract. Any provision of this contract, whether or not incorporated herein by reference, that provides for
arbitration by any extra-judicial body or person or that is otherwise in conflict with said laws, rules, and regulations shall be
considered null and void. Nothing contained in any provision incorporated herein by reference which purports to negate this or any
other special provision in whole or in part shall be valid or enforceable or available in any action at law whether by way 01 complaint,
defense, or otherwise. Any provision rendered null and void by the operation of this provision will not invalidate the remainder of this
contract to the extent that the contract is capable of execution. At all times during the performance of this contract, the Contractor
shall strictly adhere to all applicable federal and state laws, rules, and regulations that have been or may hereafter be established.
7. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order 0 002 00
No State or other public funds payable under this contract shall be used for the acquisition, operation, or maintenance of computer
software in violation of United States copyright laws or applicable licensing restrictions. The contractor/grantee hereby certifies that,
for the term of this contract and any extensions, the contractor/grantee has in place appropriate systems and controls to prevent
such improper use of public funds. If the State determines that the contractor/grantee is in violation of this paragraph, the State may
exercise any remlldY available at law or equity or uncler this contract, including, without limitation. immediate termination of the
contract and any remedy consistent with United States copyright laws or applicable licensing restrictions.
8. EMPLOYEE FINANCIAL INTEREST. C.R.S. ~ 24-18-201 and ~ 24.50-507
The signatories allier that, to their knowledge, no employee of the State of Colorado or of the contractor/grantee has any personal or
beneficial interest whatsoever in the service or property described herein.
Effective Date: April 1 , 2004
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EXHIBIT A
Rule 45.11 Rule Concerning Purchases and Contracts
45.11.1 Any voting system that has been certified under the procedures of this Rule are eligible for
purchase, lease, or rent for use by jurisdictions within the State of Colorado upon written approval by the
SOS of the contract between the jurisdiction and the voting system provider.
45.11.2 At the completion of contract negotiations, a jurisdiction entering into a contract to purchase,
lease or rentia voting system for use in the State of Colorado shall request approval ofthe contract from
the SOS prior to signing the contract.
45.11.3 The SOS or his or the agent shall approve the contract based on the following minimum criteria:
(a) The voting system is certified for use within the State.
(b) Contract contains training and maintenance costs for Jurisdiction.
(c) Contract identifies components contained in the certified voting system, and appears complete with all
accessories necessary for successfully conducting an election within the laws and rules ofthe State of
Colorado.
(d) The votif\g system and associated components are purchased at or below the following costs:
Item and Description Maximum Contracted Cost
Ballot Tabulition Only Software $48,000.00
Complete So~are Package $420,000.00
DRE with VNPAT $7,000.00
DRE without V - VP A T $5,000.00
DRE Card Activator or Programmer $3,000.00
DRE Disabled Devices attachment $1,000.00
Extended DRIE Warranty Per unit Per Year $2,000.00
Precinct/Vote Center Level Optical Scanner $7,000.00
High Speed Absentee Scanner $120,000.00
Card Reader/Device to complete tabulation $7,000.00
Extended Warranty Per scanner unit Per Year $10,000.00
Yearly Maintenance $108,000.00
Ballot Programming Charges (complete) $65,000.00
Memory Cards or Cartridges (each) $1,000.00
45.11.4 The SIOS shall take no more than three (3) business days to review the contract and return a
decision to the corresponding jurisdiction.
45.11.5 The SOS shall annually review the costs in the table in section 45.12.3 and update it as necessary.
45.11.6 The SOS shall maintain on file a list of all components used and purchased for use. The list shall
include at a minimum, the name of the jurisdiction, the date of purchase, the serial number(s) of voting
devices and voting systems that was purchased.
45.11.7 Additionally, the voting system provider shall, through the process of this rule, complete and
negotiate with, the SOS a purchase price agreement for counties to use when purchasing equipment in the
State of Colorado. The pricing agreement shall:
(a) Be valid for one year from the date of certification;
(b) Require renegotiations at the end ofthe pricing agreement period to continue future sales within the
state;
(c) Allow cOUll!ies to purchase equipment listed on the agreement at the agreed upon price for the
duration or to ~egotiate directly with the voting system provider for a potentially lower price; and
(d) Be inclusive of the best costs the voting system provider is willing to sell all components, including
any support, w~rranty or maintenance costs of the system being certified through this rule.
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Exhibit B
2006 ORE Funding Allocations
1 ADAMS 221.017 198 148 $473,600 40 $250,000 5250.000 S ADAMS
2 AL<MOaA- 9,311 9 9 526.600 2 512.500 516.000 ... AlAMOSA
3 ARAPAHIOE 36<4,198 366 207 $662.400 40 $250.000 5250,000 S1,11L ARAPAHOE
4 ARCHULETA 6,556 9 8 $25,600 2 512,500 518.000 1 ARCHULETA
5 BACA 3,000 10 7 $22,400 2 512,500 518,000 $40.000 ~ BACA
6 BENT 3.096 6 6 519.200 2 512,500 518,000 $40.000 BENT
7 BOULD R 215,141 229 201 1643,200 30 5187,500 $250.000 S1,01O BOULDER
B CHAFF E 14,570 18 15 $48,000 4 525.000 518.000 $40,000 S13S CHAFFEE
9 CHEYEN E 1,671 7 5 516.000 2 512,500 518.000 ~ CHEYENNE
10 CLEAR CR EK 7,826 12 9 528,600 2 512.500 518.000 $40,000 S".3CIlI CLEAR CREEK
11 CONEJCS 5,482 11 10 132.000 3 518,750 518.000 $40,000 Sl01,7t1C1 CONEJOS
12 COSTIL 2.691 9 9 528,600 3 518,750 $18.000 ....... COSTILLA
13 CROWL Y 2,127 6 6 $19,200 2 $12.500 $18,000 $41 laG CROWLEY
14 CUSTE 3,294 4 3 $9,600 2 512.500 $18.000 $40.000 8= CUSTER
15 DELTA' 19.998 21 9 $28.600 4 $25.000 $18,000 $71 DELTA
16 DENVE 387.105 422 292 $934.400 45 $281,250 $250.000 $1 UO DENVER
17 DOLORE 1,700 5 4 512,600 2 512.500 518,000 3,:\001 DOLORES
18 DOU"'" 159.377 131 84 $268,800 25 5156,250 $250.000 I.-I DOUGlAS
19 EAGLE' 28,_ 30 16 551.200 6 537.500 518,000 II~
20 ELBERT 15.026 16 13 $41.600 3 518.750 518.000 $40,000 S11 ELBERT
21 ELPASO 355.571 378 190 $608,000 45 $281,250 5250.000 $1,131 EL PASO
22 FREMO'" 26,573 31 26 $83,200 4 $25.000 $18.000 $40.000 S1 FREMONT
23 GARFIEL 29.320 28 26 $83.200 4 $25.000 $18,000 Sl GARFIELD
24 GILPIN 4,355 7 4 $12,800 2 512.500 $18.000 $40.000 S83 3001 GILPIN
25 GRAND 11,281 13 9 $26,800 4 $25,000 $18.000 $40.000 Sl=~ GRAND
28 GUNNlSO 12,719 16 6 519.200 3 518,750 $18,000 $40.000 S GUNNISON
27 HINsn.." 781 4 3 59.600 2 $12,500 $18,000 $40.100 HINSDALE
28 HUERFAN 4.909 12 3 59,800 3 518,750 $18.000 $40,000 ....uc HUERFANO
29 JACKSON 1.285 6 3 59,800 1 $6.250 $18,000 PU14 JACKSON
30 JEFFERSO 375.003 330 247 5790.400 50 $312.500 $250.000 S1,31a,900 JEFFERSON
31 KIOWA 1,176 5 5 516.000 2 512,500 $18.000 $41,100 KIOWA
32 KIT CARSON 5.107 14 13 $41,600 3 518,750 $18,000 $40.000 Sl11,3IO, KIT CARSON
33 LA PLATA , 38.052 61 19 SBO.800 5 131.250 $18.000 S11o.IlIlI LA PLATA
34 lAKE , 4.610 7 2 $6.400 1 $6.250 $18,000 $40.000 _~ lAKE
35 LARIMER i 199.271 144 129 $412.800 30 5187.500 $250.000 LARIMER
38 LAS ANIMA9 9.224 17 16 $51,200 4 $25,000 $18.000 $40,000 S1 LAS ANIMAS
37 LINCOLN ! 2,958 14 13 $41.600 3 518,750 $18,000 171, LINCOLN
38 LOGAN 11,670 17 17 $54,400 3 $18,750 518,000 $40.000 5131110 LOGAN
39 MESA 86.745 83 71 $227.200 15 593.750 $250.000 WO,IIO MESA
40 MINERAl. 801 2 2 $6.400 1 $6.250 518.000 f30,1IO MINERAL
41 MOFFAT 8,726 14 12 138.400 3 516,750 $18.000 $40.000 5118,180 MOFFAT
42 MONTEZUMA 17,291 12 12 538.400 3 518,750 $18.000 $78,181 MONTEZUMA
43 MONTROSE 21.900 23 22 $70,400 4 525.000 $18.000 $40.000 S113,4QO MONTROSE
44 MORGAN 15.248 18 15 $48.000 3 518,750 $18,000 $40.000 5U4,780 MORGAN
45 OTERO 12.526 19 17 $54.400 3 518.750 $18.000 $40.000 5131 110 OTERO
48 OURAY 3,693 6 4 $12,800 2 512.500 $18,000 $43,300 OURAY
47 PARK 12.716 13 12 138.400 4 525.000 $16.000 $40.000 5f21.4GG PARK
48 PHILLIPS 3,016 9 9 528.800 2 512,500 $16,000 $40.000 $11.300 PHILLIPS
49 PITKIN 13.200 11 11 $35.200 3 516.750 516,000 t.7 PITKIN
50 PROWERS 6.723 14 14 $44,800 2 512.500 $16,000 $40.000 5115,300 PROWERS
51 PUEBLO 92.635 263 90 $286.000 15 593,750 $250.000 $40.000 $'71,780 PUEBLO
52 RIO BLANCO 4,474 6 6 519,200 2 512.500 $16,000 $40,000 $81,700 RIO 6LANCO
53 RIO GRANOE 6.193 16 16 $51,200 3 516,750 518.000 $40.000 $127,180 RIO GRANDE
64 ROUTT 16.777 21 20 164.000 3 518,750 518,000 $40.000 $140,780 ROUTT
55 SAGUACHE 4.022 10 6 $19.200 5 $31.250 $18.000 111.410 SAGUACHE
56 SAN JUAN 646 2 1 53.200 1 $6.250 $18.000 '27 450 SAN JUAN
57 SAN MIGUEL 7,171 7 7 $22.400 3 $16.750 $16.000 $40.000 5",180 SAN MIGUEL
58 SEDGWICK 1,737 6 5 516.000 2 $12.500 $16.000 $40,000 $81,100 SEDGWICK
59 SUMMIT 21,401 18 17 564.400 4 525,000 516,000 $40.000 5137,400 SUMMIT
SO TELLER , 16,718 14 8 525,BOO 3 516.750 518,000 $8a,380 TELLER
61 WASHINGTON 3.156 7 7 522.400 2 $12.500 $18,000 540.000 $1a,900 WASHINGTON
62 WELD 121,'86 101 96 $307,200 18 5112.500 5250.000 5111,700 WELD
63 YUMA 6,226 15 15 $48,000 3 518,750 $16.000 $84.780 YUMA
64 BROOMFIELD 31,126 39 28 $89,600 5 131.2. gooo 5138,110 BROOMFIELD
Page 1 of 1
f I
""EIJOI.D@
ELECTION SYSTEMS
P.O. Box 1019
Allen, TX 75013
469.675-8990
800-433-8683 (VOTE)
Fax (214) 383.1596
CONTRACT FOR THE
PURCHASE OF GOODS
Contract #
Budget Line Item #
BUYER: PITKIN COUNTY, COLORADO DIEBOLD ELECTION SYSTEMS, INC.
Addresses 530 East Main Street, Suite 101 P.O. Box 1019
For Notices and Billing: Aspen, CO 81611 Allen, TX 75013
Attn: Bryce Buttermore Overnight Deliveries:
1253 Allen Station Pkwy.
Allen, TX 75002
Alln: Contracts Department
For Shipping (if differeht): Janice K. Vos Caudill, Pitkin County Clerk and Recorder
Bryce A. Buttermore, Elections Deputy or DEO
530 East Main Street, Suite 101
Aspen, CO 81611
Contacts: Janice K. Vos Caudill, Pitkin County Clerk and Recorder Yolanda Hawkins, Contracts Department
Bryce Buttermore, Elections Deputy
Phone: 970-429-2709 469-675-8990
Fax: 970-920-5196 214-383-1596
Email: county jnfo@co,pitkin,co.us yhawkins@dieboldes.com
With Copy to: Pitkin County Attorney's Office
530 E. Main Street, #302
Aspen, Colorado 81611
Fax: (970) 920-5198
THIS CONTRACT is made and entered into this 4th day of April, 2006, by and between Pitkin County, Board of County Commissioners,
530 E. Main Street, Third Floor, Aspen, Colorado 81611 (hereinafter "Buyer") and Diebold Election Systems, Inc. (hereinafter "Vendo!").
GOODS PURCHASED. Vendor shall provide Buyer the following goods conforming to the stated description and any Technical Specifications set
forth in the following co~tract documents hereinafter, "goods"; to the extent that conflicts exist between the following document, they shall be
resolved in favor of the dqcument first appearing in the list below:
I. This ~ontract
II. Exhibit A - Pricing and Payment Schedule
III. Exhibit B - Software License and Maintenance Services Schedule
IV. Exhibit C - Hardware Warranty Services Schedule
The parties have executed this Agreement by their duly authorized representatives.
S.$-t:1b
Date
(/ \0
S. t'D, 0&
Date
SJz
Date
e..O/;t N5l:' L..
(1-'
Pitkin County, CO
Diebold Election Systems, Inc.
Page 1 of 10
Contract for Purchase of Goods
05/0212006
DEFINITIONS.
1.1 "DESI Hardware" means hardware manufactured by
DESI and delivered by DESI hereunder.
1.2 "DESI Soflware" means soflware and firmware owned
by DES I and licensed py DESI hereunder, in object code form,
including all documen*ion therefore.
1.3 "Effective Date" has the meaning set forth in the
Signature Page.
1.4 "Specificatpns" means descriptions and data regarding
the features, funclions and performance of the DESI Hardware
and/or DESI Soflware, as set forth in user manuals or other
applicable documentation.
1.5 "System" rj1eans, collectively, the DESI Soflware, DESI
Hardware and an~ Third-Party Products provided hereunder.
1.6 "Third-Partr Products" means any software or hardware
obtained from thir~-party manufacturers or distributors provided
by DESI hereund~r.
1.7 "Warranty Period" means the 12-month period beginning
on the Effective Date.
1.8 "Buyer" shall mean the Board of County Commissioners
of Pitkin County, as set forth in the Contract for Purchase of
Goods to which this Exhibit A is appended.
1.9 "DESI" sh~1I mean the "Vendor" identified in the Contract
for Purchase of G<I>ods to which this Exhibit A is appended.
2 TERM. This Agr,ement is effective as of the Effective Date,
unless earlier terminated ~nder Section 12. In the event of expiration or
termination the following dections will survive:
2.1 Exhibit B (~oflware Licenses and Maintenance Services
Schedule) and th~ terms and conditions specified therein will
survive any expir~tion or termination of this Agreement for the
duration of the Warranty Period and all applicable Soflware
Renewal Terms (~s defined in Exhibit B).
2.2 Exhibit C ~Hardware Warranty Services Schedule) and
the terms and cpnditions specified therein will survive any
expiration or termination of this Agreement for the duration of
the Warranty Pe~iods and all applicable Hardware Renewal
Terms (as defined! in Exhibit C).
2.3 Section 8 I(Payment) (to extent of any payments still
due) and 11 (~onfidential Information) will survive any
expiration or termination of this Agreement in accordance with
their respective telms.
2.4 In addition ~o the foregoing, terms of this Agreement that
do not survive et. piration or termination will nonetheless be
effective in deter ining the Parties' rights and obligations for
conduct or even s taking place before such expiration or
termination '
I
3 VENDOR'S RES~ONSIBILlTIES.
3.1 VENDOR ~hall provide the System and related services
specified in Exhibit A.
Pitkin County, CO
Diebold Election Systems, Inc.
Page 2 of 10
3.2 VENDOR shall deliver the components of the System at
such places and times as set forth in the project plan adopted
by the parties within 30 days after the Effective Date.
3.3 VENDOR shall provide the licenses, maintenance and
support specified in Exhibit B during the Warranty Period and
all Software Renewal Terms (as defined in Exhibit B).
3.4 VENDOR shall provide the hardware warranty services
specified in Exhibit C during the Warranty Period and All
Hardware Renewal Terms (as defined in Exhibit C).
3.5 VENDOR shall appoint a Buyer support representative,
who will serve as a first point of contact with Buyer, be
authorized to make day-to-day decisions relating to this
Agreement and have access to VENDOR-s management for
other decisions.
4
BUYER'S RESPONSIBILITIES.
4.1 Buyer shall provide VENDOR with physical
accommodations reasonably required for VENDOR to perform
its obligations, including premises access, electrical power,
data connectivity, heat and air conditioning.
4.2 Buyer shall provide information and access to personnel
reasonably required for VENDOR to perform its obligations.
4.3 Buyer shall appoint a project manager, who will serve as
a first point of contact with VENDOR, be authorized to make
day-to-day decisions relating to this Agreement and have
access to Buyer's authorized officials for other decisions.
GOODS.
5.1 Deliverv of Goods. Goods, together with all warranties,
guarantees, manuals, support information and notice of any
extended warranties, shall be delivered by Vendor to the Buyer
at the place specified on the first page (Signature Page) of this
document by the date established in the Payment Schedule
under Exhibit A.
5.2 Time is of the Essence. Vendor acknowledges that time
is of the essence for delivery of goods.
5.3 Acceotance of Goods. Delivery of goods shall be
complete only upon acceptance by Buyer. Buyer shall have
five business days for inspection of goods following delivery.
The goods shall be delivered to Buyer free and clear of any
liens, claims or encumbrances, and Vendor shall warrant the
same, which warranty shall survive closing of this contract
5.4 Reiection of Goods. If goods are not delivered
according to the specifications and descriptions of this contract,
Buyer may reject goods. Upon failure of Vendor to deliver
goods, Buyer may terminate this contract or declare Vendor to
be in default and pursue remedies contained in this contract
TESTING AND ACCEPTANCE.
6.1 Within thirty business days after installing System
components, VENDOR will commence unit testing under
protocols designed to confirm performance in compliance with
Specifications. Acceptance of units will occur on the earlier of
(a) Buyer's delivery of a written certificate of acceptance, or
!~
5
6
Contract for Purchase of Goods
05/0212006
(b) 30 days after the scheduled start of unit testing if testing is
prevented or delayed by Buyer's failure to meet obligations
under this Agreement.
No later than thirty (30) business days after System installation
is completed, VENDOR will conduct System testing under
protocols designed to confirm the System's performance in
compliance with all System Specifications. Acceptance of the
System will occur on the earliest of (a) Buyer's delivery of a
written certificate of System acceptance, (b) Buyer's use of the
System in a natiqnal election, (c) 30 days after the scheduled
start of System jesting if impeded or prevented by Buyer's
failure to respond ~r perform its obligations or (d) 120 days after
the scheduled st~rt of System testing, unless, before then,
Buyer has notifie~ VENDOR in writing of its intent to terminate
this Agreement * cause under Section 13. Buyer will not
withhold acceptqnce due to a failure to conform to
Specifications in !any immaterial respect, provided VENDOR
promptly delivers. remedial plan for such nonconformity.
7 TITLE AND RISK~OF LOSS OF VENDOR HARDWARE. At all
times prior to delivery a d Buyer's acceptance of the goods, Vendor
shall bear any and all ris of loss of or damage to the goods. During
such period, Vendor shall insure the goods for loss or damage in
amounts and under applopriate terms to ensure that it can fulfill its
obligations under this co~tract Title and risk of loss for each item of
DESI Hardware providedlby VENDOR under this Agreement will pass
to Buyer on delivery. If B~yer cannot take deliver at the agreed time or
site, VENDOR may deliver the DESI Hardware to a safe and secure
warehouse within Pitkin, County selected by VENDOR and such
delivery will be deemed made at the request and for the convenience
of Buyer. Upon such delivery, the DESI Hardware will be deemed in
Buyer's possession for p~rposes of passage of title and risk of loss.
However, delivery will ndt diminish any rights Buyer has pursuant to
this Agreement, includin~ rights to repairs and replacements under
applicable warranty and ~aintenance terms.
8 PAYMENT. Fulll payment shall occur in accordance with
Exhibit B, the Payment Sqhedule. In consideration of each as separate
milestone and payment ~ases: (1) delivery to and acceptance of the
goods by Buyer in acc)ordance with this contract; (2) successful
completion of Acceptancel Testing; (3) successful completion of Judges
Training; (4) successf~1 completion of Primary Election; and
(5) successful completion pf General Election. Buyer shall pay Vendor,
and Vendor agrees to aqcept as its full and only compensation, the
stated sum of $76.828.64~but any payment by the Buyer may be offset
by any amount the Ven or owes the Buyer for any reason. Buyer
hereby grants DESI a fi t priority security interest in the VENDOR
Hardware and any procee s thereof, effective until Buyer has fully paid
the amounts specified for ,he DESI Hardware in Exhibit B. Buyer shall
insure the System for its i full replacement value until the Total Initial
Investment is paid in full.
9 EXEMPTIONS. Alii purchases of construction or building or any
other materials for this co~tracl shall not include Federal Excise Taxes
or Colorado State or locali sales or use taxes. Pitkin County is exempt
from such taxes und~r registration numbers 98-02624 and
84-7BOOO-5K. Buyer sh,1I provide VENDOR with a tax exemption
certificate. i
Pitkin County, CO
Diebold Election Systems, Inc.
10 CONFIDENTIAL INFORMATION. Neither Party will use or
disclose the other Party's Confidential Information without the other
Party's prior written consent. "Confidential Information" means, as to
VENDOR, the DESI Software and, as to either Party, any information
designated as confidential by the Party when or before it is disclosed.
This paragraph does not apply to information (a) after it becomes
publicly known through no fault of the receiving Party, (b) already
rightfully in the receiving Party's possession when received,
(c) developed by the receiving Party without the use of the other
Party's Confidential Information or (d) required to be disclosed by law
so long as the other Party is given immediate notice of the request or
order that the information be disclosed and the fullest opportunity under
law to prevent or limit the disclosure. Each Party acknowledges that its
breach of this Section 11 may cause the other Party substantial and
irreparable harm for which the other Party would be entitled to
equitable relief in additional to any available legal remedies. Each
Party hereby waives any requirement to post bond or provide other
security as a condition to receiving such equitable relief.
11 WARRANTIES.
11.1. Deliverv of Warrantv. Upon delivery of the goods,
Vendor shall simultaneously tender to Buyer all warranties,
guarantees, manuals and other documents specified by the
contract documents or in possession of Vendor as defined in
Exhibits Band C.
11.2. Terms of Warrantv and Reoair.
11.2.1. Warrantv Duration. The Vendor hereby
warrants that for a period of 12 months after goods are
accepted, the following warranties will apply to all DESI
Software and DESI Hardware. Thereafter, such
warranties will apply to all DESI Software during all
Software Renewal Terms and to Warranted Hardware
(as defined in Exhibit C) during all Hardware Renewal
Terms.
11.2.2. DESI Software. DESI warrants that DESI
Software will perform free of defects that would prevent
the System from operating in conformity in all material
respects with its Specifications, so long as such DESI
Software is operated with DESI Hardware and with
Third-Party Products approved by VENDOR for use with
the DESI Software.
11.2.3. DESI Hardware. VENDOR warrants that the
DESI Hardware will perform free of defects that would
prevent the System from operating in conformity in all
material respects with its Specifications, so long as such
DESI Hardware is operated with DESI Software and
with Third-Party Products approved by VENDOR for use
with the DESI Hardware.
Vendor will, at Vendor's own expense, without any cost
to the Buyer, replace all defective parts and make any
repairs to the goods that may be required or made
necessary by reason of defective material or
workmanship to exclude services specifically called out
in Section 3.2 not defined as warranted items. Where
practicable, warranty repairs are to be made in the field;
/~
Page 3 of 10
Contract for Purchase of Goods
05/0212006
however, in the event of major repairs, the goods may
be transported to Vendor's facility at a cost of that above
ground transportation should expedited transportation
be requested by the Buyer, to the Buyer as specified in
Exhibit C.
11.3. Ex1ended Hardware Warranties. In, addition to the
above, in accordance with the provisions under Exhibit C the
Buyer may avail itself of the Vendor's Hardware standard
and/or ex1ended warranties. The Vendor shall offer to the
Buyer any ex1end~d warranties, which may be available from
the manufacturer iat the time of delivery, or any subsequent
extended warranti~s, for which the Buyer may be eligible, which
become available ithereafter. The Buyer is under no obligation
to accept and p~ for these Hardware Extended Warranties
however.
11.4. Third-Pari\( Products. The warranties in Sections 11.2
and 11.3 do not apply to any Third-Party Products, except that:
11.4.1. 10 the extent permitted by the manufacturers
of Third.P~rty Products, VENDOR shall pass through to
Buyer all i warranties such manufacturers make to
VENDOR ~egarding the operation of such Third-Party
Products; !\nd
11.4.2. VENDOR warrants that all components of the
DESI Soft'jVare and DESI Hardware will interface and
function prPperly with the Third-Party Products so long
as such THird-Party Products operate in compliance with
all applicable manufacturers' warranties.
11.5. No Other Warranties. VENDOR DISCLAIMS ALL
OTHER REP ESENTATIONS AND WARRANTIES,
WHETHER WRI EN, ORAL, EXPRESS, IMPLIED OR
STATUTORY, ilNCLUDING ANY WARRANTY OF
MERCHANTABILln-Y OR FITNESS FOR A PARTICULAR
PURPOSE AND ANY WARRANTY BASED ON A COURSE OF
DEALING, COURSE OF PERFORMANCE OR USAGE OF
TRADE.
12. TERMINATION.
12.1 Terminatior Prior to Exoiration of Contract Term.
Parties each has: the right to terminate this contract, with or
without cause, by:giving written notice of such termination and
specifying the eff~ctive date thereof subject to Section 2 Term.
Any documentabl~ cost incurred to the date of termination
effective date are ~ue at presentation invoice.
12.2 Terminatio for Cause. If either Party materially
breaches this Agr ement and does not cure the breach within
30 days after rec iving written notice of the breach from the
non-breaching pdrty, the non-breaching Party may terminate
this Agreement a~ of a termination date specified in that notice
or a subsequent ~otice delivered within such 30-day period. If
the breach cannbt be completely cured within the 30-day
period, no defaUI~Will occur if the Party receiving the notice
begins curative a ion within the 30-day period and thereafter
proceeds with dili ence and in good faith to cure the breach as
soon as practicabl .
Pitkin County, CO
Diebold Election Systems, Inc.
13. BUYER'S REMEDIES UPON DEFAULT OF VENDOR.
Whenever Vendor shall default in performance of this contract in
accordance with its terms, Buyer shall be entitled to suit for damages,
specific performance or other relief in law or equity subject to
opportunity to cure in Section 12.2.
14. ASSIGNABILITY. This contract is not assignable by either
party. Any use of subcontractors by the Vendor for performance of this
contract must be accepted in writing by the Buyer.
15. SEVERABILITY. In the event that any provision of this contract
shall be held to be invalid or unenforceable, the remaining provisions of
this contract shall remain valid and binding upon the parties hereto.
16. INTEGRATION, MODIFICATION AND INTERPRETATION. This
contract, including all Exhibits, represents the entire and integrated
contract between the Buyer and Vendor and supersedes all prior
negotiations, representations, or contract, either written or oral. This
contract may be amended only by written contract signed by both the
Buyer and Vendor. In the event of any conflict between these Terms of
Conditions and any provisions set forth in any other part of this
Agreement, these Terms and Conditions will prevail. The word
"include" (or any of its derivatives) is deemed to be followed in all
contex1s by the words "without limitations." Headings are included for
convenience and will be ignored in interpreting this Agreement
17, CONTRACT MADE IN COLORADO. The parties agree that this
contract was made in accordance with the laws of the State of
Colorado and shall be so construed. Venue is agreed to be exclusively
in the courts of Pitkin County, Colorado, subject to the provisions of
parag raph 13.
18. ATTORNEY'S FEES. In the event that legal action is necessary
to enforce any of the provisions of this contract beyond the arbitration
described in Paragraph 13, the substantially prevailing party shall be
entitled to its costs and reasonable attomey's fees.
19. LIMITATION OF LIABILITY. VENDOR will not be liable for
damages arising out of this Agreement unless caused by VENDOR's
gross negligence or willful misconduct. VENDOR will not be liable
under this Agreement for (1) consequential, special, punitive or
incidental damages or (2) compensatory damages in excess of the
total of all amounts payable under this Agreement during the 12-month
period preceding the event or events giving rise to liability.
20. INDEMNIFICATION.
20.1. If notified promptly in writing of any action brought
against Buyer alleging that Buyer's use of the DESI Software or
DESI Hardware infringes on United State patent, copyright or
trademark ("Claim"), VENDOR will defend the Claim at its
expense and pay any costs and damages awarded against
Buyer; provided that VENDOR has sole control of the Buyer's
reasonable cooperation in the defense or settlement of the
Claim. This indemnity will not apply to Claims arising from use
of the DESI Software outside the scope of the license granted
to Buyer, use of the DESI Software or DES I Hardware in
combination with Third-Party Products (other than those
approved by VENDOR or set forth in the Specifications) or
modification of the DESI Software or DESI Hardware not
performed or provided by VENDOR, to the extent such use,
combination or modification is the cause of such Claim. r
/7
Page 4 of 10
Contract for Purchase of Goods
05/0212006
20.2. If a Claim results in an injunction against Buyer's use of
any component of DESI Software or DESI Hardware, or if
VENDOR reasonably anticipates such an injunction, VENDOR
will procure for Buyer the right to continue using the component,
replace the component or modify the component to avoid the
Claim while retaining substantially the same functionality.
20.3. Buyer shall be responsible for any expenses or
damages arising from a third-party patent, copyright or
trademark infringement claim arising from VENDOR's
compliance with i Buyer's specific designs or instructions.
Vendor acknowle~ges Buyer's position that under Colorado
law, Buyer cannot indemnify Vendor, however, to the extent
permitted by Color~do law, each Party shall indemnify the other
Party from third-~arty claims for injury, death or property
damage based on'lthe other Party's alleged gross negligence or
willful misconduct
21. CURRENT YEAR i OBLIGATIONS. The parties acknowledge
and agree that any payments provided for hereunder or requirements
for future appropriation~ shall constitute only currently budgeted
expenditures of Pitkin Cdunty as Buyer. Pitkin County's obligations
under this contract are su~ject to Pitkin County's annual right to budget
and appropriate the suma necessary to provide the services set forth
herein. No provisions of the contract shall constitute a mandatory
charge or requirement irl any ensuing fiscal year beyond the then
current fiscal year of Pitkih County. No provision of the contract shall
be construed or interprelEld as creating a multiple-fiscal year direct or
indirect debt or other financial obligation of Pitkin County within the
meaning of any constitutional or statutory debt limitation. This contract
shall not directly or indirectly obligate Pitkin County to make any
payments beyond those lIPpropriated for Pitkin County's then current
fiscal year. No provisionsi of this contract shall be construed to pledge
or create a lien on any cl4ss or source of Pitkin County's moneys, nor
shall any provision of this Icontract restrict the future issuance of Pitkin
Pitkin County, CO
Diebold Election Systems, Inc.
County's bonds or any obligations payable from any class or source of
Pitkin County's money.
22. FORCE MAJEURE. VENDOR's obligations hereunder will be
suspended so long as compliance is impeded or prevented by causes
beyond VENDOR's reasonable control, which may include acts of God,
embargoes, acts of war (including terrorist attacks,), labor disturbances
and acts of regulations of governmental entities.
23. MISCEllANEOUS.
23.1. Assionment Neither Party may assign any rights or
delegate any obligations under the Agreement without the prior
written consent of the other Party; provided that VENDOR may
subcontract Services upon 30 days' prior written notice to
Buyer. Any attempted assignment or delegation in violation of
this Section 14.1 will be null and void.
23.2. Counteroarts. This Agreement may be executed in
counterparts, each of which will be deemed an original but all of
which together will constitute and the same instrument
23.3. Waiver. No waiver or failure of a party to assert any
right under this Agreement on anyone occasion will operate as
a waiver of any other right on that occasion or any right on any
other occasion.
24. NOTICE. Any written notice required by this contract shall be
deemed delivered through any of the following: (1) hand
delivery to the person at the address below; (2) delivery by
facsimile with confirmation of receipt to the fax number below;
(3) within three (3) days of being sent certified first class mail,
postage prepaid, return receipt requested; or (4) sent by
nationally recognized courier to the address shown on the
Signature Page.
/&
Page 5 of 10
Contract for Purchase of Goods
05102/2006
EXHIBIT A
PRICING AND PAYMENT SCHEDULE
Pitkin County, Colorado
Diebold Election Systems, Inc.
11 AccuVote Touch Screens with Receipt Printers
ITEM QTY DESCRIPTION UNIT PRICE EXTENTION
Electronic Ballot Tabulators
1 11 AccuVote-TSX Tabulator Includes: $3,150.00 $34,650.00
i Printer Ribbon/Paper; Internal Battery;
InteQrated VotinQ Booth; Memory Device, v. 4.6,4
2 11 ccuVote-TSX AVPM (Voter Verifiable Printer) $350.00 $3,850.00
3 11 ccuVote-TSX AVPM Carrvina Case $85.00 $935.00
4 11 DA Keypad and Audio Headset $150.00 $1 650.00
Total Electronic Ballot Tabulators EQuip: $41 085.00
SUDDlies
5 5 AccuVote-TSX Election Administrator Card $5.00 $25.00
6 11 hlccuVote- TSX Precinct Supervisor Card $5.00 $55.00
7 5 hlccuVote- TSX Election Securitv Kev Card $5.00 $25.00
8 44 ccuVote-TSX Voter Cards 14 oer unit} $2.95 $129.80
9 11 Bpare AccuVote-TSX Memorv Device $135.00 $1,485.00
10 11 !)pare Paper Rolls $1.90 $20.90
11 11 Bpare Security Canisters $15.00 $165.00
12 0 Narehouse Carts $350.00 $0.00
13 22 'Voter Card Encoders, v. 1.3.2 $395.00 $8,690.00
14 0 lpSAA accumulator (accumulator OS and TS totals in Precinct - Pending $75.00 $0.00
$tate Certification)
Total Supplies: $10,595.70
Vote Countina Application Soft/Hardware
15 1 IEnhanced Security Application (Kev Card Tool) v. 4.6.1 $10,000.00 $10,000.00
16 1 Voter Registration Interface for Vote Centers and EV VotinQ $1,500.00 $1,500.00
17 1 V VC ProQrammer Software, v 4.6.1 $5,000.00 $5,000.00
18 2 arlv Votina Voter Card Device $150.00 $300.00
19 11 ccuVote-TSX Application Software v. 4.6,4 $100.00 $1,100.00
20 1 thernet Hub $150.00 $150.00
Total Vote CountinQ Soft/Hardware: $18 050.00
Installation and SUDDort Services.
21 cceptance TestinQ of Equipment (on-site)
22 taff TraininQ (on-site)
23 006 Election Support (2 elections) includes:
-f On-Site LOQic & Accuracv Testing, Preparation Support
-i Ballot ProQramminQ Services
-. Poll worker TraininQ Assistance
-, GEMS refresher
Total Installation and Support Services: $27 450.00
SUBTOTAL: $97180.70
24 Allowance ($21,677.Q7
25 Shipping/Insurance $875.00
26 Performance Bond $450.00
SYSTEM TOTAL: $76 828.64
i
27 Jaravel Expenses to be reimbursed at actual rates, subject to applicable
aily maximum rates.
11
Pitkin County, CO
Diebold Election Systems, Inc.
Page 6 of 10
Contract for Purchase of Goods
05/0212006
Recurring Fees
(After Warranty Period)
ITEM QTY DESCRIPTION UNIT PRICE EXTENTION
Warranties and License Fees
28 11 Initial 12-month warranty ITS olus AVPMl included Included
29 11 Annual cost of TS extended warranty $95,00 $1,045.00
30 11 Annual cost of AVPM extended warranty $25,00 $275.00
31 11 Annual cost of TS software aoolication license $5.00 $55.00
32 1 Annual maintenance of Key Card Tool software license $1,800.00 $1,800.00
33 1 Annual maintenance of VC Proarammer software license $900.00 $900.00
34 1 ....nnual cost of GEMS software aoolication license $6,300.00 $6,300.00
35 20 Annual cost of AVOS extended warranty $150.00 $3,000.00
36 20 Annual maintenance of AVOS aoolication license $5.00 $100.00
Total Annual Warranties and License: $13 475.00
Note: I ~xtended warranties can be purchased in advance and pro-rated to coincide with a
$alendar year. All Unit fees are subject to annual increase and any increase wilt be
~ommunicated in writing at least 30 days prior to expiration of warranty or license peri
Payment ·
Description of Mi'estone
Delivery
Acceptance T esti g Successfully Completed
Judges Training S ccessfully Completed
Primary Election uccessfully Completed
General Election ~uccessfully Completed
Estimated Date
May 17, 2006
Payment Due
25%
25%
20%
20%
10%
100%
August 9, 2006
November 8, 2006
Total:
'Late payments acarue interest at the lesser of 1.5% per month or the hi9hest rate permitted by law.
Pitkin County, CO
Diebold Election Systems, Inc.
Page 7 of 10
Amount Due
$19,207,16
$19,207.16
$15,365.72
$15.365.72
$7,682.88
$76,838.84
/1
Contract for Purchase of Goods
05/0212006
EXHIBIT B
SOFTWARE LICENSE AND MAINTENANCE SERVICES SCHEDULE
1. EXHIBIT B TERM. This Exhibit B is effective as of the Effective
Date and, if not extended as provided herein, expires on the last day of
the Warranty Period. Buyer may thereafter extend the effectiveness of
this Exhibit B for up to 20 successive one-year renewal periods (each,
a "Software Renewal Term") by paying, for each Software Renewal
Term, the Annual Softwa~ License and Maintenance Fee set forth in
Exhibit B of the Agreem~nt at least 30 days before such Software
Renewal Term begins. the period during which this Exhibit B is in
effect is referred to herein ias the "Exhibit B Term." On expiration of the
Exhibit B Term (a) th~ licenses granted in this Exhibit B will
automatically terminate, ( ) Buyer shall cease any further use of the
DESI Software and (c VENDOR may cease pertorming the
maintenance services set lorth in this Exhibit B.
2. PAYMENT. The total Initial Investment specified in Exhibit B
of the Agreement includ~s payment in full based on the payment
schedule outline, and f~r the Warranty Period, for the licenses,
maintenance and suppo~ described in this Exhibit B. Each Annual
Software License and Maihtenance Fee constitutes payment in full, for
the duration of the ap~licable Software Renewal Term, for the
Licenses, maintenance anp support described in this Exhibit B.
3. LICENSE TO DEal SOFTWARE. Subject to the terms of this
Exhibit B and the Agreem~nt, VENDOR grants Buyer a non-exclusive
license, without the right \0 transfer or sublicense, to use, during the
Exhibit B Term, for the purpose of preparing for and conducting federal,
state or local elections, nun-offs, referenda and other similar voting
events that take place within Pitkin County, the numbers of copies
specified in Exhibit B ofl the DESI Software applications identified
therein. This license may! be exercised by Buyer Officials, employees
and volunteers authorized by Buyer to conduct the above-described
elections.
4. THIRD-PARTY pIIIODUCT. Subject to the terms of this
Exhibit B and the Agree~ent. VENDOR agrees to sublicense any
software that constitutes pr is contained in Third-Party Products, in
object code form only, to 13uyer for use during the Exhibit B Term as
part of the System for tHe purposes described in Section 3 of this
Exhibit B. This sublicehse is conditioned on Buyer's continued
compliance with the term~ and conditions of the end-user licenses
contained on or in the medIa on which such software is provided.
I
5. NO OTHER LICENSE. Other than as expressly set torth in this
Exhibit B, (a) VENDOR gr~nts no licenses, expressly or by implication,
and (b) VENDOR's ent~ring into and performing the Agreement
(including this Exhibit B) Will not be deemed to license or assign any
intellectual property rightsi of VENDOR to Buyer or any third party.
Without limiting the foregoihg sentence, Buyer agrees to use each copy
of the AccuVote-TSX firmfare, or AccuVote-OS firmware, only on the
AccuVote-TSX unit, or A cuVote-OS unit, with which the copy is
supplied, agrees not to us any DESI Software as a service bureau for
elections outside Pitkin C unty and agrees not to reverse engineer or
otherwise attempt to deriv~ the source code of any DESI Software.
Pitkin County, CO
Diebold Election Systems, Inc.
6. DESI SOFTWARE MAINTENANCE.
6.1. During the Exhibit B Term, VENDOR shall maintain the
DESI Software so that it operates in conformity at all times with
the warranties set forth in the Agreement VENDOR shall
correct any reproducible error affecting the DES I Software.
Suspected error conditions will be investigated and corrected by
VENDOR personnel at the VENDOR office to the extent
possible. Repair or replacement under this Exhibit B will be the
exclusive remedy of Buyer for any defects in the operation of
the DESI Software.
6.2. If a problem cannot be resolved using remote
diagnostics, upon Buyer's prior authorization, VENDOR will
send a specialist to the Buyer's premises under the following
terms:
6.2.1. If the problem lies solely with DESI Software,
VENDOR is responsible for all expenses associated
with the resolution of the problem, provided that Buyer
has incorporated all error corrections or changes to the
DESI Software within ten days after receiving them from
VENDOR.
6.2.2. If the problem is due to acts or omissions by
Buyer or a third party, including by the failure to
incorporate all error corrections or changes in a timely
manner, Buyer is responsible for all fees and expenses
at VENDOR's then-current consulting service rate.
Such problems include those that arise from the failure
of Third-Party Products, installation of the DESI
Software on hardware that was not approved by
VENDOR, or improper use of the DESI Software or the
hardware upon which it is installed.
6.3. As is reasonably necessary for VENDOR to provide
maintenance and support, Buyer shall provide access to its
personnel and premises, be responsible for maintaining all
necessary computer hardware (other than Warranted
Hardware), communications equipment, telephone lines,
cabling and modems, and make available paper, disk packs
and other similar supplies.
7. ENHANCEMENTS AND UPGRADES. During the Exhibit B
Term, VENDOR shall provide Enhancements and Upgrades (each as
defined below) to Buyer under the following terms and conditions.
7.1. VENDOR may provide Buyer with unsolicited error
corrections or changes to the DESI Software that VENDOR
determines from time to time are necessary for proper operation
of the System ("Enhancements")
7.2. VENDOR may release DESI Software improvements
that add to or change the functionality characterizing the DESI
Software as of the Effective DATE ("Upgrades"). Upgrades do
not include later released versions of the DESI Software with a
higher version number.
;q
Page 8 ot 10
Contract for Purchase of Goods
05/0212006
7.3. Buyer shall incorporate each Enhancement and
Upgrade within ten days after receipt of VENDOR, unless
VENDOR consents in writing to a delay in such incorporation.
Each Enhancement and Upgrade will be, from and after deliver
to Buyer, licensed to Buyer under this Exhibit B and treated for
all purposes as part of the VENDOR Software.
7.4. Notwithstanding any term of this Exhibit B to the
contrary, VENDOR shall not provide, and shall not be obligated
to provide, under this Exhibit B any Update, Enhancement or
other software or firmware that has not been fully certified under
any and all applicable provisions of the election laws and
regulations of Pitkin County and the Colorado Secretary of
State.
Pitkin County, CO
Diebold Election Systems, Inc.
8. INCORPORATION OF PROVISIONS SURVIVING
EXPIRATION OR TERMINATION OF TERM. Effective upon
expiration or termination of the Term of the Agreement, Sections 1 an 8
through 14 of the Agreement will be incorporated in this Exhibit B as if
fully set for herein, and will survive such expiration or termination
(along with those specified in Section 2.3 of the Agreement) for the
reminder of the Exhibit B Term.
9-0
Page 9 of 10
Contract for Purchase of Goods
05/0212006
EXHIBIT C
HARDWARE WARRANTY SERVICES SCHEDULE
1. EXHIBIT C TERM. This Exhibit C is effective as of the Effective
Date and, if not extended as provided herein, expires on the last day of
the Warranty Period. Buyer may thereafter extend the effectiveness of
this Exhibit C for up to 20 successive one-year renewal periods (each,
a "Hardware Renewal Term") by paying, for each Hardware Renewal
Term, the Annual Exte~ded hardware Warranty Fee set forth in
Exhibit B of the Agreem nt at least 30 days before such Hardware
Renewal Term begins. he period during which this Exhibit C is in
effect is referred to hereinlas the "Exhibit C Term."
2. PAYMENT. The total Initial Investment specified in Exhibit B
of the Agreement includ~s payment in full based on the payment
schedule outline, and for the Warranty Period, for the hardware
warranty services described in this Exhibit C. Each Annual Extended
Hardware Warranty Fee constitutes payment in full for the hardware
warranty services described in this Exhibit C for the duration of the
applicable Hardware Ren~wal Term.
3. WARRANTED H~RDWARE
3.1. During the iExhibit C Term, VENDOR shall maintain the
items of DESI Hardware identified in Exhibit B and any other
items of DESI Hardware for which Buyer purchases extended
warranty services iunder this Exhibit C (collectively, "Warranted
Hardware"), so th$t they operate in conformity at all times with
the warranties sel forth in the Agreement If any item of the
Warranted Hardware fails during the Exhibit C Term to operate
in conformity withl the warranties set forth in the Agreement,
VENDOR shall fully repair or, at VENDOR's option, replace the
Warranted Hardware. The following conditions apply:
3.1.1. Bu~er shall bear the shipping costs to retum the
malfunctio~ing item of Warranted Hardware to VENDOR
and VENqOR shall bear the costs for round-shipping
the repaire~ or replaced item of Warranted Hardware to
Buyer. S~ipping costs are based on ground service
rates. If fa~ter shipping service is required, the shipping
costs shall ibe at the Buyer's expense.
3.1.2. Buyer may request on-site support services. If
VENDOR ~grees to provide on-site support services,
such servi~es will be provided on a time and material
basis.
Pitkin County, CO
Diebold Election Systems, Inc.
3.1.3. In special or unusual circumstances, Buyer may
request to borrow a hardware unit that can serve as a
temporary replacement for the malfunctioning item of
Warranted Hardware ("Loaner"). VENDOR may, at its
discretion, provide a Loaner for Buyer to use for election
activity until the covered item is repaired or replaced.
VENDOR and Buyer shall agree in advance on the fee
for the use of the Loaner.
3.2. For the avoidance of doubt, the following services are
among those not covered by the payments identified in
Section 2 above, and are available at VENDOR's then current
time and material rates.
3.2.1. The replacement of consumable items such as
batteries, paper rolls, ribbons, clock chips, smart cards,
floppy disks, and disks on chips.
3.2.2. The repair or replacement of Warranted
Hardware damaged by accident, abuse, neglect,
improper usage or as a result of service modification by
anyone other than VENDOR and its authorized service
representatives.
3.2.3. The repair, refitting or replacement of any DESI
Hardware to comply with the changes in any applicable
laws or regulations becoming effective after acceptance
of such Hardware.
4. GAPS IN WARRANTY COVERAGE. Buyer may purchase
extended hardware warranty services under this Exhibit C for items of
DESI Hardware for which coverage has lapsed. In such case, in
addition to payment of the applicable Annual Extended Hardware
Warranty Fee, Buyer will pay at VENDOR's then current time and
material rates for inspections and repairs required to bring the times of
DESI Hardware up to warranty-level standards.
5. INCORPORATION OF PROVISIONS SURVIVING
EXPIRATION OR TERMINATION OF TERM. Effective upon
expiration or termination of the Term of the Agreement, Section 1 and B
through 14 of the Agreement will be incorporated in this Exhibit C as if
fully set forth herein, and will survive such expiration or termination
(along with those specified in Section 2.3 of the Agreement) for the
remainder of the Exhibit C Term.
~(
Page 10 of 10
Contract for Purchase of Goods
05/02/2006
EXHIBIT A.1
STATE OF COLORADO
Department of State
Gigi Dennis
Secretary of State
John Gardner
Voting System Specialist
1700 Broadway, Suite 270
Denver, CO 80290
May 2, 2006
Pitkin County Elections Division
Attn: Han. Janice Vos Caudile
530 E. Main St. #101
Aspen, ,CO 81611
Dear Ms. Vos Caudile:
Thank you for submitting your contract to our office for purchase of a HA VA Section 301
compliant voting system. Our office has examined your contract and found the equipment to be
satisfactory in quantity to meeting HA VA Requirements, and has been certified for use in the
State by this office.
Through this letter we are notifying you that your contract with Diebold Election Systems, Dated
May 2nd 2006 which includes 11 voting devices/booth units with a voter-verifiable paper audit
trail (V-VPAT) ADA accessible add on components is approved for execution.
If there are any additional questions or concerns, please don't hesitate to contact me directly.
Sincerely, .
c:-
d-<-
--
John Gardner
Voting Systems Specialist
Colorado Department of State
1700 Broadway, Ste 270
Denver, CO 80290
Office: 303.894.2200 ext. 6318
Fax: 303.869.4861
Main Number
TDD
Fax - Administration
(303) 894-2200
(303) 869-4867
(303) 869-4861
Web Site
E-mail
WIN'IN.sos.state.CQ.us
john.gardner@Sos.state.co.us
9?--
Pitkin County
MEMORANDUM
TO:
File
Clerk~
530 E. Main Street # I 0 I Aspen. Colorado 81611 (970) 920-5 180 fax (970) 920-5196
FROM:
Janice K. Vos Caudill, Pitkin County ~lerk and Recorder
Bryce A. Buttermore, Elections Deputy
RE:
DRE EQUIPMENT
(Federally Mandated ADA Compliant Voting Equipment)
DATE:
March 21, 2006
SOLE SOURCE PROCUREMENT
A contract may be awarded for a property, service, or construction item without competition when the
authorized procurement officer and the County Manager or his/her designee determines in writing that there is
only one acceptable source for the required property, service, or construction item. The County Manager's
approval must be obtained in advance of any sole source project/purchase. Pitkin County Procurement Code
Section 3-104.
Description of Project/Pnrchase: In 2002 F ederallegislation was passed requiring all United States voting
centers/polling places to be equipped with ADA compliant voting equipment by January 1, 2006, or by the first
election in said year.
The purchase of ADA compliant voting equipment will ensure that Pitkin County is in compliance with Federal
,
mandates, avoiding litigation with the Department of Justice and associated interest groups.
Bndget: $4.878.64
"
$71,950.00
The above amount secures the acquisition of ten (10) polling place touch screen voting machines,
one (1) early voting touch screen voting machine, equipment, supplies, software, hardware, installation,
training, headsets and keypads for visually impaired, etc.
Revenue:
Secretary of State aillocated funds (12/29/05):
Expenditures:
11 Touch screen voting terminals:
Touch screen E1uipment & Supplies:
Application Software & Hardware:
Installation Services & Training:
Shipping/lnsurapce & Bond Performance:
Less Diebold Allo,*-,ance:
. .
TOTAL COST OF:EQUIPMENT:
NET PROGRAM COST:
$41,085.00
10,595.70
18,050.00
27,450.00
1,325.00
-21,677.07
$76,828.64
~.~
$4.878.64
Reason for Sole Source: In 2001, Pitkin County purchased 13 Diebold Accuvote voting systems, ballot boxes,
software, and hardware in conjunction with the City of Aspen and the Township of Snowmass Village. By
purchasing Diebold DRE's,Pitkin County is able to utilize existing software, hardware and ~aintain one .
programming system rather than two different programming systems. In addition, the purchase of Diebold
DRE's is approximately $60,000 less than the next cost effective vendor. Diebold may not offer features that
other vendors may offer, but based on cost versus ease of usability for' staff/election judges, Diebold DRE's is
the obvious choice for Pitkin County to purchase.
Contractors Contacted: Four vendors are capable of providing ADA compliant voting equipment to Colorado
Counties. In early March 2006, the Colorado Secretary of State announced, for both Federal and State
certification requir~ments, the approval of Diebold, Hart and Sequoia voting equipment. ES&S voting
equipment is still irl the testing process with the Colorado Secretary of State Office.
Three Vendors -- Diebold, Hart and Sequoia -- have submitted bids, and quotes are as follows:
Diebold $85,404.
Hart $147,772
Sequoia $17<j) ,855
* All prices quoted above include the second ye~r license and maintenance fees.
~.,...---.,
) ice K. Vos Cauclill
./ Itkin County Clerk and Recorder
I-hz
Hilary
Pitkin
'il(