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Doc 267 - Svcs Agrmt - Clerk Envelope Sorter
Deschutes County Board of Commissioners 1300 NW Wall St., Suite 200, Bend, OR 97701-1960 (541) 388-6570 -Fax (541) 385-3202 -www.deschutes.org AGENDA REQUEST & STAFF REPORT For Board Business Meeting of June 24, 2013 DATE: June 14, 2013. FROM: Nancy Blankenship. Clerk 388-6544 TITLE OF AGENDA ITEM: "Consideration of Board Signature of Document No. 2013-267, Bell Howell, personal services contract for County Clerk Envelope Sorter Equipment". PUBLIC HEARING ON THIS DATE? NO. BACKGROUND AND POLICY IMPLICATIONS: On Election Day expectations are high. By 8 pm or within hours thereof an apparent winner will be determined. Although those results are important, the process followed to ensure accuracy, compliance, fairness and transparency are paramount. Methods to accomplish both are a constant topic of discussion among Oregon election officials. Other states had integrated envelope sorter equipment into the election process to move ballots more quickly through specific activities and Oregon was watching. Envelope sorter equipment provides a means of reducing the time it takes to receive ballots, verify signatures and sort the ballots into precincts for an election board to inspect. The process was investigated and researched before it was decided that State Elections would pursue an invitation to bid for this equipment for the seven largest counties in the state. The equipment would also be required to integrate with the statewide voter registration system. In late 2010, the Secretary of State, Election Division, prepared an Invitation to Bid for sorters. Sorters are equipment that can sort envelopes as seen in your typical mail house operation using predetermined patterns or schemes, such as, in our case, precincts. They are also capable of capturing images to verify signatures and could, if permitted by law in the future, conduct first level signature verification as is currently performed in other states. By February 2011, State Elections presented the response from Bell & Howell to the counties for consideration. Four counties moved forward with the opportunity: Deschutes, Lane, Multnomah and Washington. Oregon State Elections, through Help America Vote Act (HAVA) funds, purchased individual sorters for the bid price of$174,995 each. State Elections also paid the hardware and software maintenance fees for the first year and one-half, ending December 2012. Counties would be responsible for maintenance costs beginning January 2013. The counties negotiated a contract with Bell and Howell for subsequent years' hardware and software maintenance. The counties worked together to develop consistent contract language. The attached contract except for some county specific issues like maintenance costs and response times are uniform. Deschutes County's yearly maintenance cost is outlined in the attached contract. The advantage of incorporating the envelope sorter into our election process is to increase efficiencies in processing returned ballots. The signature verification process using the sorter is almost three-times faster than the manual process; 800 -900 versus 300-350 signatures per hour. Sorting ballots by precinct using the sorter is approximately two times faster than the manual process. If legislation were adopted in the future to automate first level review of signatures using the sorter, additional cost savings would be realized. FISCAL IMPLICATIONS: The expenditure for the maintenance fee has been budgeted for FY 2013 and requested for FY 2014. Annual maintenance fees are listed in the agreement. RECOMMENDATION & ACTION REQUESTED: Move approval of Board Signature of Document No. 2013-267, Bell Howell, personal services contract for County Clerk Envelope Sorter Equipment. ATTENDANCE: Nancy Blankenship, County Cler1\: DISTRIBUTION OF DOCUMENTS: Return both originals copies to Nancy Blankenship, Deschutes County Clerk. ! DESCHUTES COUNTY DOCUMENT SUMMARY J (NOTE: This form is required to be submitted with ALL contracts and other agreements, regardless of whether the document is to be J on a Board agenda or can be signed by the County Administrator or Department Director. If the document is to be on a Board agenda, the Agenda Request Form is also required. If this form is not included with the document, the document will be returned to the Department. Please submit documents to the Board Secretary for tracking purposes, and not directly to Legal Counsel, the County Administrator or the Commissioners. In addition to submitting this form with your documents, please submit this form I electronically to the Board Secretary.) I Please complete all sections above the Official Review line. l Date: 15-21-20131 Department: ICler~ I I i Contractor/Supplier/Consultant Name: Bell & Howell Contractor Contact: Michael J Journi an Contractor Phone #: 1919.767.77071 Type of Document: Service agreement. I Goods and/or Services: Bell Howell, personal services contract for County Clerk Envelope Sorter Equipment. Secretary of State paid maintenance agreement fees I between 7-1-2011 through 12-31-2012; Deschutes County would be responsible for I maintenance fees from 1-1-2013 through 12-31-2017. i I Background & History: See attached page. 1! Agreement Starting Date: if-1-2011 Ending Date: 112-31-20171 Annual Value or Total Payment: 141,770 total amount for five Iservices can be purchased as detailed in contract.. Check all that apply: ~ RFP, Solicitation or Bid Process D Informal quotes «$150K) D Exempt from RFP, Solicitation or Bid Process (specify -see DCC §2.37) Funding Source: (Included in current budget? [8J Yes D No If No, has budget amendment been submitted? DYes D No Is this a Grant Agreement providing revenue to the County? Special conditions attached to this grant: Deadlines for reporting to the grantor: DYes [8J No 6/13/2013 If a new FTE will be hired with grant funds, confirm that Personnel has been notified that it is a grant-funded position so that this will be noted in the offer letter: DYes D No Contact information for the person responsible for grant compliance: Name: Phone #: ,-I_---' Departmental Contact and Title: Nancy Blankenship Phone #: 541-388-6544 ~ Department Director Approval: ----"''--I'---'':-t''=-----:7'+-- SiQJl8ture Date Distribution of Document: Who gets the original document and/or copies after it has been Signed? Include complete information if the document is to be mailed. Official Review: County Signature Required (check one):~BOCC D Department Director (if <$25K) D Administrator (if >"$25K bU':-<$1"50K; if >$150K, BOee Order ~ ) Legal Review eXAu.MY'Z-. 6..~ate ~0n /J::5 Document Number W .-2tiJ 1 6113/2013 bell ~, howell MASTER EQUIPMENT SERVICE AND SOFTWARE SUPPORT AGREEMENT THIS MASTER EQUIPMENT SERVICE AND SOFTW,ll.RE SUPPORT AGREEMENT, with all attached Exhibits (the "Agreement) :s made and entered into as of the 1st day of July, 2011 ("Effective Date") by and between State of Oregon-County of Deschutes with an address located at 1300 NW Wall St., Bend, OR 97701 ("Customer"), and Bell and Howell. LLC, a Delaware Limited Liability Company with an address located at 3791 South Alston Avenue, Durham, North Carolina 27713 ("BH"). Article 1 -Description of Services rates set forth ill the LTRP (as hereinafter defined) provide support services to perform any of the above listed limitations, As used 1.1 Schedules. Maintenance and support services selected by herein, the term, "overhaui" means repairs above and beyond Customer will be identified in an Equipment Service and Software replacement ahgnment, or adjustment of indiVidual components of Support Schedule (the "Schedule"), which by this reference is made the EqUipment, or the airgnment and adjustment only of the a part hereof Each Schedule shail be Signed by Customer and BH EqUipment as a whole, in order to nlaintain performance and shall constitute a separate agreement which incorporates the expectations ,f BH has already performed such services and within terms and provisions of this Agreement. Each piece of equipment ninety (90) days of the performance of such services, BH and any so~ware covered under tile terms of this Agreement shall deterrnlnes that the need for such services was the result of one of be listed on a Schedule and shall be referred to respectively as the the limitations set forth above, then BH may charge Customer at "Equipment" or the "Software'. "Equipment" shall refer to the rates set forth in the Labor and Travel Rates Policy (as Equipment individually and collectively and "Software" shall refer to hereinafter defined) for those services. Software individually and collectively. If software (including software embedded in the equipment) or equipment is not listed on the 1.3 Defined Terms, (a) "Regular Business Hours' shall mean the Schedule, then BH shall have no obligation to serJlce such Ilours between 8'00 .A M. and 4:30 PM local time, Monday through equipment or software, The provisions of this ,ll.greement shall Friday, excluding BH holidays as set forth ;n Exhibit 1 hereto; (b) control over any conflicting provisions in a Schedule. "Preventive Maintenance" or ·PM' shall mean the performance of periodiC inspections of the Equ;pment and other services necessary 1.2 Selection of Services. A description of service options (the to maintain the Equipment in good working order, including "Services") is attached to the Schedule as Exhibit 1 Customer may lubrication, cleamng, and adjustment. Customer understands and select one or more SerJices. BH will provide the Ser'Jices selected. acknowledges that the Equipment is subject to ordinary wear and Notwithstanding anything contained herein to the contrary, tear and periodic malfunctions that will require repairs. Ordinary Customer expressly understands that BH may substitute wear and tear or penodic malfunctions shall not be deemed a contractors for BH personnel upon BH pnor written notikation to breach of or failure to perform; (c) "Principal Period of Customer, providing BH remains liable for any of its contractor's Maintenance" or "PPM" shall mean, unless otherwise stated in the acts and omissions, and contractors explicitly comply with BH Schedule, Regular Business Hours during which BH personnel obligations as set forth 111 Section 11.2 Customer Instructions shall provide the SerJlces to Customers selecting Resident Service (as defined in the Schedule) or Priority Resident Service (as 1,2,A Limitations. BH shall not be responsible under this Agreement for defined in the Schedule); (d) "Remedial Maintenance" or "RM" the replacement or repair of any Equipment or Software damaged shall mean the repair or replacement (at BH's option) of Equipment as a result of: (i) Customer's failure to use the Equipment in a parts that fail, provided that all parts must be in new or like new normal, ordinarj, and routine manner, as described in the condition; (e) ·Consumable Parts" shall mean those Equipment operator's manual or as Instructed by BH personnel, induding, parts which are generally expended or used up beyond their point Customer's use or installation of any part or product not meeting of intended functionality during the normal operation of the BH specifications located in the ooerator tralnrng manuals provided Equipment. Consumable Parts include, but are not limited to to each faciUy, (Ii) the use of Consumable Parts not meeting BH Equipment parts such as suction cups postage printer sorts. specifications, as outlined In the operator's manual (;Ii) accident, cutting knives blades, floppy disks, feed tires, and ribbons: (~ "Non neglect, misuse, site no! meeting environmental specifications set Consumable Parts" shall mean those Equipment parts not defined forth in Section 2.3 or non-performance by Customer of operator as Consumable Parts; and (9) "Supplies" shall mean those items care, (IV) deviations In or failure of power source specified in the which by their nature are intended to be expended or used up operator training manuals provided to each facility, or (v) service, during operation of the Equipment, including, but not limited to, ink repair, or replacement of the EqUipment or parts or any modification and printer paper. The Services provided hereunder do not include thereof, including any Software update performed by anyone other the provision of any Supplies than an authorized BH representative or as otherwise authorized by BH, BH shall have no obligation to service any Software other than 1.4 Supplemental Services. If BH begins to perform Services during the two (2) most current versions of such Software, which shall be PPM or Regular Business Hours, but is unable to complete such provided by BH at Customer's sole expense excluding version Services during the applicable time period then BH will offer changes (including Enhancement and Maintenance Releases) Customer the option of completing the Services immediately or provided to Customer under Exhibit 1. Further, unless otherwise during the next PPM or Regular BUSiness Hours. if Customer elects specified in a Schedule, SerJices provided under this Agreement to have the Services completed immediately then BH shall bill shall not include any overhaul of the EqUipment, or move and or deCustomer for the time reqUired to complete such Services at tre installation of the EqUipment or Software or part thereof If rates set forth in the Labor and Travel Rates PoliCY CUR?') Customer recuests, BH may. at Custcmers expense and at the attached hereto and IIlcorporated by reference herein If Customer elects to have the Services completed during the next PPM or Regular Business Hours (whichever is applicable to the Services selected), then Customer shall not incur any additional charges except as set forth herein. 1.5 Emerg~l1cy Services. If Customer requires emergency maintenance or repair services outside of the PPM or Regular Business Hours, then, 8H will provide services pursuant to the "7x24 Service Plan" as defined in the LTRP, attached hereto and incorporated herein. 1.6 Third Party Products. To the extent Customer has engaged BH 10 provide Services on products other than BH manufactured products ("Third Party PrOducts") for which BH is not an riuthorized serlice provider, Customer acknowledges that 8H may not be authorized to access certain elements of the Third Party Products without prior authorization from the original equipment manufacturer COEM"). In such event. Customer shall be responsible for obtaining such authOlizahon from the OEM necessary for BH to legally access any restricted elements of the Third Party Products for purposes of providing the Services. in the event Customer is unable to obtain such authorization. then BH shall have no responsibility to perform such Ser/ices or provide credits, if applicable, for the affected portion(s) of the Third Party Products ANY SUCH WORK WILL BE CONTRACTED FOR BY THE PARTIES IN A SEPARATE AGREEMENT 1.7 Implementation The "Initial Implementation" of the EqUipment and Software shall be deemed complete upon mutual written agreement by Ihe parties hereto. Until such time as the Initial Implementation is achieved, BH shall continue to further refine and modify the Equipment and Software to meet Customer's specifications set forth in the procurement agreement. Article 2 -Customer Responsibilities 2.1 Access. Customer agrees to give BH access to the Equipment and Software dUfing Regular Business Hours or PPM (whichever IS applicable to the Services selected; to prOVide all Services provided hereunder. Customer further agrees to provide BH reasonable and necessary access to additional information. facilities and resources as may be necessary for BH to proVide the SerJices contemplated If Customer rails to provide BH necessary access to serlice the Equipment 31;d Software. then BH shall have no responsibwty to perform Services or provide credits. If applicable. 2.2 Updates. Customer shall IOstail or al!ow BH to install reasonable Equipment and Software updates required by 8H to keep the Equipment and Software in good working order. If Customer decides not to install or allow BH to install the required Software updates, then upon thirty (30) days notice to Customer, BH may negotiate the alteration of its Services, including service fees charged, under this Agreement or any applicable Schedule. 2.3 Environmental Specifications. Customer shall maintain the Equipment in accordance with the following environmental specifications: Apex Sorter enyironmentallimits Sorter operating limits Temperature 10 to 43 degrees C (50 to 109.4 degrees F) Relative humidity 8 to 80 percent Maximum wet bulb 27 degrees C (80.6 degrees F) Article 3 -Term and Termination 3.1 Term of Master Agreement. The term of this Agreement shall commence upon the execution date hereof and shall conlirw8 until (i) the obligations of the parties under every Schedule is tully discharged and (ii) either party provides thirty (30) days prior written notice of termination. 3.2 Term of Schedule. Unless otherwise stated on the Schedule. each Schedule shall have an initial term of one (1) year, commencing on the Start Date of Services (as defined in the Schedule) and ending on the day preceding the next anniversary thereof ("Term"). The Term shall automatically renew for successive one (1) year periods (each a "Renewal Term"). Either party may terminate a Schedule effective the last day of the then current Term or Renewal Term by providlOg ninety (90) days prior wrillen nolice to the other party of its intent to terminate the Schedule. The parties may terminate a Schedule at any time by mutual written consent of the parties, or as outlined in the applicable Schedule Article 4 -Payment Terms 4.1 Payment. Customer shall pay to BH the "Service Fees" as set forth in the Schedule. BH will prOVide Customer with a detailed and itemized invoice for each installment of the Service Fees and any other charges payable by Customer. where such charges are expressly agreed to by Customer, and Customer shall pay each undisputed invoice within thirty (30) days following receipt of invoice ("Due Date"). Payments received by 8H more than lorty~fiye (45) days a~er the Due Date shall be sublect to a per diem Interest charge at the rate of eighteen percent (18%) per annum or the maximum rate permitted by law, whichever is less. Customer shall be responsible for paying all applicable taxes. 4.2 Changes in Service Fees. Unless specified otherwise in a Schedule, or in the event Customer's Schedule prOVides for fixed Services Fees for the initial Term of the Agreement. at the end of the current Term year or each Renewal Term year. BH shall have the right to change the Service Fees charged to Customer, provided the Service Fees may not increase more than three percent (3%) in anyone year Further, BH may negotiate an adjustment to the Service Fees prior to the end of the then current Term or Renewal Term Year for material changes to the specifications for the Services, material changes in volume usage, if Customer or any unauthorized third party makes any unauthorized changes to the Equipment or Software. or in accordance with Section 2.2. Article 5 -Insurance, During the term of this Agreement. BH shall maintain insurance, at its own expense, as set forth in Exhibit 2 hereto. BH shall furnish Customer with proof of insurance in the form of certificates of insurance. as reqUired by Exnibli 2. pnor to execution of this Agreernent. ! re\i <; j.' Article 6 -Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BH MAKES NO WARRANTIES. WRITTEN OR ORAL, EITHER EXPRESS. IMPLIED. OR STATUTORY, INCLUDING. WITHOUT LlMlTA nON, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTlCUlJl.R PURPOSE. Article 7 -Limitation of Liability 7.1 General Indemnity. To the extent permitted by Article XI, Secbon 10. of the Oregon Constitution and the Oregon Tort Claims Act, ORS 30.260 through 30.300, BH and Customer will each indemnify, defend. and hold harmless the other party from and against all claims, SUits, actions, losses, damages, liabilities, costs and expenses of any nature resulting from or arismg out of the activities of or failure to perform by the indemnifying party or any of Its employees agents. offICers. or contractors In order to receive the benefit of any indemnification hereunder. the party seeking indemnification must: (a) promptly notify the other party in writing of any claim, SUiL or threatened claim or suit; (b) provide full authority to the other party to defend or settle the claim or suit; and (c) provide reasonable cooperation to the indemnifying party at the indemnifying paf1y's sole expense. 7.2 Limitations.!N CONNECTION WITH THIS AGREEMENT AND THE RESPECTIVE SCHEDULE, EXCEPT FOR THIRD PARTY CLt..IMS OF INTELLECTUAL PROPERTY INFRINGEMENT OR BREACH OF BH NONDISCLOSURE OBLIGATiONS. NEI THER PARTY SHALL, UNDER ANY CIRCUMSTANCES, HAVE ANY liABILITY TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING. WITHOUT LIMITATION, LOSS OF REVENUE OR PROFITS, OR LOSS OF BUSINESS OR 8USINESS INTERRUPTION) REGARDLESS OF ANY NEGLIGENCE OR FAULT ON THE PART OF THE PARTY, ITS EMPLOYEES, AGENTS. REPRESENTATIVES, OR PERMITTED ASSIGNS, EVEN IF SUCH PARTY HAS BEEN MADE AWARE OF THE POSSIBiLITY OF SUCH DAMAGES, AND ANY SUCH CLAIM IS HEREBY WAIVED BY THE PARTIES .. Article 8 Nondisclosure; Non·Solicitation. Assignment of Personnel 8,1 Nondisclosure BH and Customer each agree that the performance Of this Agreement will result In the disclosure to each other of information not generally known by third parties and treated as proprietary rConfidential information') Neither party shall. Without the written consent Of the other party. divulge, communicale. or use in any way (except as permitted by this Agreement) the Confidential Information of the olher party, and each party shall utilize the same degree of care and precaution as each utilizes with respect to its own proprietary information to prevent the unauthorized disclosure of the other party's Confidential Information. All service manuals. technical bulletins, price lists, system schematics, and machine drawings used in the performance of this Agreement are the Confidential Information and property of BH, The term "Confidential Information" shall not include, and the obligations ollhis Section shall not apply to. any information which (a) at the time of disclosure to the recipient party. is in the public knowledge; (b) after disclosure. becomes part of the public knowledge by publication or otherwlse. except by breach of thiS Agreement or by fau!! of the rec'pient party: was MaSlP,r M8tntenanc..e Agreeme!,{! rev 1 0;' 25L1ay20 i 1 lawfully in the recipient party's posseSSion (as reflected by its written records) at the time of disclosure by the disclOSing party, and which was not acquired, directly or indirectly, from the disclosing party; (d) the recipient party can demonstrate by written documents resulted from its own research and development, independent of disclosure from the disclosing party; or (e) was received by the reCipient party from third parties not under an obligation not to disclose such information, or (r; where disclosure is required under law. The proviSions of this Article 8 shall survive the expiration or termination of this Agreement for any reason 8.2 Covenant of Non-Solicitation, During the Term of this Agreement or any Schedule attached hereto and for a periOd of one year after the termination or expiration of this Agreement or any Schedule attached hereto. neither party will directly or indirectly, on behalf of itself. or on behalf of any person, firm, partnerShip, corporation. association or entity, call lIpon any employee. consullanl or representative of the other party, inclUding, wilhout limitation, any Resident Technician (as defined in the Schedule) or any Priority Resident Technician (as defined in the Schedule) who is such during the Term of this Agreement or any Schedule attached hereto (the "Workforce"), for the purpose of soliciting or inducing the Workforce to discontinue its relationship with Wor!<force current employer or to establish a relationship with the other party. Violation of this provision shall constitute an event of default • 8.3 Assignment of Personnel. 8H will assign to Customer only the personnel who are auU:orized to obtain employment in the United Stales and who, in BH's judgment. have the training, competence and interpersonal skillS necessary to perform the ser/lces required by Customer. Article 9 -Default And Termination 9.1 ASSignment and Insolvency. Either party shall have the right to terminate thiS Agreement immediately upon delivenng to the other party or Its representative written nolice of such terminat;n(1 il the other party (i) attempts to transfer, assign, pledge. or hypoHlecate this Agreement or any right or obligation hereunder. except as provided in Section 10.6 hereof; or (ii) files a petition for bankruptcy DY or against the other party, which pelition is not dismissed within ninety (90) days after its filing; or (iii) appoints a receiver or conservator with respect to the other party's assets, which apPOintment is not dissolved within sixty (60) days; or (iv) commences any other proceeding under any reorganization, arrangement, adjustment of deb\, relief Of debtors, dissolution, insolvency, or liquidation or stP.]ilar law of ai'y JUrisdiction whether now or hereafter in effect relating to :t Of any such proceeding IS commenced against either party which is Got dismissed for a pericKJ of sixty (60) days. 9.2 Monetary Defaults. If Customer fails to pay any undisputed amount due hereunder within fofty-five (45) days from the Due Date. then BH may, upon five (5) business day'S prior written notice to Customer. terminate this Agreement if such failure to pay is not cured within five (5) business days after Customer receipt of such notice, 9.3 Non.Monetary Defaults by Customer. Except in the case of a default specified in Sections 9.1 or 9,2 hereof, BH may terminate this Agreement for failure by Customer to perform or adhere to any of its obligations under this p.greement if after notifying Customer of such default Customer does not cure such default Wllhll1 thirty (30) days. provided, however, that. where a given default. by its nature. ) would require more than thirty (30) days to Cllre, Customer shall be deemed to have cured such defaull if, prior to the termination of said thirty (30) day cure period, Customer has taken reasonable steps sufficient to effect the cure and therealter continues in good faith to take actions sufficient to eliminate the default as SOon as practicable. 9,4 Defaults by BH. Customer may terminate this Agreement at al1Y time upon wntten notice to BH in the event (i) BH becomes disbarred under subsection 9.6 hereunder. or (ii) BH fails to obtain or retain any permits, licenses, certifications, registrations or the like required for BH to provide the Services hereunder. In the event of Customer's earry termination under this subsection 9.4, Customer shal! have no further .liability to BH, provided Customer pays all undisputed inVOices for Services performed and accepted by Bri up until the date of termination 9.5 APPROPRIA nON BY BOARD OF COUNTY COMMISSIONERS (BOCC) REQUIRED If payment for work under this Agreement extends into the Customer's next fiscal year, Customer's obligation to pay for such work is subject to approval of future appropriations to fund this Agreement by the Board of County Commissiol1ers of Deschutes County, Oregon It is understood and agreed that Customer is a government entity and this Agreement shall in no way or manner be construed so as to bind or obligate the Customer beyond the term of any particular appropriation of funds by!he aocc as may from time to time exist In the event the SOCC iaiis, negects, or refuses to appropriate such funds as may be deSignated by and enable the Customer to continue the Agreement payments. this Agreement shall be at such iime automatically terminated and at an end, and all future rights and liabilities of the parties hereto shall thereupon cease within ten (10) days after written notice to the BH. Customer presently intends to continue this Agreement for the Original Term as set forth In the Schedules The official responsible for budget preparation wiH include in the budget request for each Budget Year the Service Fees to become due in such Budget Year and will use all reasonable and lavJful means available to secure the appropriation of money for such Budget Year sufficient to pay the Service Fees coming due therein. 9,6 Disbarment BH represents that BH. its employees, agents or subcontractors are not, as of the effective date of thiS Agreement. (1) excluded in any fashion for any reason from partiCipation in federally,funded programs or any other type of programs Or awards relating to public entities, nor (2) controlled by a person or entity that is so eXCluded. 8H shall notify Customer within twenty,four (24) hours if it receives written notice from a federal or other agency wllh proper authority, or otherNise becomes aware, that it or a controlling pelSOI1 or en tity is so excluded regardless of whether stich a determination is subject to appeal by BH or controllil1g person or entity. Such exclusion shall be grounds for termination of thiS Agreement by Customer in a manner and in a time frame deemed appropriate by Customer in its sole discretion, notwithstanding any other provisiol1 of this Agreement 9.7 Breach of Contract Either party may terminate this Agreement or a Schedule in the even! of a material breach of the Agreemel1t by the other Prior to such termination the party seekll1g termination shall give to the other party written nollce of the breach and intent to term,rate If ti'e party ccmmittil1g the breach has l10t entirely cured the breach Within thirty (30) days of the dale of the notice. ther. the party giving the notice may terminate the Schedule or P,greement at any time thereafter by giving a wrillel1 notice of termination 9.8 Obligations Upon Termination. Notwithstand,ng the expiration or other termination of this Agreement, and except as prOVided herein or in the applicable Schedule, neither BH nor Customer shali be released from any undisputed obiigation that accrued prior to the date of such expiratiol1 or termination, Inciuding. bul not limited to. the undisputed obligations of Customer to pay BH for any and all Services requested by Customer and performed by BH In accordance with the terms of thiS Agreement. The acceptance of orders from Customer or the performance 01 any requested Services for Customer or any other act after term'ration of this Agreement shall not be construed as a renewai of this Agreement for any further term nor as a waiver of the terrninat;cr. hereof ArUcie 10 -Changes 10,1 Requesting Changes. To address changes mandated by Legislative requirements, BH and Customer shall use the fo!lowing process to review, request, negotiate, and approve changes to the Equipment, Software, or Services: To best facilitate the identification and cianfication of potential changes, at least annually. BH and Customer shal! convene a meeting or meetings to review current (tnd future business requirements, as weI! as anticipated changes related to approved or pending Legislative requirements II. "Scope of Work" ("SOW"), ' BH shalt provide the requested changes to Customer upon request The speciltcaiions, duration, and costs of such services are to be set forth in reasonable detail il1 separate and/or subsequent written Instruments as "Work Orders" CWO") which, upon mutual execution, shall amend Exhibit 1 to the Agreeme'li. In the event of a conflict between the terms and conditions contained in any such INO and tr,e Agreement, the proVisions set fonh In the WO shall prevail A sample of a WO is attached hereto as Exhibit 3. III. "Change ControL" Work to be performed pursuant to any '.NO may be amended from time to time, as mutually agreed by the parties In writing, to revise or redefine the scope of the work, the time schedule for completing the work, the compensalton for such work and other relevant [,latters, pursuant to thiS change control procedure. Change Orders are :0 be prepared and executed as described below (a) When either party desires a change to the requirements 01 any WO, that party wil! prepare a written document (hereinalter known as "Change Order", a sample of which is attached hereto as Exhibit 4) describing in reasonable detail any changes to the WO, and shall submit the proposed Change Order to the other party for approval. (b) Any Change Order shall become effective. thereby amending a WO, only 'Nhen signed by both parties IV, "Project Management." BH will (i) Provide reasonably detailed status reports to Customer In accordance With the frequency deSCribed In the WO. and (Ii) manage any charges to the work, Including without !tmitat,oil changes to the specifications, in accordance with the Change Control procedures described herein. v. "Acceptance of Deliverables." (a) Upon completion, aI/ deiiverables described in a Schedule, SOW, WOo or Change Order will be subject to reasonable examination and testing by Customer to determine if the deliver abies are complete and meet the agreed upon acceptance cnteria. A deliverable that is determined to meet its acceptance criteria will be deemed to be delivered on the date of such determination If a deliverable does not meet its acceptance criteria. the deliverable Will be reworked by BH, at its sole expense, until the deliverable meets the acceptance criteria or Customer determines to amend the acceptance criteria or term,nate the pertinent 'NO as provided herein. (b) If Customer and BH are unable to reactl agreement on the acceptance criteria for a deliverable. Customer may terminale the pertinent Schedule. SOW. WOo and/or the Agreement in accordance with the terms hereof. Article 11 -Miscellaneous 11.1 Force Majeure. Neither party shall incur any liability of any kind by reason of any delay or failure to perform all or any part of this ,ll,greernent due to causes beyond its reasonable control. but not limited to, compliance with regulations, orders, or Instructions of any federal, state, or municipal government or any department or agency thereof. acts of God acts of civil or military authority, ciVil disorder, or disturbance, acts of pubiic enemies, problems arising in transportation (including car or trucil shortages), civil insurrection strikes, labor dispures. embargoes. war, riot. or failure of suppliers to make timely delivenes of matenals or services. 11,2 Customer's Instructions. During the Term, when BH's employees and agents are on Customer's premises, BH shall lise commercially reasonable efforts to cause its employees and agents to obey all reasonable bUSinesslike instructions and directions that Customer issues concerning Customer's business operations Customer shall proVide BH with Customer's policy and procedures, 11.3 ThiS Agreement shail be governed by and constnled in accordance 'Nith the substantive, but not the conflict. laws or the State of Oregon. Any term or proVision hereof that may be Hwahd or unenforceable under the iaws of any stale or othor jUrisdiction Sf a!: not aHect the validity or enforceability of this Agreement and ItS remaining terms and provisions and such invalid or unenforceable term or provision may be changed to the extent reasonably necessary 10 make it valid and enlorceable or It shall be deemed not to be part of Ihis Agreement. 11.4 Alternative Dispute Resolution. Any dispute or claim arising out of or relating to thiS Agreement may be submitted by either party to binding arbitration pursuant to the rules and regulations of the American Arbitration Association (as applying to the arbitration of a commercial dispute) Other than attorney fees, the expenses of the arbitration proceedings shall be paid by the non-prevahng party or in a proportion as such arbitrators may decide. ~ilthoul regard to which party prevails in an arbitraton. 'Nhethe, in whole or in part. each party shaH be solely responSible lor payment of its own attorneys' fees and shall not be entitled to an award of attorneys' fees even if such were to be Included in the decision of the arbitrators. 11.5 Notices. AU nohces under this Agreement shall be in writing and shall be delivered personally. by facsimile transmission. by certified or registered mail. postage prepaid. or any other courier delivery system and shall be deemed received in the case of persona! delivery or overnight courier. when delivered and in the case of mailing, on the fiHh (5 Ih ) day aHer mailing . .All notices sent to Bh shall be sent to Bell and Howeil. 3791 South Alston Avenue, Durham, North Carolina 27713, .Attention Contract Administrator, and all notices to Customer shall be sent to the address stated at tile beginning of this Agreement Any party may change its address for receiving no lice by providing wrilten nohce to the other party. 11.5 Access to Records. BH shail retain, rrain:an, and keep accessible all records relevant to this Agreement ("Records") for a minimum of three (3) years, following Agreement termination, expiration, full performance, or any longer period as may be required by applicable law. whichever is iater. BH shall maintain the Records untii the conclusion of any audit, controversy, or litigation arising out of or related to this Agreement provided such audit or litigation is commenced prior to the expiration of the retention period described In the preceding sentence. BH shall maintain all financial Records in accordance with generally accepted accounting principles. All other Records shall be maintained to the extent necessary to clearly reflect acttons taken by the parties. During thl$ record retention period. BH shall permit Customer's authorized representatives access to the Records at reasonable times and places for purposes of examination and copying. 11.7 Assionment. Neither party shall assign any rights or obligations under this Agreement or any Schedule Without prior, wrilten consent of the other party wh'd', consent shall not be unreasonably withheld. 11.7 Suc;cessors and assigns, This .A.greement and each Schedule hereunder shall inure to the benefit of and be binding upon the respective successors and assigns. if any, of the parties 11.8 Relationship to Other Public Entities. BH hereby expressly acknowledges Its understanding that thiS Agreement constitutes a contract be\INeen BH and Customer, that Customer. as defined herein, is a poilical su~di','lsion of rhe State of Oregon. Other :ederal. s'ate and local governn12nt, agewes. municipa!ittes. and programs (hereinafter knewn as 'Other Ent!ties") may establish cont,acts or price contracts directly With 8H under the terms, conditions. and prices of this Agreement pursuant to ORS 279A.215. BH further acknowledges and agrees that it has not entered into thiS Agreement based upon representations by any person other than Customer and that no person, entity. or organization other than Customer will be held accountable or liable to BH for any of Customer's obligations to BH created under this Agreement. This section will not create any additional obligations whatsoever on the part of Customer other than those Obligations created under other provisions of this Agreement 11.9 Entire Agreement. ThiS Agreemenl including the aliachments. Orders. Exhibits, Schedules. Deschutes County Insuran~e '8qUlremen's allG standard cor:ract provision, and the State 0; Oregon's Invitation to Bid #165-1032-10, and Bri's response the transactions contemplated by this Agreement, whether prior or thereto, represents the entire agreement of the parties, merging subsequent to the date hereof, are agreed to be surplusage and herein and superseding all other prior negotiations and agreements without any force or effect. This Agreement may be modified or between them as to such subject matter. Unless otherwise noted amended only by a subsequent written instrument signed by herein, there are no other written or oral agreements between the authorized representatives of the parties hereto expressly parties. Customer may acknowledge this Agreement by a purchase superseding the provisions hereof. This Agreement may be order, but any and all terms, conditions, and provisions contained in executed in any number of counterparts, each of which shall be any purchase order, acknowledgment form, or other deemed an original bul all of which togell1er shall be deemed for all communications that either Customer or BH uses with respect to purposes to constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto each acrng under due and proper authority have executed thiS Agreement as of the Effective Date. BELL AND HOWELL. LLC STA,TE OF OREGON -DESCHUTES COUNTY By )~)L::~ By_____C ______~__ Name Name -------KeltA T, €tmtn-'--------. -- Manager Contract AdmfnlstlCltton Titie .......--....····-··--·----T..--..--· Date "/tJ iN, 1 Date. .... _..__....._.._---- 6 bell howell Equipment Service and Software Support Schedule Number 2013·267 Customer State of Oregon-Deschutes Stan Date of Services Juiy 1,2011 End Dale of Services. Decernber :1. 2('17 sae (EQwpmem Site Address) Invoice To Address 1300 NW Wali St STE 202 1300 NW vVal! St STE 2;)2 Bend, OR 97701 Bend, OR 97701 THIS EQUIPME~H SERVICE .A~JO SCFT\;'v:,RE SUp::OORT ::,CHEDULE (the "SCheculei bv and be!wee: Bel and howel', LLC '"BW) and Custorf'W S entered Int:) pursuan' 10 the terms and conditions of Ihat certain Master EqUipment Serv::e and Software Support .'1greemen: by 3'10 between Sri and Customer doled 1,201 t (the 'Agreement'), wll en IS incorporated by reference herein Unless oiherNise defined herein, 81 dellned terms used.1l Ihls Schedule shall have the same meaning aSCribed to them in the .Agreement Customer may terminate th,s Agreement in accordance with the terms of the Agreement 1. Tn,s Schedule shall be efiechve upon thE Start Dale of SerVices as set fort'1 ab{)ve and shal! continue for a period of 6 years, 6 MOGths unless otherwise slated above (the -Term') Unless term.nated ,n accordance with the lerms of the Masler. this Sche(Juie shail aulomatlcaHy renew for addlhon311erms of one (1) year eacn unless ",tre' s'ves notice of cancellation in writing 10 the other party alieast ninety (90) days onor 10 tle explfailon of !he current term State of p.l/men:s from :uty " 2Ql1 t1fO;",gh December 31 2012. Deschules County 'Nill contllJ8 payments tnereane' (years 20G13 20 1 7) 2. Seryic:~Coveraae. See Se'Vcce Cuvef3ne I isl in 1 (attached) Equiprnen! anel Sofiw3re Serv!cEes ill;: cl(!SCflb8{j Ii' Ext'"j'i! 1 fact18rj hEerelo and rJr Ihls refererlce Tade a pan hef(d 3. §~"ryic~F~(l!!. Customer shal' pay to aH a Service Fee as set forth in Section 2. 1 (atached). Such Service Fee be paid 111 iflstaiimenls ba~ed;;n the payment op!'on selected If a payrrent option is not selecle(l, the selection wi/I defaull 10 annual installmerts SerVice Fee is excl;;sive oi applicable taxes. wilich wil' be inVOiced VlJilf] Service Fee. trie end 01 ttie Sixth year llf the Agreement, Customer and 8H may negotiate any increase In Service Fees Suer negolialej amounl sr,ali no! increase annually !hereafler by more than ihree percenl (3%) per year each year ".cr.. ,,,,.,,,,, with year se,en (7) 4_ Deschutes Countywiil assume payments for five calendar years: 20013, 2014, 2015, 2016 and 2017. Payment Options: .Each InstaltTenl is (lUe 1.3c1var~ce of the period in which the services will be prOVided) i[) IhiS Scheculc CUSlO'rer reqlilres a Purchase OTter be IsslJed befere an Invoice may be pad Acc(n;lng y agrees to Issue such s Purchase Order '"pon s,gn "1 th" Sch~(:l'Jle art:; Pv::hase Order wi'h lh s Schedule IJ RH 5, TrH~ Schedule '"':l~ty be !r{)(J~f ~;ci or (3'Tler;:J8D bSeq"ei', writer :nslr,J:lerr! mutually by ~hHr-10f:led represe;-Haiives 1 Ihe :)arj.(,~ he re10 eXDreSSi supers,:dr:Q the ;y Any rn o(lfiC,ltion o· arne'1drnent mi!PG 10: changes SeCH JIS -; may af~ect [he S8;-vic.e Faes h~(eunder This Agreemenl may be executed Ifl any i)u:nber of counterparts, each of which shail be deemeo an orglnal but all 01 which together Shad be dee':)OO io! all Durposes 10 constitute one and the same instrumenl N W:TNESS WHEREOF BH aca Customer, each aC:llng LJ!1(jer nue and prooee authorily, have executea l1't$ S:hedule as of the dale set forn be )w ~~lL AND HOWELL LL~l~J0 L State 01 Oregon .. Deschutes County BY' Name Keith 1. Caslin Name. ------------------_..._-- Tte Date Manager Contract Administration t70T;;:; Title M;uf1!8rJal1ce Schedup for BBH MClsteff rev 1 01 25fvlay;>(), ! Section 2.1.A -Equipment Maintenance Services Coverage list Initia! 6 months (,!JJly 1, 2011-12131120111 EQUIPMENT SERVICE & MODEL 1.0. NO. 8'OOA-430P M-F. excluding TOTAL SERViCE FEE o holidays I 8 Ilours I $6,287.50 I TOTAL EQUIPMENT SERVICE FEES (Exclusive of Taxes) $6,287.50 Additional Election is $6,180.00 Section 2.1.8 -Software Services Coverage List i-~~~~"- SERVICE TYPE TOTAL SERVICE FEE Softll'lare Maintenance TOTAL SOFTWARE SERVICE FEES (Exclusive of Taxes) $5,775.00 $5,175.00 TOTAL AGREEMENT EQUIPMENT AND SOFTWARE SERVICE FEES: $12,062.50 (six month period) YeaU {January 1, 2012-1213112012) TOTAL !SERVICE PM RMSERIAL PRINCIPLEPERIOD OF SERVICE RESPONSE! EQUIPMENT SERVICE FEE CALLSNO. TYPE INSPS. PA~T~I:GE1.0. NO. MAINTENANCE (PPM) TIME ... Prionty Service Plus-8.00A-4.30P M·F. excluding I~~~.~:·~:::EL 0311383 Vote ByMail 2102255A Al.L I 0YES holidays 8 hours $12.575.00 TOT AL EQUIPMENT SERVICE FEES (Exclusive of Taxes) $12,575.00 Additional Election is $6,180.00 Section 21.B -Software Services Coverage list -----_.. SERVICE I.D. SERIAL PRINCIPLE PERIOD OF SOFTWARE DESCRIPTION NO. NO. By Mali Software TOT AL AGREEMENT EQUIPMENT AND SOF1WARE SERVICE FEES: $24,125.00 (year i) TOTAL SOFTWARE SERVICE FEES (Exclusive of Taxes) $11,550.00 Section 2.1,A -Equipment Maintenance Services Coverage List (continued) Year 2 (January 1, 2013-December 31,20131 Malnlenance Schedule for BSH Master 1 rev 1 01 25May2011 2 I ;--"1'1< ~A~~.,W1/loiifP(iii'I&,i'q'·~""~'D\~ __ 'f' ,._____________"._~___~".. PM ---1 PRINCIPLE PERIOD OF I RESPONSE TOTAL INSPS. AGE i MAINTENANCE (PPM) i TIME SERVICE FEE, -800A·4 30P M·F, e~;i~d;;;-g--!· Apex Sorter 102255A 0311383 2 L--=-_L-___.::,hO~I~id~ayr.:::S_:------.l ....~hours i. $16,075.00 i TOTAL EQUIPMENT SERVICE FEES (Exclusive of Taxes) $16,075,00 Add,tional Election is $6,315.00 Section 2.1.B· Software Services Coverage List I SERVICETD.l SERIAL I PRINCIPLE PERIOD OF TOTAL _.__~?g!:.TWARE DESCRIPTION ._ NO. i NO. I MAINTENANCE (PPM) SERVICE TYPE SERVICE FEE 800A·430P M·F, excluding ~ I Vote ~:LMail Software 11 02255Ay.?~ _b.s3 I hOlida~ ___. I Software Mamtenance I $11.550.00 TOT AL SOFTWARE SERVICE FEES (Exclusive of Taxes) $11,550.00 TOTAL AGREEMENT EQUIPMENT AND SOFTWARE SERVICE FEES: liIJ..3i>.&9JY~!'L~1 Year 3 (January 1, 2014·1213112014) I :QUIPMENT SERVICE & MODEL I.D.NO. CALLS PARTS AGE L.f.'2.IX Sorter 102255A 0311383 Mail PRINCIPLE PERIOD OF RESPONSE MAINTENANCE (PPM) TIME 8:00A·430P M-F. excluding holida s 8 hours TOTAL EQUIPMENT SERVICE FEES TOTAL SERVICE FEE $16461 00 (Exclusive of Taxes) $16,461.00 Additional Election is $6,454.00 Section 2.1. B -Software Services Coverage List .--.----"."~...--.---,-~,-...--. SOFTWARE DESCRIPTION SERVICE I.D. SERIAL TYPE TOTAL SERVICE FEE LVote.§y_Milil Software 102255AVBM 0311383 8.00A·430P holidays TOTAL AGREEMENT EQUIPMENT AND SOFTWARE SERVICE FEES: $28,01LQQl'i\C1!!...;!) Section 2.1 ,A • Equipment Maintenance Services Coverage List (continued) TOTAL SOFTWARE SERVICE FEES (Exclusive of Taxes) $11,550.00 year4 (January 1, 2015·12131120151 EQUIPMENT PM PRINCIPLE PERIOD OF I RESPONSEl--TOTAL &MODEL INSPS. MAINTENANCE (!:,PM) ...... __......Jl~~~RVICE FEE Maintenance Schedule for BBH Master f rev 1 0125May2011 J ----«-<.-:-----<-<r------l 8<OOA-430P M·F< excludlflg 2 holidays I 8 hours < TOTAL EQUIPMENT SERVICE FEES (EXclusive of Taxes) Additional Election is $6,597<00 Section 2< 1.6 -Software Services Coverage List SERVICE 1.0. SERIAL I h < NO. <' NO< MAINTENANCE PPM) r I'" '}800A-4:30P M·F. excluding !102255AVBM 0311383 __ ._<.. ____ ..-~~days TOTAL AGREEMENT EQUIPMENT AND SOFTWARE SERVICE FEES: $28,409,00 (year 4) Y.t:!ar 5 (January 1,2016-1213112016) EQUIPMENT SERVICE SERIAL & MODEL to. NO. NO. ~~';:;;""7~ ,o,pex 50118r_..__ I 102255A I 0311383 Mall 2 Additional Election is $6,745.00 Section 2.1.8 • Software Services Coverage List SERVICE 1.0, TOTAL AGREEMENT EQUIPMENT AND SOFTWARE SERVICE FEES: $28,979<00 (year 5) Ye.a[ 6 (January 1, 2017.1213112017) SERVICE TYPE -r Software Maintenance I TOTAL SOFTWARE SERVICE FEES (Exclusive of Taxes) RESPONSE TIME $16.85900 1 $16.859<00 TOTAL SERVICE FEE I $11,550<00 $11.550.00 TOTAL SERVICE FEE BOOA-4:30P M-F, excluding holidavs 8 hours TOTAL EQUIPMENT SERVICE FEES (Exclusive of Taxes) ----I S.E:~\lls:.E TY1:~_______L (Exclusive of Taxes) $17,429<00 $17,429.00 TOT AL SERVICE FEE $11,550.00 TOTAL & MODEL SERIAL RM PRINCIPLE PERIOD OFEQUIPMENT SERVICE RESPONSE SERVICE FEE AGE1.0. NO. NO. MAINTENANCE (PPM) TIME 8:00A-430P M·F, excluding 02 holida s 8 hOurs $17,69100 TOTAL EQUIPMENT SERVICE FEES (Exclusive of Taxes) $17,691.00 Additional Election is $6,987.00 Maintenance Scheoule for BBH Master I rev. i 0/ 25May2011 -1 Section 2.1.B -Software Services Coverage List PRINCIPLE PERIOD OF SOFTWARE DESCRIPTION '::'':~,,=-~-;:c'''' • ~.-~---. hollda s Software Mamlenance $11,55000 TOTAL SOFTWARE SERVICE FEES (Exclusive of Taxes) $11,550.00 TOTAL AGREEMENT EQUIPMENT AND SOFTWARE SERVICE FEES: $29,241.00 ti~.~r_61 Ma'l1lenance Schedule for BBH Master I rev 25May2011 :> I bell {~ howell EXHIBIT 1 Customer Services Description of Service Options The following terms shall have the meaning ascribed to them below: 1. "Equipment Services" shall include: "Priority Service Plus -Vote By Mail" -During PPM hours. If requested by Customer. BH shall dispatch a technician to perform. pursuant to the Schedule. pre/post election support and remedial maintenance calls. During any remedial maintenance cal! or during the pre/pest election support, the technician shall deliver the services described herein Operator error and routine set-up are not Included in the number of inspections or calls listed on the Schedule, BH shall bill Customer as defined in Section 1.2.A and Section 1.4 of the Agreement. for any Services required as a result of operator error or routine set-up. Pre and Posl election support shall Include the following • Scheduled prevenlive maintenance (PM) inspection and tesl of VBM sorter to ensure readiness of election ballot processing. The PM Inspection will include the replacement of consumable and non-consumable parts that are deemed necessary to ensure optimal efficiency of the equipment. • Operator Training -AI the conCiusion of each pre-election inspection and lesling, BH will provide an operator training refresher course The course wlil be up 10 4 hours in duration After the election, GH Will perform post election selvices to ensure the system IS properly prepared to tay idle until the next election processing penod, The post election services ensure the trouble free start up of the equipment at the next election period Eight hours (8) of Etection Day coverage is Included in the PMA priCing. Additional on-site coverage (for periods other than the 8 hour Eleclion Day penod #4) may be acquired in blocks of 4 hours. providing they are scheduled at least twenty-one (21) days In advance will be priced as follows. o 1-5 blocks -$815 ea 4 hour block o 6-10blocks·$775ea.4110urblock o 10+ blocks -$700 ea. 4 hour block • Backup/Recovery -BH shall be responSible for (I) backing up the VBM Sorter Software (including configuration files) using Industry standard backup software, on a mutually agreed upon frequency, (ii) storing said backups in a fashion suffiCient to support the recovery of BH Services at the levels described herein. and (iii) periorming necessary and sufficient recovery of tile Equipment, Software, and Services to ensure the continued, uOlnterrupted operation. Remedial Maintenance stlalllnci ude the follOWing at no addllionaJ cost to Customer' • Access to BH's toll free 7x24 Customer Care Center @ 1~800-7x24SVC (1-800-792-4782) for all Equipment or Software issues, • Phone response by a tramed BH Customer Service Engineer (CSE) during normal business hours, to assist Customer with general questions or troubleshooting. I) bell {; howell 4 Hour on-site response time of a trained BH CSE (8 hour response for zip codes 97501 and 97701) • Replacement 01 any broken consumable andlor non·consumable parts. 2. Software Maintenance Services: The following terms shall have the meaning ascribed to them below: (2.1.a) "Telephone and E-Mail Assistance". -BH shaH provide Customer with a toll-free telephone number that will enable designated Customer employees to (i) call BH for general assistance, (ii) obtain answers to speCific software questions. and (iii) receive aid in diagnosing suspected VBM Sorter software problems. BH will respond to requests for assistance made by Customer via telephone or e-mail within fifteen (15) minutes during normal support hours. Telephone support shall be availabte between 830 a.m. and 5 p.m., Eastern Standard Time, Monday through Friday, excluding BH holidays set forth in the Labor and Travel Rate Policy and any periods of on site/election day coverage. (2.1.b) "Remote Diagnostic Service". Upon mutual agreement by Customer and BH, BH shall employ remote telephony techniques in an effort to enhance the diagnostics process. The parties shall mutually agree upon; (a) the means for remote access, (b) the physical and logical security methods to be employed. (c) any costs incurred for the remote access, and (d) how the parties shall bear said costs. Should the parties agree upon a physical remote access solution to be provided by BH, Customer agrees that any remote diagnostic ancillary equipment andlor Software (collectively. the "RD") and or software furnished by BH shall remain the property of BH Customer agrees to provide reasonable protection for the RD, including, but not limited to protection against theft. phYSical damage by Customer's personnel. and reasonable protection against natural elements. Customer further agrees that, upon discontinuance of RD serVice, BH may remove and I or disable the RO at any time after proper notice of discontinuance to BH. Customer is :esponsible for reasonable charges for phone line installation and monthly service charges, including usage (2.1.c) "Maintenance Releases". -To resolve known or reported issues with the Software, BH may penodically prepare and provide to Customer software fixes or patches that are not separately marketed or priced (the "Mamtenance Releases") and are provided to Customer at no additional cost. Customer shall be solely responsible for integrating Maintenance Releases into Customer's EqUipment and Software environment and testing functionality of the changes Assistance in Installation may be requested in the same manner as requesting a Service Order. Mamtenance Releases shall be Installed and tested by BH at least Sixty (60) days prior to scheduled elections. (2.1.d) "Documentation Configuration Management". -BH will periodically send to Customer the latest revision of the operator's manual (the "Update"). BH may send the Update by either hard copy or electrOniC media Customer is responsible for plaCing the Update In the correct manual and for properly maintaining said manual. (2.1.e) "Enhancement Releases". -BH may penodically prepare and provide to Customer enhancements or additional features that are other.vise not separately marketed or priced (the "Enhancements,,). At no addlt!onal cost to Customer, BH shall be solely responsible for integrating Enhancements into Customer's Equipment and Software environment and testing the functionality of the Enhancements. Enhancements shall be Installed and tested by BH when the Enhancement are made available by BH. but never less than sixty (60) days prior to scheduted elections. BH may, at its sole discretion, charge a mutually agreed upon fee for Enhancements that provide new functionality, so long as the Enhancements are not replacing or otherwise diminishing the existing functionality of the Software Customer, II, It'S sale discretion, may accept or decline the new functionality provided by the Enhancements, whether an additional fee is charged or not. If Customer declines acceptance of any such new functionality contained in Enhancements, Customer shall not be obligated to pay the applicable additional fees charged by BH. "Options" (Separately priced) shall Include. "Expanded Telephone Support Hours" Telephone and e-mail support as listed in Section 2.1.a above. available on a 7 x 24 basis. excluding BH holidays set forth in the Labor and Travel Rate Policy. "Additional Elections" At Customer's discretion and written request. BH shall provide coverage at a rateper additional election The Equipment Services and Coverage indicates a changing cost for additional eleclions per year. Maintenance Schedule for 8Brl,\J1as!er I rev 1 2'i:Viay 201 '. bell ,~ howell LABOR AND TRAVEL RATE POLICY The following rate policy applies to sef'Jices provided by Bell and Howell {BH) that are provided outside of contracted coverage anolor performed on a Time & Material basis Contracted Customers will be charged at the Contracted Customer Discount Rate for such items, but not limited to, eqUlpment disassembly, equipment re-assembly, service performed beyond regular bUSiness hours, and service performed beyond the 8ell and Howell Regular Business Hours (RBH) or Customer's Principal Period of Maintenance (PPM) (where applicable), Standard Time and Matenal Rates apply for services rendered on equipment not under contracted coverage Under no circumstances will there be less than one (1) hour charged for services L LABOR Contracted Customer Non-Contract Discount Rate Customer Rate A, Dupng R8H 800 a Tn. -4,30 pm (Monday through Friday) $ 14000lHR S 180.00iHR B, Outside of RBH 431pm, 7:59 a,m, (Monday througl1 Friday and ;£ 2100DIHR $ 27000lHR Saturday until Midnight) C Sunday and BH Observed Holidays $ 28Q,OOIHR $ 360,OOIHR 0, Telephone Problem Resolution' NIC $ 75 OOllnciden! E Telephone Problem Resolution' Outside R8H Monday through Saturday S 112 501lnciGent S 112 SO/Incident F Telephone Problem ResciutJon' Outside R8H Sunday/Holiday :£ 150.0Dllncident :; 150.00llncldent • Teleprlcne Problem Resolution rates. including Software Support, are at the same rate whether a Customer Service Engineer CCSE") or Technical Assistance Center (TAC") handles the call, Telephone Problem Resolution is as outlined in Secbon 2 1 a Hi Exhlblt ! to the Agreement II. EXTENDED HOURS COVERAGE A Any work performed beyond R8H during weekdays and all Saturday work (until 12 M;dnight Saturday) "III be charged at 1)/, times the regular hourly rale Sunday and BH recognized holidays, will be charged at 2 times !tHo regular houriy rate 8 7X24 SERVICE PL,\N (Minimum billing per occurrence) for additional, nOIl'dedicated Election Day on-site support Monday thrt! Saturday $ 84000llncident $ 1,080,QOllncident Sunday and HaIJday $ 1,120 OOllnCKlent $ 1,440 OOllncldent Note These ,ales apply to Customers who call for on·site service after RBH or outside of PPM, arlO inClude portal·to-portal travel The charge covers four (4) hOllrs of total time for BH Customer Ser~lce Engineer to travel to Customer site, resolve problem and return home If 4 hours total t,me IS exceeded, regular overtime cr18rges for labor, as described in Section I 8., apply, III. TRAVEL Travel Time is charged on an actual Travel Tme BaSIS The charge IS the same as the above stated Labor Charges IV. EMERGENCY PARTS EXPEDITE CHARGE A charge of $150.00 IS assessed when a BH Customer Service Engineer is dispatChed to a Customer locallon outSide of RBH 10 delIver a part(s) at Customer's speclf,c reCluest ThiS charge IS above and beyond the cost 01 the part, and actual comn'on carn"" charges. where incurred by 8H, but In lieu of any additional Travel TlfTle charges V. EXPENSES BH reasonable expenses beyond regular travel by auto are charged at actual rates incurred by 8H for Air Travel, lodging, Meals, Rental Car. Public Transportation and other Incidentat expenses, Customer agrees to reimburse BH only lor expenses incurred by 8H in the delivery of the Services, so iong as Customer's prior approval was obtained in writing, Only expenses which are Incurred and submitted 10 accordance With Customer's administrative procedure for reimbursement of Customer employees, as amended from time to time, a copy of which is available to BH on request, shall be reimbursed by Customer. BH shall attach receipts evidencing such expenses to monthly billing invoice for reimbursement by Customer, V!. HOLIDAYS BH Holidays Iflchlde New Years Day Memorial Day, Independence Day (observed), Labor Day. ThanksgIVing Day and Chr:st'nas Day iv1illn!enance Schedr,ie for BBH Mas;er ! rev 1 01 25May 2011 Remedial Repair and Escalation Policy BE/medial Repair 1 Requesting Service is accomplished by a. Customer calling 1-800-792-4782 h. providing Service Tag information and description of problem 2 A Customer Service Engmeer ("CSE") wiil call Customer Wlt'1in 15 minutes to validate the problem and attempt 11 resolution by phone 3. If on-site service IS deemed necessary, the CSE will provide Customer with a., estimated time the CSE will arrive on-5·t8. 4 After on-site arrival of the CSE the following actions Will occur a. diagnosis of the problem by CSE b alignment or replacement of suspect parts, c obser"ation and mutual agreement that equipment is fixed before CSE departure ThiS agreement Will be documented by Customer Signing the CSEs Ser;ice t.cket and being g,ven a cooy of the ticket. Escalations If a malfunction occurs that renders a machine totally Inoperable. the service technician will utilize hiS best efforts to correct the problem wlthm a period of two (2) hours. DUring this time trw technlci a1 Wlil conduct a series of diagnostiC Checks and trouble shoOMg techniques to try to resolve the problem A. Should the technician be unable to resolve the problem within a two (2) hour time periOd, he wilt alert the TAC (Techmcal Assistance Center) requesting assistance 2 If tne effort of the techniCian and the TAC fall to restore the macillCle to operation ""Hlin four (4) hours, the problem wi!1 be referred to one or more of the following, in the order given' A Techn.cal Support Analyst B. District Service Manager C. Technical Support Management o Execull'Je Service Director Anyone or more 01 the above WI" deCide on whether on-Site asslsta'1ce shOlJio be prOVided Tile deCISion wlii be based on whatever approac!l is required to restore ttle machine to operation in the sllortest !n"e posslbie A Of1~site aSSistance may be prOVided by other area personnel B Home office on· sIte assistance may be requested by the TAC, District Service Manager, or the ExecutIve ServiCe Director 4 If a service te()ifHClan experiences an intermittent or on-going problem. bul the equipment IS not totally Inoperable, the TAC Will be alerted From thiS point. the same emphasis will be placed on resolVifig the problem as if the machJne were totaliy inoperable 5 The Executive Service Dlfector or District Service Manager '5 responSible for foflow<lp to see that Customer satisfied w'th the solu!lon. If Custome' is not satisfied. the Executive SerVICe D,rectN or Oistnct Sen.I>ce Manager IS required to consult about furt~ef efforts, Willi the appropriate home offic·e Technical Servlc€'s Manager or with the horne office Director of Service Support The BH service technlc!an shall continue to diagnOSe and repair the probl",m until resolved or until such time as Customer elects to termInate the Agroement MaintananCE:: Schedule for B8H Master! rev 25May 2011 EXHIBIT 2 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2013-267 INSURANCE REQUIREMENTS Contractor shall at all times maintain in force at Contractor's expense, each insurance noted below. Insurance coverage must apply on a primary or non-contributory basis. All insurance policies, except Professional Liability, shall be written on an occurrence basis and be in effect for the term of this contract. Policies written on a "claims made" basis must be approved and authorized by Deschutes County. Contractor Name: Bell Howell, LLC Workers Compensation insurance in compliance with ORS 656.017, requIring Contractor and all subcontractors to provide workers' compensation coverage for all subject workers, or provide certification of exempt status. Worker's Compensation Insurance to cover claims made under Worker's Compensation, disability benefit or any other employee benefit laws, including statutory limits in any state of operation with Coverage B Employer's Liability coverage all at the statutory limits. . In the absence of statutory limits the limits of said Employers liability coverage shall be not less than $1,000,000 each accident, disease and each employee. This insurance must be endorsed with a waiver of subrogation endorsement, waiving the insured's right of subrogation against County. Professional Liability insurance with an occurrence combined single limit of not less than: Per Occurrence limit Annual Aggregate limit o $1,000,000 0 $2,000,000 o $2,000,000 0 $3,000,000 o $3,000,000 0 $5,000,000 Professional Liability insurance covers damages caused by error, omission, or negligent acts related to professional services provided under this Contract. The policy must provide extended reporting period coverage, sometimes referred to as "tail coverage" for claims made within two years after the contract work is completed. one box must be checked Commercial General Liability insurance with a combined single limit of not less than: Per Single Claimant and Incident All Claimants Arising from Single Incident I!l $1,000,000 1!l$2,OOO,000 o $2,000,000 o $3,000,000 o $3,000,000 o $5,000,000 Commercial General Liability insurance includes coverage for personal InJury, bodily injury, advertising injury, property damage, premises, operations, products, completed operations and contractual liability The insurance coverages provided for herein must be endorsed as primary and non-contributory to any insurance of County, its officers, employees or agents. Each such policy obtained by Contractor shall provide that the insurer shall defend any suit against the named insured and the additional insureds, their officers, agents, or employees, even if such suit is frivolous or fraudulent. Such insurance shall provide County with the right, but not the obligation, to engage its own attorney for the purpose of defending any legal action against County, its officers, agents, or employees, and that Contractor shall indemnify County for costs and expenses, including reasonable attorneys' fees, incurred or arising out of the defense of such action. The policy shall be endorsed to name Deschutes County, its officers, agents, employees and volunteers as an additional insured. The additional insured endorsement shall not include declarations that reduce any per occurrence or aggregate insurance limit The contractor shall provide additional coverage based on any outstanding claim(s) made against policy limits to ensure that minimum insurance limits required by the County are maintained. Construction contracts may include aggregate limits that apply on a "per location" or "per project" basis, The additional insurance protection shall extend equal protection to County as to Contractor or subcontractors and shall not be limited to vicarious liability only or any similar limitation. To the extent any aspect of this Paragraph shall be deemed unenforceable, then the additional insurance protection to County shall be narrowed to the maximum amount of protection allowed by law. I!I Required by County o Not required by County (One box must be checked) Automobile Liability insurance with a combined single limit of not less than: Per Occurrence o $500,000 o $1,000,000 o $2,000,000 Automobile Liability insurance inctudes coverage for bodily injury and property damage resulting from operation of a motor vehicle. Commercial Automobile Liability Insurance shall provide coverage for any motor vehicle (symbol 1 on some insurance certificates) driven by or on behalf of Contractor during the course of providing services under this contract. Commercial Automobile Liability is required for contractors that own business vehicles registered to the business. Examples include: plumbers, electricians or construction contractors. An Example of an acceptable personal automobile policy is a contractor who is a sole proprietor that does not own vehicles registered to the business. o Required by County I!l Not required by Count one box must be checked Additional Requirements. Contractor shall pay all deductibles and self-insured retentions. A cross liability clause or separation of insured's condition must be included in all commercial general liability policies required by this Contract. Contractor's coverage will be primary in the event of loss, Certificate of Insurance Required. Contractor shall furnish a current Certificate of Insurance to the County with the signed Contract. Contractor shall notify the County in writing at least 30 days in advance of any cancellation, termination, material change, or reduction of limits of the insurance coverage The Certificate shall also state the deductible or. if applicable, the self-insured retention level. Contractor shall be responsible for any deductible or self-insured retention If requested. complete copies of insurance policies shall be provided to the County. Risk Mana 9;?nt ~ zf~).- ~---~---- EXHIBIT 2.A DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2013·267 CERTIFICATION STATEMENT FOR CORPORATION OR INDEPENDENT CONTRACTOR NOTE: Contractor Shall Complete A or B in addition to C below: A. CONTRA<:;TOR IS A COR~9RATION_~LI.~..IIED l::~~JLI!'r' COMPANY OR A PARTt-!~~.SHI'p. I certify under penalty of perjury that Contractor is a [check one]: Corporation B Limited Liability Company Partnership authorized to do business in the State of Oregon v....iJ-\t? I j • .1 -:=-:-----ilt,-",ta'>=-..L.l ____ (~IWL ~cw.'1=I~,__k .___ Signature Title Date ~--=.-------------------..-.~-.-~..----~. ~--- B. CONTRACTOR IS A SOLE PROPRIETOR WORKING AS AN INDEPENDENT CONTRACTOR. [Cont~acto~~~·rtifjeS under penalty of PIHj~ry thatthe-fOllO;;itlg-si:ateri1entsa-;:-e-t-;:ue~······ I 1. If Contractor performed labor or serVices as an independent Contractor last year, Contractor filed i federal and state income tax returns last year in the name of the business (or filed a Schedule C In theI name of the bUSiness as part of a persof)ai income tax return), and i12. Contractor represents to the public that the labor or services Contractor provides are prOVided by anI independently established busmess registered \Nith the State of Oregon, and 3. Ail of the statements checked below are true. NOTE: Check all that apply. You shall check at least three (3) -to establish that you are an Independent Contractor. A The labor or services I perforlll are primarily carned out at a location that IS separate from, my reSidence or primanly earned out in a specific portion of my residence that is set aside. as the location of the bUSiness . B. I bear the fisk of loss related to the bUSiness or provision of services as shown by factors such as (a) fixed-price agreements, (b) correcting defective work, (c) warranties over the services or (d) indemnification agreements. liability insurance, performance bonds or professional liability Insurance C I have made Significant Investment In t'"le bUSiness through means Suctl as (a)· purchaSing necessary tools or equipment (b) paying for the premises or faCilities where i services are proVided or ,C) paying for licenses certificates or specialized training o I have the authonty to hire other persons to proVide or to assist in providing the services and if necessary to fire such persons. E Each year I perform labor or services for at least two different persons or entitles or I routinely engage in busmess advertiSing. solicitation or other marketing efforts reasonably calculated to obtain new contracts to provide similar services, Date bell ,} howell Exhibit 3 Equipment Service and Software Support Schedule Number TBD I WORK ORDER #001 I I On 2011 ("Effective Date"), Customer and BH hereby attach and incorporate this Work Order ("WO") into the Master Equipment Service and Software Support Agreement by and between Bell and Howell, LLC ("BH") and Deschutes County, Oregon ("Customer") pursuant to the terms and conditions of that certain Master Equipment Service and Software Support Agreement (the "Agreement"), entered into by the parties effective on the Effective Date set forth therein. Capitalized terms used but not defined in this WO shall have the meanings given to them in the Agreement. I Purpose The purpose of this WO is to Scope and Objectives The scope of deliverables for this statement of work includes Activities and Key deliverables Activity Deliverable ------------------------..---- -----...........-~------------ 1-----_............- - WorkOrder #-xxx Page 1 of 5 Activity Deliverable f--~ f~ ----- - - Schedule The following table depicts the schedule of major activities and deliverables. This schedule assumes a start date of and will be amended upon execution hereof. INSERT TABLE HERE Pricing and Rates The following tabie represents the estimated cost of each phase and major activity under this VVO. Should this total estimated cost, a "not to exceed cap", become unreasonable the parties will convene to understand the causes of the variance. Activity Job Title Duration Hourly Rate Estimated Cost ,~~-~-------------- Tota! E5!n1ated Cost XX Day5 $$S.S$$ OR Work Order #xxx Page 2 of 5 Activity Estimated Duration Estimated Cost -, ~'" Total EstImated Cost xx Days $xxx.xxx 1. The maximum payment under this WO, including expenses, is $X,XXX.XX For Work Orders: The aggregate amount paid this Work Order, including any and all executed Change Orders shall not exceed the maximum payment amount of $XXX,XXX, including expenses, if any. For Milestone Based -Fixed Price Payment: The ,~~represents the maximum amounts to be invoiced by BH for the respective deliverable, milestone and in total. 2. BH shall be paid for the work on the following basis: For Work Orders: Customer shall pay BH for the Work Product in accordance with the work description, deliverables and acceptance criteria contained in each Work Order CWO"). For Time and Materials: Unless the controlling WO specifies otherwise, BH shall be paid on a time and materials basis, for materials purchased in the Customer's behalf and actual time spent in the delivering services to the Customer. For Milestone Based -Fixed Price Payment: Customer shall pay BH for the Work Product completed in accordance with the work description and deliverables as follows: Work Order #xxx Page 3 of 5 --, ------ Customer shall pay BH at an hourly rate for the time spent, by each Job Classification, delivering Work Product, as indicated in the table below: Job Classification BH agrees to adhere to the rates listed herein for the duration of this WO .. 3. BH shall submit invoices for the work as follows:** The Customer shall pay all complete, undisputed invoices within 30 days of the due date indicated on the invoice, or lacking a due date, within 45 days of the invoice date provided that the work described in the bill has been completed in accordance with the terms of the Agreement. ******* CHOOSE ONE or DELETE ALL****************** Time and Materials: Unless the controlling WO specifies otherwise, for each WO BH shall submit to Customer a monthly billing statement itemizing the time and materials provided to Customer during the billing period. Milestone Based Payment: Following completion and acceptance of each deliverable or achievement of each milestone, BH shall submit an invoice to the Customer itemizing the services provided and date(s) thereof, as well as the amounts owed. Not to Exceed Payment: BH shall invoice Customer only for actual hours worked by BH, not to exceed maximum amount as defined In 4. In addition to the payment provided for in paragraph 3, Customer will pay expenses on the following terms and conditions: ******* CHOOSE ONE or DELETE ALL ******************* Time and Materials payment: BH's reasonable expenses for meals, lodging, transportation and other expenditures directly incurred in providing the Work Product shall be reimbursed in accordance with Customer's administrative procedure for reimbursement of Customer employees as amended from time to time, a copy of which is available to BH on request. BH shall attach receipts evidencing such expenses to monthly bIlling invoice for reimbursement by Work Order #xxx Page 4 of 5 Customer. The total fees and expenses invoiced shall not exceed the maximum as defined in Deliverable/Milestone based payment: BH's reasonable expenses for meals, lodging, transportation and other expenditures directly incurred in providing the Work Product shall be reimbursed in accordance with Customer's administrative procedure for reimbursement of Customer employees as amended from time to time, a copy of which is available to BH on request. BH shall attach receipts evidencing such expenses to milestone billing invoice for reimbursement together with payment for the Work Product. The total fees and expenses invoiced shall not exceed the maximum as defined in -.-~---.- All Inclusive Rate (Fixed Cost and Not to Exceed): All travel related expenses are included in the daily rate for resources provided. No travel expense reimbursements are authorized. Unless otherwise agreed, no additional travel expenses shall be invoiced by BH or paid by Customer. Effective on the WO Effective Date set forth in the introductory paragraph of this WO Deschutes County Bell and Howell, LLC By._________.._______ .. __.__ By Print Name: Print Name Keith Manager Contract Ad rllTitle: Title: Date Date Work Order #xxx Page 5 of 5 bell ~~ howell Exhibit 4 CHANGE ORDER #YVY to WORK ORDER # XXX Upon signature. Customer and BH hereby attach and incorporate this Change Order to the Work Order ("WO") Agreement by and between Bell and Howell, LLC ('BH") and Customer. Capitalized terms used but not defined in this WO shall have the meanings given to them in the Contract. Purpose: The purpose of this Change Order is to update estimated duration and estimated cost per deliverables listed in the revised Work Order Tabie below WORK ORDER #XXX REVISED TABLE Activity Estimated Duration Hourly Rate Estimated Cost Task 1 xxxxxxxxxxxxxxxx xxx hours $$$$ $$$$$ ........ Task 2 xxxxxxxxxxxxxxxx xxx nours SSS$ $$$$$ Task 3 xxxxxxxxxxxxxxxx xxx hours $SS$ $$$$$ ._.•....... Task 4 xxxxxxxxxxxxxxxx xxx hours 5SS$ $$$$$ Total Estimated Cost xxxx hours SS$$$$$ Deschutes County Bell and Howell, LLC By. Print Name Print ---;K~e~lth~T~.~C~arlshm·fI----~- Manager Contract Admlnist'a:" Title: Date Date 1 DA TE (MMIDDIYYYY)ACORDe CERTIFICATE OF LIABILITY INSURANCE 0611312013 ~ I 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 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 rights to the certificate holder In lieu of such endorsementls). CONTACTPRODUCER NAME:Marsh USA Inc. I FAXfttgNJo Extl: iAIC Nol:100 North Tryon Street. Suite 3600 E·MAILCharlotte, NC 28202 ADDRESS: INSURER{SI AFFORDING COVERAGE NAICN 950107-ST[)"12·13 INSURER A: Catlin Specialty Insurance Compan y 15989 INSURED INSURER B: Hartford Casualty Ins Co 129424 Bel! and Howell, LLC 3791 South Alston Avenue INSURER C : Hartford Fire Insurance Co 19682 Durham. NC 22713 INSURER D: Hartford Underwriters Insurance Company 30104 INSURER E: Twin City Fire Insurance Co 29459 INSURER F: NIA NIA COVERAGES CERTIFICATE NUMBER' ATL-003186616-02 REVISION NUMBER' 8 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 VVlTH 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, 1~i?:1 TYPE OF INSURANCE Iwv~ POLICY NUMBER ~pggC"'Dlvvvv:;-;E"'X;-;;~.-rI--------Ll-M-IT-S--------l A GENERAL LIABILITY XGC2029521013 1013012012 110130/2013 EACH OCCURRENCE $ 2,000,000 '-ii~;;C~~"'l~:;"I~;';~1o;~E~~J;i<O(EE"'~:F~"'/TI"rE;;;rreD;-n-ce-)-+-'$'------l-:.000-:-:-,OOO:-:-:-l..f2,MMERCIt\L GENE~AL LIABILITY '--~ClAIMS·MADE ~OCCUR ._-------_......_ ------------------- ~·L AGGR~E LIMIT AP~S PER: II X i POLICY I I ~f8T I I LOC B ~OMOBILE LIABILITY C I X : ANY AUTO '----4 ALL OWNED c- D r--I AUTOS l.SCHEDULED AUTOS NON'()WNED 1_ HIRED AUTOS I AUTOS _ UMBRELlA LlAB I .I OCCUR eXCESS LIAB i-I ClAIMS.MADE DED! I RETENTI~~$ E WORKERS COMPENSATION I . AND EMPlOYERS' LIABILITY '( I N I ANY PROPRIETOR/PARTNERlEXECUTIVE fNI "~. N I A. Ii I OFFICERIMEMBER EXCLUDED? L:.J (Manda1ory In NH) ~~~Mrp~3~~PERATIONS below 'SIR $250.000' 10UENNE2984 (AOS) 10MCPPP45527 (MA) :10ABKI7505 (HI) 10WBAF5078 ! MED EXP (Anv one person) : 2,000,000PERSONAL &ADV INJURY $ : 4,000,000: GENERAL AGGREGATE S ...... ---.~ PRODUCTS· CQMPIOP AGG S 4.000,000 POLICY AGGREGATE $ 10,000,000 1013012012 1013012013 fi:~~~7d~~ISINGLE LIMIT $ 2,000.000 1013012012 i10130/2013 BODilY INJURY (Per person) $ 10/30/2012 1013012013 BODILY INJURY (Per aocident) S rp~~&\;le~r'MAGE i $ COMP/COLL s 1,000 EACH OCCURRENCE $ AGGREGATE $ 10/3012013110130/2012 1,000,000E.L. EACH ACCIDENT i s EL DISEASE· EA EMPLOYEe! $ 1,000.000 I E.L. DISEASE POLICY LIMIT $ 1,000,000 I DESCRIPTION OF OPERA TlONS I lOCATIONS I VEHICLES (Attach ACORD 101, Addilional Remarks Schedule, if more spa"" i. required) Re: Endorsment #: CSMP 427 0809 Deschutes County. rts offICers. agenls. employees and volunteers are added as Additional Insureds to General Liability Policy as required by wriHen contract with the Named Insured subject to the terms and condiUons of the insurance policy. CERTIFICATE HOLDER CANCELLATION Deschutes County CIer1<. 1300 NW Wall Street Bend. OR 97701 SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. I AUTHORIZED REPRESENTATIVE of Marsh USA In<:, Elaine K. Akers Ua.:.......1 1'( wco_....../ © 1988·2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD 2 AGENCYCUSTOMERID:_9~5_0_1_07_______________________________ LOC #: Charlotte ADDITIONAL REMARKS SCHEDULE Page 2 of AGENCY NAMED INSURED Marsh USA Inc. Bell and Howell, LLC 3791 Sou1h Alston Avenue Durham, NC 22713POUCY NUMBER CARRIER I NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance INSURERS AFFORDING COVERAGE/NAIC # INSURER G N/A (N/A) ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY ADDITIONAL INSURED -AUTOMATIC STATUS WHEN REQUIRED IN WRITING IN A CONTRACT OR AGREEMENT WITH YOU SECTION II -WHO IS AN INSURED IS amended to include as an additional Insured any person(s) or organization(s) with whom you have agreed in writing in a contract or agreement to include as an additional insured on your poliCY, bUt only with resj:)ect to liability for "bodily Injury", "proj:)erty damage" or "personal and advertising injury" caused, in whole or in part by your acts or omissions or the acts or omissions of those acting on your behalf: A, In the performance of your ongoing operations; or B In connection '.'11th your premises owned by or rented to you. All other terms, conditions and exclusions remain unchanged This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effectlve: _____ Policy No,: __________ Endorsement No. Insured: ____________________ Premium: IMurnnoeCOmpany:_______________________________________________ Authorized Signature: CSMP 427 0809 Includes copyrighted material of Insurance Ser1l'ices Office, In::" with its Page 1 of 1 ~rmission