HomeMy WebLinkAbout 19-110 Agreement with Seachange for Election Printing and Mailing ServicesRESOLUTION 19-110
A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF
FIRESTONE, COLORADO, APPROVING AN AGREEMENT WITH
SEACHANGE WHOSE FIRM SPECIALIZES IN MUNICIPAL
ELECTION PRINTING & MAILING SERVICES
WHEREAS, the Town of Firestone is in need of printing and mang services for the
2020 Municipal Election.
WHEREAS, SeaChange has the professional skill and experience to provide printing
and mailing services to the Town of Firestone to satisfy the needs of this service for the 2020
Municipal Election and
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE
TOWN OF FIRESTONE, COLORADO:
The Agreement between the Town of Firestone and SeaChange for printing and mailing
services for the 2020 Municipal Election is approved in substantially the same form as the copy
attached hereto and made a part of this resolution, and the Mayor is authorized to execute the
Agreement on behalf of the Town.
INTRODUCED, READ AND ADOPTED this 1 lt�' day of December, 2019.
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ATTEST:
Lisa Bartley, Acting wn Clerk
FORM:
own Attorney
OF FIRESTONE, COLORADO
Mayor
SEACHANGE PRINTING AND MARKETING SERVICES, LLC
BALLOT MANAGEMENT SERVICES
BALLOT PRINTING, ABSENTEE/VOTE BY MAIL SERVICES AGREEMENT
2020 Municipal Election Printing & Mailing Services
This Agreement is made as of the date it is executed by the last of the parties named below (the
"Effective Date"),
BETWEEN: SeaChange Printing and Marketing Services, LLC ("SeaChange");
AND: Town of Firestone, CO ("Customer").
RECITALS:
A. SeaChange is a provider of ballot printing, mailing and related services to government and other
entities and Customer has agreed to engage the services of SeaChange for the purpose of
SeaChange providing its ballot printing and/or Absentee/Vote by Mail processing mailing and
related services to the Customer in the Town of Fireside, Colorado (the "Jurisdiction"). The terms
and conditions under which such services shall be provided are set forth in the GENERAL TERMS
attached hereto.
B. The following Exhibits are incorporated into, and constitute an integral part of, this Agreement
(check all that apply):
_X_ Exhibit A (Absentee/Vote by Mail Services Pricing Summary)
Exhibit B (SeaChange Absentee Ballot Processing and Mailing Services)
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, each of the parties hereto:
• Agrees to the GENERAL TERMS and the terms and conditions set forth in each Exhibit attached
hereto and incorporated herein,
• Agrees that at all times, this Agreement shall be governed by and construed in accordance with
the laws of the State of Nebraska, without regard to conflicts of law principles that would require
the application of the laws of any other state,
• Represents and warrants to the other party that as of the date of its signature below it has full power
and authority to enter into and perform this Agreement, and that the person signing below on its
behalf has been properly authorized to execute this Agreement,
• Acknowledges that it has read this Agreement, understands it and intends to be bound by it.
SeaChange Printing &Marketing Services, LLC
14505
2746 Avenue N
Plymouth, Minnesota 55447
Fax No.: (763) 586-3736
Signature
ame (Printed or Typed)
Town of Firestone
151 Grant Avenue
PO Box 100
Firestone, CO 80520 C_
Fix No.:
b'tghature
Name (Printed or Typed)
O aApY
GENERAL TERMS
ARTICLE 1
BALLOTMANAGEMENT SERVICES AND ASSOCIATED FEES
1.1 Ballot Printinq� and Absentee/Vote by Mail Services, Subject to the terms and
conditions of this Agreement, SeaChange shall provide the Customer with the selected ballot printing and
absentee/vote by mail services ("Ballot Services") for all Customer elections occurring during the Term of
the Agreement. The specific Services provided by SeaChange and each party Is obligations with respect
to such services are set forth in the attached exhibits.
1.2 Ballot Printinct and AbsenteeNote bV Mail Services Fees. In consideration for
SeaChange providing the selected Ballot Services, Customer shall pay SeaChange the fees set forth in
Exhibits A-B for each election in which SeaChange provides the Ballot Services during the Term of the
Agreement. SeaChange reserves the right to adjust the Ballot Mailing Services Fees annually during the
term of the Agreement in the event SeaChange experiences unforeseen increases in the cost of ballot
paper, envelopes and/or ballot printer consumables. SeaChange shall notify Customer, in writing, of such
price increase by providing Customer with ninety (90) days advanced written notice.
1.3 Standards. SeaChange shall perform the Ballot Services in a prompt, efficient and worker
like manner, according to industry standards and the timelines agreed upon between SeaChange and the
Customer. The Customer acknowledges and agrees that the performances by SeaChange of the Ballot
Services are contingent upon the Customer providing SeaChange with accurate and timely information.
The Customer further acknowledges and agrees that SeaChange shall not be liable for any delays or
inaccuracies which are directly or indirectly related to the acts, errors or omissions by the Customer. Each
party shall comply with all applicable federal and state laws, regulations, rules and ordinances in performing
their respective obligations hereunder.
1.4 Disclair of Warranties. SeaChange EXPRESSLY DISCLAIMS ALL WARRANTIES,
WHETHER EXPRESS OR IMPLIED, WHIGH ARE NOT SPECIFICALLY SET FORTH IN THIS
AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
ARTICLE 2
MICELLANEOU5
2.1 Term; Termination. This Agreement shall be effective for a two (2) year period beginning
on the Effective Date (the "Initial Term"). The Initial Term shall automatically renew for an unlimited number
of successive one year period unless otherwise agreed to, in writing, by the parties (each a "Renewal
Period"). The Initial Term and all Renewal Periods shall be collectively referred to herein as the "Term".
The Term shall continue until this Agreement is terminated by the first to occur of the following (i) either
party's election to terminate it upon the expiration of the Initial Term or any Renewal Period thereof, written
notice of such election shall be given to the other party at least sixty (60) calendar days prior to the expiration
of the Initial Term or any Renewal Period; (ii) the date which is thirty (30) days after either party notifies the
other that it has materially breached this Agreement, if the breaching party fails to cure such breach (except
a breach as provided in (iii) below which will require no notice); (iii) Customer's failure to make any payment
due hereunder within thirty (30) days after it is due or (iv) in the event that funds are not appropriated or
otherwise made available to support the continuation of performance by Customer hereunder in any fiscal
period; provided that this subsection 2.1(iv) shall not be construed so as to permit Customer to terminate
this Agreement in order to acquire Ballot Services from a third party. In the event of early termination by
SeaChange due to (a) a breach of this Agreement by Customer, (b) Customer's failure to pay any amounts
owed under this Agreement or (c) the failure of Customer to appropriate funds to make the payments due
under this Agreement, Customer shall pay SeaChange for all services performed and fees earned up
through the date of termination.
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2.2 Limitation Of Liability. Neither party shall be liable for any indirect, incidental, punitive,
exemplary, special or consequential damages of any kind whatsoever arising out of or relating to this
Agreement. Neither party shall be liable for the other party's negligent or willful misconduct. SeaChange'
total liability to Customer arising out of or relating to this Agreement shall not exceed the aggregate amount
actually paid to SeaChange hereunder. Any action by Customer against SeaChange must be commenced
within one (1) year after the cause of action has accrued. By entering into this Agreement, Customer agrees
to accept responsibility for (a) the selection of the SeaChange Ballot Services to achieve Customer's
intended results; (b) the selection of, use of and results obtained from any equipment, software or services
not provided by SeaChange; or (c) Customer errors, included errors in Customer data provided to
SeaChange, user errors, voter errors or problems encountered by any individual in the election process
that are not otherwise a result of the failure of SeaChange to perform its obligations under this Agreement.
2.3 ;paxes; Interest. Customer shall provide SeaChange with proof of its tax-exempt status. If
Customer does not provide such proof, it shall pay, or shall reimburse SeaChange for, all sales and use,
excise or other similar taxes imposed on the transactions contemplated by this Agreement; provided,
however, Customer shall in no event be liable for taxes imposed on or measured by SeaChange' income.
if Customer disputes the applicability of any tax to be paid pursuant to this Section 2.3, it shall pay the tax
and may thereafter seek a refund. Any disputed or undisputed payment not paid by Customer to
SeaChange when due shall bear interest from the due date at a rate equal to the lesser of one and one-
half percent (1.5%) per month or the maximum amount permitted by applicable law for each month or
portion thereof during which it remains unpaid.
2.4 Nndemnification. To the fullest extent permitted under applicable law, Customer shall
indemnify and hold harmless SeaChange from and against any and all claims, damages, amounts paid in
settlement and reasonable fees and costs (including reasonable attorneys' fees) (collectively "Adverse
Consequences") arising out of or relating to the following:
a, Any claim that any of the SeaChange equipment or SeaChange software infringes
upon any third party'0 copyright, trademark or patent existing as of the date hereof (a rd Party
Infringement Claim") resulting from (i) Customer's failure to timely or properly install and use any
update provided to it by SeaChange; (H) the use of any SeaChange equipment or SeaChange
software in combination with other equipment, hardware or software not meeting SeaChange'
specifications for use with such SeaChange equipment or SeaChange software; or (iii) Customer's
modification or alteration of any item of SeaChange equipment or SeaChange software without the
prior written consent of SeaChange;
b. Any claims by third parties arising out of or relating to the use or misuse by
Customer, its employees and any other persons under its authority or control ("Customer's
Representatives") of any third party items; and
c. Personal injury (including death) or property damage that is caused by any
negligent or willful act, error or omission of one or more of Customer's Representatives.
SeaChange shall notify Customer immediately if it becomes aware of any claim for which it may be entitled
to indemnification under this Section 2.4, and hereby gives Customer full and complete authority, and shall
provide such information and assistance as is necessary (at Customer's expense with respect to
reasonable out-of-pocket costs), to enable Customer to defend, compromise or settle any such claim.
2.5 Excusable Nonperformance, Except for obligations to make payments hereunder, if
either party is delayed or prevented from performing its obligations under this Agreement as a result of any
cause beyond its reasonable control, including acts of God, fire, riots, acts of war, terrorism or insurrection,
labor disputes, transportation delays, governmental regulations and utility or communication interruptions,
the delay shall be excused during the continuance of, and to the extent of, such cause, and the period of
performance shall be extended to the extent necessary to allow performance after the cause of delay has
been removed. SeaChange agrees to work with Customer, at Customer's request, to develop mutually
agreeable alternatives in order to minimize the negative impact of any such delay,
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2.6 Assignment. Except in the case of a sale, transfer or assignment of all or substantially all
of the assets of SeaChange to a successor who has asserted its intent to continue the business of
SeaChange, neither party may assign or transfer this Agreement or assign, subcontract or delegate any of
its rights, duties or obligations hereunder without the prior written consent of the other party hereto, such
consent not to be unreasonably withheld or conditioned, nor unduly delayed. SeaChange may assign its
right to receive payments under this Agreement to such third party(ies) as SeaChange may desire without
the prior consent of Customer, provided that SeaChange provides written notice (including evidence of
such assignment) to Customer thirty (30) days in advance of any payment(s) so assigned.
2.7 Entire Agreement. This Agreement, including all exhibits hereto, shall be binding upon
and inure to the benefit of the parties and their respective representatives, successors and assigns. This
Agreement, including all Exhibits hereto, contains the entire agreement of the parties with respect to the
subject matter hereof and shall supersede and replace any and all other prior or contemporaneous
discussions, negotiations, agreements or understandings between the parties, whether written or oral,
regarding the subject matter hereof. Any provision of any purchase order, form or other agreement which
conflicts with or is in addition to the provisions of this Agreement shall be of no force or effect. In the event
of any conflict between a provision contained in an Exhibit to this Agreement and these General Terms, the
provision contained in the Exhibit shall control. No waiver, amendment or modification of any provision of
this Agreement shall be effective unless in writing and signed by the party against whom such waiver,
amendment or modification is sought to be enforced. No consent by either party to, or waiver of, a breach
by either party shall constitute a consent to or waiver of any other different or subsequent breach by either
party. This Agreement shall be governed by and construed in accordance with the laws of the State in
which the Customer resides, without regard to its conflicts of laws principles. The parties agree that venue
for any dispute or cause of action arising out of or related to this Agreement shall be in the state and federal
courts of the United States located in the State in which the Customer resides. SeaChange is providing
Equipment, Software and services to Customer as an independent contractor, and shall not be deemed to
be a "state actor" for purposes of 42 U.S.C. § 1983. SeaChange may engage subcontractors to provide
certain of the Equipment, Software or services, but shall remain fully responsible for such performance.
The provisions of section 1.4 and sections 2.2-2.9 of these General Terms shall survive the termination of
this Agreement, to the extent applicable.
2,8 Notice, Any notice or other communication required or permitted hereunder shall be in
writingI and will be deemed given when (a) delivered personally, (b) sent by confirmed email, (c) sent by
confirmed fax, (d) sent by commercial overnight courier (with written verification of receipt) or (e) sent by
registered or certified mail, return receipt requested, postage prepaid, when the return receipt is received.
All communications shall be sent to the attention of the persons listed on the signature page to this
Agreement and at the addresses, email address or fax numbers set forth on such signature page unless
other names, addresses or fax numbers are provided by either or both parties in accordance herewith.
2,9 Dis up tes.
a. Payment of Undisputed Amounts. In the event of a dispute between the parties
regarding (1) a product or service for which payment has not yet been made to SeaChange, (2) the
amount due SeaChange for any product or service, or (3) the due date of any payment, Customer
shall nevertheless pay to SeaChange when due all undisputed amounts, Such payment shall not
constitute a waiver by Customer or SeaChange of any of its rights and remedies against the other
party.
b. Remedies for Past Due Undisputed Payments. If any undisputed payment to
SeaChange is past due more than thirty (30) days, SeaChange may suspend performance under
this Agreement until such amount is paid. If Customer's payment is past due for more than sixty
(60) days and is undisputed, SeaChange may declare the total amount remaining due under this
Agreement to be immediately due and payable.
EXHIBIT A
ABSENTEE/VOTE BY MAIL MAILING SERVICES PRICING SUMMARY
Fees$
Description
Refer to
Fee
"Per Packet" Mailing fee / ballot processed
= Processing of 1 page ballot, black and white, up to 18 inches
in length
- Outgoing envelope
Domestic Mailing
Return/Carrier envelope
Exhibit B
$1.80 per ballot packet
- Secrecy Sleeve (if requested)
processed
- One insert (B&W)
- Any additional inserts or use of color are subject to additional
fees.
Exhibit B
UOCAVA Mailing
_ Out of Scope of the contract
"Unaddressed VBM Packet" fee / packet processed
= An assembled packet without addressing on the outgoing
envelope. Packets are boxed & shipped to the Customer.
Shipping fees are charged to Customer
$1.20 per each additional
Processing of 1 page ballot, black and white, up to 18 inches
unaddressed packed
in length
Exhibit B
(printed, folded, and inserted)
= Outgoing envelope
+Shipping Fees
- Return/Carrier envelope
- Secrecy envelope
- Up to 2 inserts (B&W)
- Any additional inserts or use of color are subject to additional
fees.
"Additional Ballots", includes printing, folding if requested.
Exhibit B
$0.36 per ballot, plus delivery
"Additional Envelopes" (black and white only)
Exhibit B
$0.18 per ballot, plus delivery
"Additional Inserts B&W", i.e. instruction sheets folded and
Exhibit B
$0.15 per 8'/2 X 11 sheet
inserted
"Additional Inserts Color", i.e. instruction sheets folded and
Exhibit B
$0,15 per 8'/Z X 11 sheet
inserted (2 color
A $1350.00 "Election Setup Fee" if less than 2,000 ballot packets are mailed over the course of a single election
cycle, we have an additional "Minimum Drop" charge of $1350,00,
A $250.00 "Artwork / Ballot Revision Fee" will be charged for changes to previously approved mail packet artwork or
ballot PDF's.
- Changes or edits after Initial setup will be charged the above rate per material type being altered (i.e. ballot,
envelopes, secrecy sleeves or inserts),
- No charge for statutory required envelope changes unless the change occurs on or following the 70 days before
the Election Date (a.k.a "E minus 70").
"Shipping Fees"
Shipping fee to be charged
Fees associated with the transportation of mail packets to facility other than the
based on shipping rate from
SeaChange default postal insertion drop point, per selection by the Customer.
courier service.
"Artwork Revision Fee applies to additional mailing services when mailer requires any changes to mailing layout.
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Terms & Conditions:
Note 1: A total of 5 components can be inserted per packet, Any materials requiring color will need to be quoted.
Note 2: If an election date or expiration date is used on envelopes, secrecy sleeves, or inserts, Customer is
responsible for placing an order for a set amount and will purchase unused envelopes or inserts.
Note 3: Except as specifically set forth on Exhibit B, any applicable state and local taxes are not included, and are
the responsibility of Customer, See Section 2.3, Premium or rush transportation services incurred in connection
with the Ballot Processing Services are additive and will be billed as incurred.
Note 4: Except as specifically set forth in Exhibits B, any applicable state and local taxes are not included, and are
the responsibility of Customer. See Section 2.3. Premium or rush transportation services incurred in connection with
the Ballot Processing Services are additive and will be billed as incurred.
Note 5: Invoicing and Payment Terms are as Follows:
100% of Order Total due Thirty (30) Calendar Days after Receipt of Corresponding SeaChange Invoice,
For VBM services, postage will be billed at the end of the election and will be a separate line item on the
invoice.
EXHIBIT B
AbsenteeNote by Mail Processing and Mailing Services
The AbsenteeNote by Mail Processing Services to be provided by SeaChange during the Term
are described below. Customer acknowledges that SeaChange's fees for support services are
based on the descriptions listed below, and that a change in the descriptions may require
SeaChange to change the fees charged to Customer.
Absentee/Vote by Mai! Services
SeaChange will provide the following services and functions related to the printing and mailing of
absentee ballots:
Mail File Preparation
• Customer will provide SeaChange the Domestic absentee voter data file for mailing. Please note
that UOCAVA files are not within the scope of the mailing service.
• SeaChange will process absentee request file through CASS certified software in order to obtain
valid Delivery Point Barcode data.
• SeaChange will use DPBC data to create an Intelligent Mail Barcode in order to facilitate postal
discounts and tracking of ballots during USPS transit
• All files provided to SeaChange will be uploaded through the SeaChange secure FTP (SFTP)
website,
Ballot File Preparation
• Customer will provide SeaChange a PDF file containing each ballot style to be used in an
election. This will be the same PDF used for Election Day and Ballot On Demand ballots. One
PDF will suffice for all ballot services.
• Customer will provide SeaChange with a relationship table that identifies all active ballot styles
for each election and the ballot PDF that corresponds with that style.
• SeaChange will crop and electronically prepare ballots for printing.
• SeaChange will produce an electronic relational proof of each ballot style for purposes of
customer proofing and verification. No ballots will be mailed until said relational proof has been
verified and approved by Customer. SeaChange can provide L&A test decks at the prices set
forth on Exhibit A.
Mail Processing
• SeaChange will provide the outside mailing envelope, certificate envelope, outside certificate
return envelope, and secrecy sleeve.
• SeaChange will print a ballot(s) for each voter in the absentee request file that corresponds to
that voter's ballot style in the relational table.
• SeaChange will insert certificate envelope, outside certificate return envelope, secrecy sleeve,
and ballot(s) into mailing envelope.
• SeaChange will print the outbound voter's address onto the mailing envelope along with the
intelligent mail barcode for tracking purposes.
• SeaChange will print voter's return information, including voter unique barcode, onto the
certificate envelope.
• SeaChange will measure the thickness of each mail piece to verify the accuracy of contents in
each envelope.
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• SeaChange will scan and capture an image of each outbound mail envelope to verify completion
of each ballot package.
Postal Processing
• SeaChange will process and prepare all outbound mail pieces for submission to the USPS at the
lowest appropriate automation rate,
• Mail volumes of greater than 200 pieces of CASS certified, non forwarded pieces will be sorted
and submitted at the qualifying Non Profit, Standard Class rate
• Mail volumes of less than 200 pieces of mail will be submitted at the appropriate 10 class mail
rate.
• Regular Outgoing Domestic Envelopes will carry the endorsement of "Return Service
Requested". These envelopes will be returned to the Customer with forwarded address
information attached. The USPS will charge first class postage for these pieces.
• Undeliverable mail pieces will be returned to the Customer with the reason for non -delivery. The
USPS will charge first class postage for these pieces.
• Outgoing envelopes will carry a "ghost permit" identifier which bears the Integrity Mail indicia.
• SeaChange will produce all necessary postal documentation for mail submission and tracking.
• Mail pieces will be dropped at a bulk mail acceptance unit as agreed upon with Customer,
Postage and Postal Permittinct
• Customer must request and obtain a nonprofit permit (PS Form 3624) through the USPS.
• Customer must obtain permit imprint account number and request a ghost permit to allow
SeaChange to mail their nonprofit pieces.
• Customer will be invoiced for postage funds immediately after the election.
Service Level Standards
SeaChange agrees to complete ballot printing and mail processing for customer submitted files, as
follows:
• Initial Run for CivDom — Complete all processes and deliver mail to the USPS within seven (7)
business days after receipt of Voter Registration ("VR") request file,
• Initial Run for MilDom, ContMil, CivOS, and MHOS — Complete all processes and deliver mail to
the USPS within three (3) business days after receipt of VR request file.
• Daily Run- Complete all processes and deliver mail to the USPS the following business day after
receipt of VR request file. The VR request file is to be sent to SeaChange by no later than 5:00
PM EST on a date to be designated by SeaChange.
Mail Ballot Tracking and Reporting
SeaChange will provide a license its BalloTracker system to Customer as a means to monitor and
track the status of mail ballots.
• Customer will be responsible for providing network connectivity if access to BalloTracker data is
desired from network workstations.
• Use of the BalloTracker is an extension of SeaChange' mailing service, and any software
installed is made available and licensed for this use only.
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Packet Tracking FunciionalitI
SeaChange will provide access to the following mailing processing information for any individual
voter whose request has been received in an absentee request file:
• Date and Time VR Request file was received.
. Date and Time Ballot was Printed,
• Description of ballot, including ballot style, number of pages and access to image of ballot PDF
for that style.
. Date and Time Ballot Package was mailed,
• Description of ballot package, including thickness of mail piece, verification of ballot style inserted
into envelope and image of outbound envelope processed.
• Confirm Tracking data regarding delivery status and details of mail piece delivery during USPS
transit.
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