HomeMy WebLinkAbout20060859.tiff RESOLUTION
RE: APPROVE VOTING SYSTEM AGREEMENT AND AUTHORIZE CHAIR TO SIGN -
DIEBOLD ELECTION SYSTEMS, INC.
WHEREAS,the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS,the Board has been presented with a Voting System Agreement between the
County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld
County, on behalf of the Office of the Clerk and Recorder, and Diebold Elections Systems, Inc.,
commencing upon full execution, and ending,with further terms and conditions being as stated in
said agreement, and
WHEREAS,after review,the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW,THEREFORE,BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Voting System Agreement between the County of Weld, State of
Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the
Office of the Clerk and Recorder,and Diebold Elections Systems, Inc.be,and hereby is,approved,
conditional upon receiving ExhibitAwith a list of accurate costs, and approval of the agreement by
the Secretary of State.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreement.
The above and foregoing Resolution was,on motion duly made and seconded, adopted by
the following vote on the 22nd day of March, A.D., 2006.
E"a WELD CO BOARD OF CT , COLORADO
UNTY ATTEST: COMMISSIONERS
ATTEST: Lay
/G Geile, Chair
Weld County Clerk to the {T
David E. Long, Pro-Tem
BY: • �p�i 1 i VV 1/: c L G7
D uty Cl&lk to the Bondi I V
WI Jerke
A O AS TO F • b \N'L
Robe D. Masden
C A orney
gn„i Glenn Vaad
Date of signature:
2006-0859
CR0023
( (� '. Cam, C4- b -(3=4)v
-EBOLIY P.O.Box 1019
Allen,TX 75013
469-675-8990
ELECTION
E C T I O �1 SYSTEMS
S T C l� f 800-433-8683(VOTE) Voting System
L L C ` I if .l I J I C 111 .l Fax(214)383-1596 Agreement
CUSTOMER: WELD COUNTY,COLORADO DIEBOLD ELECTION SYSTEMS,INC.
Addresses Weld County Clerk and Recorder,Steve Moreno P.O.Box 1019
For Notices and Billing: 1402 North 17th Avenue Allen,TX 75013
Overnight Deliveries:
Greeley, CO 80631 1253 Allen Station Pkwy
Allen,TX 75002
Attn:Contracts Department
For Shipping(if different):
Contacts: Steve Moreno, Yolanda Hawkins,Contracts Department
Weld County Clerk and Recorder Dana LaTour,Customer Service Regional Manager
Bruce Barker,Weld County Attorney
Phone: 970.353-3840 ext.3155// 469.675.8990 ext.1163//
970-356-4000 ext.4390 775-250-1722
Fax: 970.353-1964// 214-383-1596
Email: smoreno@co.weld.co.us yhawkins@Dieboldes.com//
bbarker@co.weld.co.us LaTourD@Dieboldes.com
Diebold Election Systems, Inc. ("DESI") and Weld County, Colorado("Customer"and, together with DESI, the "Parties") hereby enter into this
Voting System Agreement("Agreement')as of the date of the last signature set forth below(the"Effective Date"). This Agreement consists of
this"Signature Page,"the below standard terms and conditions,and the following exhibits,each attached hereto and incorporated herein by this
reference:
• Exhibit A—Pricing and Payment Schedule t 7=1-h un } s -� �T -i- c c F4 Gn h:b.,*7
• Exhibit B-Software License and Maintenance Services Schedule
• Exhibit C—Hardware Warranty Services Schedule
The parties have executed this Agreement by their duly authorized representatives as of the Effective Date.
`
WELD COUNTY, ORADO � I . / DIEBOLD ELECTION SYSTEMS,INC.
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Authorized Signature ( tttr: ri
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M. S. Geile, Chair, . -- • . �
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Printed Name, Title C.r , Printed Name, Title
Authorized Signature Date Authorized Signature Date
Printed Name, Title Printed Name, Title
Weld County,CO Voting System Agreement
Diebold Election Systems,Inc. Page 1 of 8 3/21/2006
STANDARD TERMS AND CONDITIONS
1. Definitions 3.5. DESI shall appoint a customer support representative,who will
Hardware"means hardware manufactured by DESI and serve as a first point of contact with Customer, be authorized to make
1.1.
delivered"DESIy DESI hereunder.m day-to-day decisions relating to this Agreement and have access to
DESI's management for other decisions.
1.2. "DESI Software"means software and firmware owned by DESI 4. Customer's Responsibilities
and licensed by DESI hereunder, in object code form, including all
documentation therefor. 4.1. Customer shall provide DESI with physical accommodations
reasonably required for DESI to perform its obligations, including
1.3. "Effective Date" has the meaning set forth in the Signature
premises access, electrical power, data connectivity, heat and air
Page.
conditioning.
1.4. "Specifications" means descriptions and data regarding the 4.2. Customer shall provide information and access to personnel
features,functions and performance of the DESI Hardware and/or DESI reasonably required for DESI to perform its obligations.
Software, as set forth in user manuals or other applicable
documentation. 4.3. Customer shall appoint a project manager,who will serve as a
1.5. 'System" means, collectively, the DESI Software, DESI first point of contact with DESI, be authorized to make day-to-day
Hardware and any Third-Party Products provided hereunder. decisions relating to this Agreement and have access to Customers
authorized officials for other decisions.
1.6. "Third-Party Products" means any software or hardware 5. Title and Risk of Loss of DESI Hardware. Title and risk of loss for
obtained from third-party manufacturers or distributors and provided by each item of DESI Hardware provided by DESI under this Agreement will
DESI hereunder. pass to Customer on delivery.If Customecannot take delivery at the agreed
1.7. 'Warranty Period"means the 12 month period beginning on the time or site, DESI may deliver the DESI Hardware to a warehouse within
Effective Date. Weld County, Colorado selected by DESI and such delivery will be deemed
made at the request and for the convenience of Customer. Upon such
2. Term. This Agreement is effective as of the Effective Date, unless delivery, the DESI Hardware will be deemed in Customer's possession for
earlier terminated under Section 13. In the event of expiration or termination purposes of passage of title and risk of loss. However, delivery will not
the following sections will survive: diminish any rights Customer has pursuant to this Agreement,including rights
2.1. Exhibit B (Software Licenses and Maintenance Services to repairs and replacements under applicable warranty and maintenance
Schedule) and the terms and conditions specified therein will survive terms.
any expiration or termination of this Agreement for the duration of the 6. Payment. Customer shall pay DESI the amounts specified in Exhibit A
Warranty Period and all applicable Software Renewal Terms (as at the times specified therein. Customer is responsible for all sales, excise,
defined in Exhibit B). personal property or other taxes or duties on the amounts paid or products or
2.2. Exhibit C (Hardware Warranty Services Schedule) and the services provided under this Agreement. It Customer is exempt from such
terms and conditions specified therein will survive any expiration or taxes or duties,Customer shall provide DESI with a tax exemption certificate.
termination of this Agreement for the duration of the Warranty Period Customer shall insure the System for its full replacement value until the Total
and all applicable Hardware Renewal Terms(as defined in Exhibit C). Initial Investment is paid in full.
2.3. Sections 6(Payment)(to extent of any payments still due)and 7. Testing and Acceptance
11 (Confidential Information)will survive any expiration or termination of 7.1. Within ten business days after installing System components,
this Agreement in accordance with their respective terms. DESI will commence unit testing under protocols designed to confirm
2.4. In addition to the foregoing,terms of this Agreement that do not performance in compliance with Specifications.Acceptance of units will
survive expiration or termination will nonetheless be effective in occur on the earlier of(a)Customer's delivery of a written certificate of
determining the Parties' rights and obligations for conduct or events acceptance and (b)30 days after the scheduled start of unit testing if
taking place before such expiration or termination. testing is prevented or delayed by Customer's failure to meet
obligations under this Agreement.
3. DESI's Responsibilities
No later than ten business days after System installation is complete,
3.1. DESI shall provide the System and related services specified in DESI will conduct System testing under protocols designed to confirm
Exhibit A. the System's performance in compliance with all System Specifications.
3.2. DESI shall deliver the components of the System at such Acceptance of the System will occur on the earliest of(a) Customer's
places and times as set forth in the project plan adopted by the parties delivery of a written certificate of System acceptance, (b) Customer's
within 30 days after the Effective Date. use of the System in a national election,(c)30 days after the scheduled
start of System testing if impeded or prevented by Customer's failure to
3.3. DESI shall provide the licenses, maintenance and support respond or perform its obligations and(d)120 days after the scheduled
specified in Exhibit B during the Warranty Period and all Software start of System testing,unless,before then,Customer has notified DESI
Renewal Terms(as defined in Exhibit B). in writing of its intent to terminate this Agreement for cause under
3.4. DESI shall provide the hardware warranty services specified in Section 13. Customer will not withhold acceptance due to a failure to
Exhibit C during the Warranty Period and all Hardware Renewal Terms conform dt Specifications airemedi in any immaterial n ial respect,m provided DESI
(as defined in Exhibit C). promptly delivers a remedial plan for such nonconformity.
8. Warranties
Weld County,CO Voting System Agreement
Diebold Election Systems,Inc. Page 2 of 8 3/21/2006
8.1. Warranty Duration. The following warranties will apply to all party claims for injury, death or property damage based on the other
DESI Software and DESI Hardware during the Warranty Period. Party's alleged gross negligence or willful misconduct.
Thereafter, such warranties will apply to all DESI Software during all
Software Renewal Terms and to all Warranted Hardware(as defined in 10. Limitation of Liability. DESI will not be liable for damages arising out
Exhibit C)during all Hardware Renewal Terms. of this Agreement unless caused by DESI's gross negligence or willful
misconduct. DESI will not be liable under this Agreement for (1)
8.2. DESI Software. DESI warrants that DESI Software will perform consequential, special, punitive or incidental damages or(2) compensatory
free of defects that would prevent the System from operating in damages in excess of the total of all amounts payable under this Agreement
conformity in all material respects with its Specifications, so long as during the 12-month period preceding the event or events giving rise to
such DESI Software is operated with DESI Hardware and with Third- liability.
Party Products approved by DESI for use with the DESI Software.
11. Confidential Information. Neither Party will use or disclose the other
8.3. DESI Hardware. DESI warrants that the DESI Hardware will Party's Confidential Information without the other Party's prior written
perform free of defects that would prevent the System from operating in consent. "Confidential Information" means, as to DESI, the DESI Software
conformity in all material respects with its Specifications, so long as and, as to either Party, any information designated as confidential by the
such DESI Hardware is operated with DESI Software and with Third- Party when or before it is disclosed. This paragraph does not apply to
Parry Products approved by DESI for use with the DESI Hardware. information (a) after it becomes publicly known through no fault of the
8.4. Third-Party Products.The warranties in Sections 8.2 and 8.3 do receiving Party,(b)already rightfully in the receiving Party's possession when
not apply to any Third-Party Products,except that: received, (c) developed by the receiving Party without the use of the other
Party's Confidential Information or(d)required to be disclosed by law so long
8.4.1. To the extent permitted by the manufacturers of Third- as the other Party is given immediate notice of the request or order that the
Party Products, DESI shall pass through to Customer all information be disclosed and the fullest opportunity under law to prevent or
warranties such manufacturers make to DESI regarding the limit the disclosure. Each Party acknowledges that its breach of this Section
operation of such Third-Party Products;and 11 may cause the other Party substantial and irreparable harm for which the
8.4.2. DESI warrants that of the DESI other Party would be entitled to equitable relief in addition to any available
o.2. and DESI Hardware hatall will components intnne and function legal remedies. Each Parry hereby waives any requirement to post bond or
provide other security as a condition to receiving such equitable relief.
propedy with the Third-Party Products so long as such Third-
Party Products operate in compliance with all applicable 12. Force Majeure. DESI's obligations hereunder will be suspended so
manufacturers'warranties. long as compliance is impeded or prevented by causes beyond DESI's
8.5. No Other Warranties. DESI DISCLAIMS ALL OTHER reasonable control,which may include acts of God,embargoes, acts of war
REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, (including terrorist attacks), labor disturbances and acts or regulations of
ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY governmental entities.
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A 13. Termination for Cause. If either Party materially breaches this
PARTICULAR PURPOSE AND ANY WARRANTY BASED ON A Agreement and does not cure the breach within 30 days after receiving
COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE written notice of the breach from the non-breaching Party,the non-breaching
OF TRADE. Party may terminate this Agreement as of a termination date specified in that
9. Indemnification notice or a subsequent notice delivered within such 30-day period. If the
breach cannot be completely cured within the 30-day period, no default will
9.1. If notified promptly in writing of any action brought against occur if the Party receiving the notice begins curative action within the 30-day
Customer alleging that Customer's use of the DESI Software or DESI period and thereafter proceeds with diligence and in good faith to cure the
Hardware infringes a United States patent, copyright or trademark breach as soon as practicable.
("Claim"),DESI will defend the Claim at its expense and pay any costs
and damages awarded against Customer;provided that DESI has sole 14. Miscellaneous
control of and Customer's reasonable cooperation in the defense or 14.1. Assignment. Neither Party may assign any rights or delegate
settlement of the Claim.This indemnity will not apply to Claims arising any obligations under this Agreement without the prior written consent
from use of the DESI Software outside the scope of the license granted of the other Party;provided that DESI may subcontract Services upon
to Customer, use of the DESI Software or DESI Hardware in 30 days'prior written notice to Customer.Any attempted assignment or
combination with Third-Party Products (other than those approved by delegation in violation of this Section 14.1 will be null and void.
DESI or set forth in the Specifications) or modification of the DESI
Software or DESI Hardware not performed or provided by DESI,to the 14.2. Severability. If any term of this Agreement is held to be
extent such use, combination or modification is the cause of such unenforceable,the other terms of this Agreement will be enforced to the
Claim. fullest extent permitted by law.
9.2. If a Claim results in an injunction against Customer's use of any 14.3. Counterparts. This Agreement may be executed in
component of DESI Software or DESI Hardware,or if DESI reasonably counterparts,each of which will be deemed an original but all of which
anticipates such an injunction, DESI will procure for Customer the right together will constitute one and the same instrument,
to continue using the component, replace the component or modify the 14.4. Governing Law. This Agreement will be construed under the
component to avoid the Claim while retaining substantially the same laws of the State of Colorado, and the state and federal courts within
functionality. Colorado have non-exclusive jurisdiction for all actions to enforce this
9.3. Customer shall be responsible for any expenses or damages Agreement.
arising from a third-party patent, copyright or trademark infringement
claim arising from DESI's compliance with Customer's specific designs
or instructions. Each Party shall indemnify the other Party from third-
Weld County,CO Voting System Agreement
Diebold Election Systems,Inc. Page 3 of 8 3/21/2006
14.5. Waiver.No waiver or failure of a party to assert any right under 14.8. No Third-Party Beneficiary. It is expressly understood and
this Agreement on any one occasion will operate as a waiver of any agreed that the enforcement of the terms and conditions of this
other right on that occasion or any right on any other occasion. Agreement,and all rights of action relating to such enforcement,shall
14.6. Notices. All notices under this Agreement will be delivered be strictly reserved to the undersigned patties and nothing in this
personally,sent by confirmed facsimile transmission,sent by nationally Agreement y pecs give noto allow c any claim or right of actionis the whatsoever by
recognized express courier or sent by certified or registered U.S.mail, any on of the included in this a any entt It f the express
ant
return receipt requested,to the address shown on the Signature Page intention the undersigned e patties that any entity other than the
or such other address as may be specified by either Party to the other undersigned b incidental beneficiary eng services or benefits under this Agreement
Party in compliance with this Section 14.6. Notices will be deemed shall be an only.
effective on personal receipt, receipt of such electronic facsimile 14.9. Entire Agreement. This Agreement contains the entire
confirmation,two days after such delivery by courier and four days after Agreement and understanding between the parties to this Agreement
such mailing by U.S.mail. and supersedes any other agreements concerning the subject matter of
14.7. Interpretation. This Agreement, including all Exhibits, is the this transaction,whether oral or written.
complete and final expression of the Parties' agreement regarding its 14.10. No Waiver of Immunities. No portion of this Agreement shall be
subject mailer and supersedes all prior or contemporaneous deemed to constitute a waiver of any immunities the parties or their
communications or agreements,written or oral,by the Parties regarding officers or employees may possess, nor shall any portion of this
such subject matter. In the event of any conflict between these Terms Agreement be deemed to have created a duty of care which did not
and Conditions and any provisions set forth in any other part of this previously exist with respect to any person not a party to this
Agreement,these Terms and Conditions will prevail.No amendment or Agreement.
supplement to this Agreement is effective unless in writing and signed
by both Parties'authorized representatives.The word'Include"(or any
of its derivatives)is deemed to be followed in all contexts by the words
"without limitation."Headings are included for convenience and will be
ignored in interpreting this Agreement.
Weld County,CO Voting System Agreement
Diebold Election Systems,Inc. Page 4 of 8 3/21/2006
EXHIBIT A
PRICING AND PAYMENT SCHEDULE
Pricing
Weld County 89,000 Reg Voters
Vote Centers(<40) 1-18-06 18 R6 units
Request for 310 AVTSX units
ITEM OTY DESCRIPTION UNIT PRICE EXTENSION
E ectron c Ba of Tabu store
1 310 AccuVote-TSx Tabulator includes: $3,150.00 $976,500.00
Printer Ribbon/Paper
Internal Battery
Integrated Voting Booth
Memory Device
2 310 TSx AVPM(Voter Verifiable Printer) $350.00 $108,500.00
3 310 Tsx AVPM Carrying Case $85.00 $26,350.00
4 40 ADA Keypad and Audio Headset $150.00 $6,000.00
Touchscreen Equipment $1,117,350.00
Supp es
5 10 TSx Election Administrator Card $5.00 $50.00
6 50 TSx Precinct Supervisor Card $5.00 $250.00
7 5 TSx Election Security Key Card $5.00 $25.00
8 1240 TSx Voter Cards(4 per unit) $2.95 $3,658.00
9 310 Spare TSx Memory Device $135.00 $41,850.00
10 310 Spare Paper rolls $1.70 $527.00
11 310 Spare Security Canisters $15.00 $4,650.00
12 62 Warehouse Carts $400.00 $24,800.00
13 0 Voter Card Encoders $395.00 $0.00
Total Supplies $75,810.00
Vote Counting Application Software/Hardware
18 1 Enchanced Security application(Key Card Tool) $10,000.00 $10,000.00
19 1 VR Interface for early voting $5,000.00 $5,000.00
20 0 VC Programmer software $5,000.00 $0.00
21 3 Ethernet hub $150.00 $450.00
22 120 ST100(encoder for vote centers) $150.00 $18,000.00
23 310 TSX Application software $100.00 $31,000.00
24 0 EMP Memory Device Mass Creator with label printer $4,995.00 $0.00
Total Vote Counting Software/Hardware $64,450.00
nsta at on Sery ces
installation&Support Includes:
25 Acceptance Testing of equipment(on-site)
26 Staff Training(on-site)
27 2006 Election Suomi(2 elections)which includes:
28 -On-Site L&A Preparation Support
29 -GEMS central server support
30 -Pollworker Train the Trainer class
31 -On-Site Election Day Support Rovers-(2 per election)
32 Installation&Support Services $70,000.00
33 SubTotal $1,327,610.00
34 Allowance ($250,000.00)
35 Shipping/Insurance $ 12,000.00
PerformanceTotal $ 5,974.25
36 System $1,095,584.25
Weld County,CO Voting System Agreement
Diebold Election Systems,Inc. Page 5 of 8 3/21/2006
Recurring Fees
(After Initial Included Warranty Period)
Warranties
37 310 Initial 12-month warranty(TS plus AVPM) included included
38 310 Annual cost of TS extended warranty $95.00 $29,450.00
39 310 Annual cost of AVPM extended warranty $25.00 $7,750.00
40 1 Annual maintenance of Key Card tool software license $1,800.00 $1,800.00
41 1 Annual maintenance of VC Programmer software license $900.00 $900.00
43 310 Annual maintenance of TS software application license $5.00 $1,550.00
Note:Extended warranties can be purchased in advance and
pro-rated to coincide with a calendar year.
Optiona E ect on Supp les
44 0 AVPM security canisters $15.00 $0.00
45 0 AVPM paper rolls $1.70 $0.00
Additional sales tax may apply and is not included in above
pricing.
Additional Onsite Election Support:
Diebold Election Systems'rates for onsite election services,after
the 2006 Primary and General Election is:
$1260/day(plus actual travel expenses estimated at$1000/election)
3-day minimum for Election Day support applies for estimated per
election cost$4600
Payment
Description of Milestone/Date Payment Due*
Delivery 25%
Acceptance Testing 35%
Training 30%
Certification of First Election 10%
Total: 100%
'Late payments accrue interest at the lesser of 1.5%per month or the highest rate permitted by law.
Weld County,CO Voting System Agreement
Diebold Election Systems,Inc. Page 6 of 8 3/21/2006
EXHIBIT B
SOFTWARE LICENSE AND MAINTENANCE SERVICES SCHEDULE
1. Exhibit B Term.This Exhibit B is effective as of the Effective Date exclusive remedy of Customer for any defects in the operation of
and, if not extended as provided herein, expires on the last day of the the DESI Software.
Warranty Period.Customer may thereafter extend the effectiveness of this
Exhibit B for up to 20 successive one-year renewal periods (each, a 6.2. If a problem cannot be resolved using remote diagnostics, upon
"Software Renewal Term") by paying, for each Software Renewal Term, Customer's prior authorization, DESI will send a specialist to the
the Annual Software License and Maintenance Fee set forth in Exhibit A of Customer's premises under the following terms:
the Agreement at least 30 days before such Software Renewal Term 6.2.1. If the problem lies solely with DESI Software, DESI is
begins. The period during which this Exhibit B is in effect is referred to responsible for all expenses associated with the resolution of the
herein as the"Exhibit B Term."On expiration of the Exhibit B Term(a)the problem, provided that Customer has incorporated all error
licenses granted in this Exhibit B will automatically terminate,(b)Customer corrections or changes to the DESI Software within ten days after
shall cease any further use of the DESI Software and(c)DESI may cease
performing the maintenance services set forth in this Exhibit B. receiving them from DESI.
6.2.2. If the problem is due to acts or omissions by Customer or a
2. Payment. The Total Initial Investment specified in Exhibit A of the third party,including by the failure to incorporate all error corrections
Agreement includes payment in full, for the Warranty Period, for the or changes in a timely manner,Customer is responsible for all fees
licenses, maintenance and support described in this Exhibit B. Each and expenses at DESI's then-current consulting service rate. Such
Annual Software License and Maintenance Fee constitutes payment in full, problems include those that arise from the failure of Third-Party
for the duration of the applicable Software Renewal Term,for the licenses, Products,installation of the DESI Software on hardware that was not
maintenance and support described in this Exhibit B. approved by DESI, or improper use of the DESI Software or the
3. License to DESI Software.Subject to the terms of this Exhibit B and hardware upon which it is installed.
the Agreement,DESI grants Customer a non-exclusive license,without the 6.3. As is reasonably necessary for DESI to provide maintenance and
right to transfer or sublicense, to use,during the Exhibit B Term, for the support,Customer shall provide access to its personnel and premises,be
purpose of preparing for and conducting federal, state or local elections, responsible for maintaining all necessary computer hardware (other than
ran-offs, referenda and other similar voting events that take place within Warranted Hardware), communications equipment, telephone lines,
Weld County,Colorado,the numbers of copies specified in Exhibit A of the cabling and modems, and make available paper, disk packs and other
DESI Software applications identified therein. This license may be similar supplies.
exercised by Customer officials,employees and volunteers authorized by
Customer to conduct the above-described elections. 7. Enhancements and Upgrades. During the Exhibit B Term, DESI shall
provide Enhancements and Upgrades (each as defined below) to Customer
4. Third-Party Products.Subject to the terms of this Exhibit B and the under the following terms and conditions.
Agreement, DESI agrees to sublicense any software that constitutes or is
contained in Third-Party Products, in object code form only,to Customer 7.1. DESI may provide Customer with unsolicited error corrections or
for use during the Exhibit B Term as part of the System for the purposes changes to the DESI Software that DESI determines from time to time are
described in Section 3 of this Exhibit B.This sublicense is conditioned on necessary for proper operation of the System("Enhancements").
Customers continued compliance with the terms and conditions of the 7.2. DESI may release DESI Software improvements that add to or
end-user licenses contained on or in the media on which such software is change the functionality characterizing the DESI Software as of the
provided. Effective Date ("Upgrades"). Upgrades do not include later released
5. No Other Licenses.Other than as expressly set forth in this Exhibit versions of the DESI Software with a higher version number.
B,(a)DESI grants no licenses,expressly or by implication,and(b)DESI's 7.3. Customer shall incorporate each Enhancement and Upgrade
entering into and performing the Agreement(including this Exhibit B)will within ten days after receipt from DESI,unless DESI consents in writing to
not be deemed to license or assign any intellectual property rights of DESI a delay in such incorporation. Each Enhancement and Upgrade will be,
to Customer or any third party. Without limiting the foregoing sentence, from and after delivery to Customer, licensed to Customer under this
Customer agrees to use each copy of the AccuVote-TSX firmware, or Exhibit B and treated for all purposes as part of the DESI Software.
AccuVote-OS firmware, only on the AccuVote-TSX unit, or AccuVote-OS
unit,with which the copy is supplied,agrees not to use any DESI Software 7.4. Notwithstanding any term of this Exhibit B to the contrary, DESI
as a service bureau for elections outside Weld County, Colorado and shall not provide,and shall not be obligated to provide,under this Exhibit B
agrees not to reverse engineer or otherwise attempt to derive the source any Update,Enhancement or other software or firmware that has not been
code of any DESI Software. fully certified under any and all applicable provisions of the election laws
and regulations of Weld County,Colorado.
6. DESI Software Maintenance
8. Incorporation of Provisions Surviving Expiration or Termination of
6.1. During the Exhibit B Term, DESI shall maintain the Term. Effective upon expiration or termination of the Term of the Agreement,
DESI Software so that it operates in conformity at all times Sections 1 and 8 through 14 of the Agreement will be incorporated in this Exhibit
with the warranties set forth in the Agreement. DESI shall B as if fully set forth herein,and will survive such expiration or termination(along
correct any reproducible error affecting the DESI Software. with those specified in Section 2.3 of the Agreement)for the remainder of the
Suspected error conditions will be investigated and corrected Exhibit B Term.
by DESI personnel at the DESI office to the extent possible.
Repair or replacement under this Exhibit B will be the
Weld County,CO Voting System Agreement
Diebold Election Systems,Inc. Page 7 of 8 3/21/2006
EXHIBIT C
HARDWARE WARRANTY SERVICES SCHEDULE
1. Exhibit C Term. This Exhibit C is effective as of the Effective Date 3.1.3. In special or unusual circumstances, Customer may
and, if not extended as provided herein, expires on the last day of the request to borrow a hardware unit that can serve as a temporary
Warranty Period.Customer may thereafter extend the effectiveness of this replacement for the malfunctioning item of Warranted Hardware
Exhibit C for up to 20 successive one-year renewal periods (each, a ("Loaner"). DESI may, at its discretion, provide a Loaner for
'Hardware Renewal Term")by paying,for each Hardware Renewal Term, Customer to use for election activity until the covered item is
the Annual Extended Hardware Warranty Fee set forth in Exhibit A of the repaired or replaced. DESI and Customer shall agree in advance
Agreement at least 30 days before such Hardware Renewal Term begins. on the fee for the use of the Loaner.
The period during which this Exhibit C is in effect is referred to herein as 3.2. For the avoidance of doubt, the following services are among
the"Exhibit C Term." those not covered by the payments identified in Section 2 above,and are
2. Payment. The Total Initial Investment specified in Exhibit A of the available at DESI's then current time and material rates.
Agreement includes payment in full, for the Warranty Period, for the 3.2.1. The replacement of consumable items such as batteries,
hardware warranty services described in this Exhibit C. Each Annual paper rolls, ribbons, clock chips, smart cards, floppy disks, and
Extended Hardware Warranty Fee constitutes payment in full for the disks on chips.
hardware warranty services described in this Exhibit C for the duration of
the applicable Hardware Renewal Term. 3.2.2. The repair or replacement of Warranted Hardware
3. Warranted Hardware damaged by accident, abuse, neglect, improper usage or as a
result of service modification by anyone other than DESI and its
3.1. During the Exhibit C Term, DESI shall maintain the items of authorized service representatives.
DESI Hardware identified in Exhibit A and any other items of DESI 3.2.3. The repair,refitting or replacement of any DESI Hardware
Hardware for which Customer purchases extended warranty services to comply with the changes in any applicable laws or regulations
under this Exhibit C(collectively,'Warranted Hardware"),so that they becoming effective after acceptance of such Hardware.
operate in conformity at all times with the warranties set forth in the
Agreement. If any item of the Warranted Hardware fails during the 4. Gaps in Warranty Coverage. Customer may purchase extended
Exhibit C Term to operate in conformity with the warranties set forth hardware warranty services under this Exhibit C for items of DESI Hardware for
in the Agreement,DESI shall fully repair or,at DESI's option,replace which coverage has lapsed. In such case, in addition to payment of the
the Warranted Hardware.The following conditions apply: applicable Annual Extended Hardware Warranty Fee, Customer will pay at
3.1.1. Customer shall bear the shipping costs to return the DESI's then current time and material rates for inspections and repairs required
pp g to bring the items of DESI Hardware up to warranty-level standards.
malfunctioning item of Warranted Hardware to DESI and
DESI shall bear the costs for ground-shipping the repaired or 5. Incorporation of Provisions Surviving Expiration or Termination of
replaced item of Warranted Hardware to Customer.Shipping Term. Effective upon expiration or termination of the Term of the Agreement,
costs are based on ground service rates. If faster shipping Sections 1 and 8 through 14 of the Agreement will be incorporated in this Exhibit
service is required, the shipping cost shall be at the C as if fully set forth herein, and will survive such expiration or termination
Customer's expense. (along with those specified in Section 2.3 of the Agreement)for the remainder of
3.1.2. Customer may request on-site support services. If the Exhibit C Term.
DESI agrees to provide on-site support services, such
services will be provided on a time and material basis.
Weld County,CO Voting System Agreement
Diebold Election Systems,Inc. Page 8 of 8 3/21/2006
EXHIBIT "D"
Weld County 89,000
Vote Centers (< 40) 1-18-06 18
Request for 310 AVTSX units
ITEM QTY DESCRIPTION UNIT PRICE
Electronic Ballot Tabulators
1 310 AccuVote-TSx Tabulator includes: $3,150.00
Printer Ribbon/Paper
Internal Battery
Integrated Voting Booth
Memory Device
Ballot Station 4.6.4
2 310 TSx AVPM (Voter Verifiable Printer) $350.00
3 310 Tsx AVPM Carrying Case $85.00
4 40 ADA Keypad and Audio Headset $150.00
Touchscreen Equipment
Supplies
5 10 TSx Election Administrator Card $5.00
6 50 TSx Precinct Supervisor Card $5.00
7 5 TSx Election Security Key Card $5.00
8 1240 TSx Voter Cards(4 per unit) $2.95
9 310 Spare TSx Memory Device $135.00
10 310 Spare Paper rolls $1.70
11 310 Spare Security Canisters $15.00
12 62 Warehouse Carts $400.00
13 0 Voter Card Encoders V 1.3.2 $395.00
Total Supplies
Vote Counting Application Software/Hardware
18 1 Enchanced Security application(Key Card Tool)V 4.6.1 $10,000.00
19 1 VR Interface for early voting $5,000.00
20 0 VC Programmer software V 4.6.1 $5,000.00
21 3 Ethernet hub $150.00
22 120 ST100(encoder for vote centers) $150.00
23 310 TSX Application software $100.00
24 0 EMP Memory Device Mass Creator with label printer $4,995.00
Total Vote Counting Software/Hardware
Installation Services
Installation&Support includes:
25 Acceptance Testing of equipment(on-site)
26 Staff Training (on-site)
27 2006 Election Support(2 elections)which includes:
28 -On-Site L&A Preparation Support
29 -GEMS central server support
30 -Pollworker Train the Trainer class
31 -On-Site Election Day Support Rovers- (2 per election)
32 Installation&Support Services
Weld County 89,000
Vote Centers (< 40) 1-18-06 18
Request for 310 AVTSX units
33 SubTotal
34 Allowance
35 Shipping/Insurance
Performance Bond
36 System Total
Warranties
37 310 Initial 12-month warranty(TS plus AVPM) included
38 310 Annual cost of TS extended warranty $95.00
39 310 Annual cost of AVPM extended warranty $25.00
40 1 Annual maintenance of Key Card tool software license $1,800.00
41 1 Annual maintenance of VC Programmer software license $900.00
43 310 Annual maintenance of TS software application license $5.00
Note:Extended warranties can be purchased in advance and pro-rated to c
Optional Election Supplies
44 0 AVPM security canisters $15.00
45 0 AVPM paper rolls $1.70
Additional sales tax may apply and is not included in above pricing.
Additional Onsite Election Support:
Diebold Election Systems'rates for onsite election services, after the 2006 Primar
$1260/day(plus actual travel expenses estimated at$1000/election)
3-day minimum for Election Day support applies for estimated per election cost$'
Reg Voters
R6 units
EXTENSION
$976,500.00
$108,500.00
$26,350.00
$6,000.00
$1,117,350.00
$50.00
$250.00
$25.00
$3,658.00
$41,850.00
$527.00
$4,650.00
$24,800.00
$0.00
$75,810.00
$10,000.00
$5,000.00
$0.00
$450.00
$18,000.00
$31,000.00
$0.00
$64,450.00
$70,000.00
Reg Voters
R6 units
$1,327,610.00
($250,000.00)
$ 12,000.00
$ 5,974.25
$1,095,584.25
included
$29,450.00
$7,750.00
$1,800.00
$900.00
$1,550.00
oincide with a calendar year.
$0.00
$0.00
y and General Election is:
4600
'EBOLD Diebold Election Systems,Inc.
P.O.Box 1019 Overnight
Allen,Texas 75013 1253 Allen Station Parkway
469-675-8990 Allen,TX 75002
fox 214-383-1596
www.dieboldes.corn
March 30, 2006
Mr. Bruce T. Barker
Weld County Attorney's Office
915 10th Street
Greeley, CO 80632
Telephone No.: 970-356-4000
Dear Mr. Barker:
Enclosed please find three (3)fully executed original Voting System Agreement between Diebold Election
Systems, Inc. and Weld County, Colorado for your reference. Also enclosed is the mutually initialed faxed
face sheet of the Agreement.
Should you have any further questions with regards to the contract, please feel free to contact the
Contracts Department care of the information above, ext. 1163.
Thank you very much for your assistance in this matter.
Best Regards,
T & nda 2fawkZns
Contracts Department
Diebold Election Systems, Inc.
Enclosure
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