The URL can be used to link to this page

Home My WebLink About2017-038C v ER c Indian River County Florida Indian River County a Administration Complex 1801 27th Street, Building * * A �011111) Master Vero Beach,Florida, 32960-3388 www ircgov corn File Number: 17-0305 File ID: 17-0305 Type: Constitutional Officers& Status: Agenda Ready Other Govt. Version: 1 Project In Control: Constitutional Number: Officers and Governmental Agencies File Created: 03/15/2017 Subject: Final Action: 03/21/2017 Title: Indian River County Supervisor of Elections Leslie R. Swan: RFP#2017039 for purchase of new voting system for Indian River County Internal Notes: Voting System Agenda Date: 03/21/2017 Agenda Number: 9.A Sponsors: Enactment Date: Attachments: Letter from Supervisor of Elections, RFP Review Enactment Number: Committee's Key Factors, Voting System Cost Proposal Bid Number: 2017039 Hearing Date: Entered by: droy@ircgov corn Effective Date: History of Legislative File ver- Acting Body Date: Action: Sent To: Due Date: Return Result: sion: Date: 1 Board of County 03/21/2017 Approved Pass Commissioners Action Text: A motion was made by Commissioner Solari,seconded by Chairman Flescher,to approve entering into a formal contract with Elections Systems&Software(ES&S)for the purchase of a new voting system for Indian River County,and to allow the trade-in of the existing Sequoia Voting Equipment. The motion carried by the following vote: Aye. 4 Chairman Flescher Vice Chairman O'Bryan Commissioner Adams Commissioner Solari Absent: 1 Commissioner Zorc Indian River County Florida Pagel Printed on 4/11/2017 11208 JOHN GALT BLVD OMAHA,NE 68137-2364 (402)593-0101 "'Sales Order Agreement ELECTION SYSTBU IL Customer P O.#, 1 st Electron Date: To be Agreed Upon by the Parties Estimated Delivery Date: To be Agreed Upon by the Parties Customer Contact,Title: Leslie Rossway Swan-Supervisor of Elections Phone Number (772)226-3435 Customer Name: Indian Rive County,Florida Fax Number, (772)770-5367 Type of Sale: NEW Type of Equip: NEW ❑ REFURBISHED Bill To: Ship To: Indian Rive County,Florida Indian Rive County,Florida Leslie Rossway Swan-Supervisor of Elections Leslie Rossway Swan-Supervisor of Elections 4375 43rd Avenue 4375 43rd Avenue Vero Beach,FL 32967 Vero Beach,FL 32967 Item Description 61yt Price Total Model DS200 Digital Image Scanner with Internal Backup Battery,Plastic Ballot Box 1 DS200 with Steel Door and a-Bin,Paper Roll,and 8GB Jump Drive 76 $5,840.00 $443,840.00 2 Other DS200 Wireless Modem(Verizon) 76 $300.00 $22,800.00 3 Other Tote Bin 90 $225.00 $20,250.00 4 Other 4GS Jump Drive(Additional) 8 $105.00 $840.00 5 Other 11"DS200 Blank Ballot Stock(500 per pkg) 5 $60.00 $300.00 Model DS850 High Speed Digital Image Scanner with Steel Table,Report Printer,Audit 6 DS850 Printer,Start-Up Kit,Dust Cover,Battery Backup,Two(2)USB Cables,and Three(3) 2 $111,500.00 $223,000.00 8GB Thumb Drives 7 Initial Annual License Fee Model DS850 Scanner 2 Included Included 8 Other BGB Thumb Drive(Additional) 76 $210.00 $15,960.00 9 ExpressVote ExpressVote BMD Terminal with Internal Backup Battery,Power Supply with AC Cord, 42 $3,325.00 $139,650.00 ADA Keypad,Headphones,and 4GB Flash Drive 10 ExpressVote Soft-Sided Carrying Case 42F$725.00 75.00 $7,350.00 11 Other ExpressLink Printer 4 $2,900.00 12 Other ExpressVote Ballot Card Stock-11"(250 per pkg) 1022.50 $225.00 13 Other ExpressVote Ballot Card Stock-14"(250 per pkg) 10 $23.75 $237.50 14 Other ExpressVote Ballot Card Stock-19"(250 per pl(g) 5 $30.00 $150.00 15 Software ElectionWare Software-PYO Standard 1 $37,645.00 $37,645.00 16 Software ExpressLink Software EF $4,070.00 $4,070.00 17 Third Party Items 3rd Party Items as set forth on Exhibit B $46,842 64 $46,842.64 18 Network Installation 3rd Party Configuration and Installation-Customer Site $2,300.00 $9,200.00 19 Equipment Installation Model DS200 Scanners 76 $1'15.00 $8,740.00 20 Equipment Installation/ Model DS850 Scanner Training Fee 1 $3,575.00 $3,575.00 21 Equipment Installation/ Model DS850 ScannerAdditional Unit Training Fee ( ) 1 $1,000.00 $1,000.00 22 Equipment Installation ExpressVote BMD Terminals 42 $105.00 $4,410.00 23 Services Project Management Day 18 $1,650.00 $29,700.00 24 Services Equipment Operations Training Day 2 $1,650.00 $3,30000 25 Services Software Training Day 5 $1,650.00 $8,250.00 26 Services Election On-Site Support Event 3 $4,525.00 $13,57500 Equipment Being Traded-In by Customer Includes: 27 Trade-In Allowance 1-Optech 400-C High Speed Tabulator 64-Optech Insight Plus with Ballot Box 1 ($10,250 00) ($10,250.00) 74-AVC Edge 28 Shipping Shipping&Handling 1 $9,593.50 $9,593.50 Order Subtotal $ 1,047,153.64 Freight Billable: yes 0 no ❑ Customer Discount ($102,294.97) Order Total $ 944,858.67 Gene Seets2" 2017 t -Ilegional Sale!j_Manager Customer Signature ,• ' ;F""' �e 1 l Joseph E. Flescher Gad tlso! fAvi 1, ` Cha i rman r et L I f'l P�•: —�• lP of Finance Date Title �*, Trade-In Equipment: •p ES&S will coordinate and pay for the pickup and transportation of the trade-in equipment from Customer's site on a date to be mutually agreed upon by the pAp,"i ES&S is responsible for preparing,packaging and palletizing the trade-in equipment for shipment. •., '£ .R QQU ,.•' Note 1 Standard ES&S voter education videos and artwork materials in digital format. (Customized voter education materials will be per quote) Note 2: ES&S agrees to provide the Customer with a credit in the amount of$7,580.00 to be used towards the future purchase of DS200 blank ballot stock at the price set forth below Customer must use the foregoing credit by December 31,2018. Shipping costs are not included and are additive. 14",17",and 19"ballot stock is priced at$60.00 per package(package includes 500 sheets of ballot stock) 100%of Order Total due Thirty(30)Calendar Days after the later of(a)Equipment Delivery,or(b)Receipt of Corresponding ES&S Invoice. Payment Terms Note 1 Any applicable state and local taxes are not included,and are the responsibility of the Customer Note 2:In no event shall Customer's payment obligations hereunder,or the due dates for such payments,be contingent or conditional upon Customer's receipt of federal and/or state funds. Warranty Period (Years): One(1)Year After Equipment Delivery Hardware Maintenance and Software License, Maintenance and Support Services (Post-Warranty Periad) The terms,conditions,and pricing for the Hardware Maintenance and Software License,Maintenance and Support Services(Post-Warranty Period)are set forth in Exhibit A attached hereto. SEE GENERAL TERMS AND CONDITIONS ATTEST: APPPOVED AS TO t-OHM Jeffrey R. Smith, Clerk of Court AND LEGAL S(J, :Fl;;IENCY and Comptroller y BY BY: ` r ( 1 DYLAN REINGOLD Deputy) Clprk COUNTY ATTORNEY EXHIBIT A HARDWARE MAINTENANCE AND SOFTWARE LICENSE, MAINTENANCE AND SUPPORT SERVICES (POST-WARRANTY PERIOD) ARTICLE I GENERAL 1 Term; Termination. This Exhibit A for Hardware Maintenance and Software License, Maintenance and Support Services shall be in effect for the coverage period as described in Schedule Al (the "Initial Term"). Upon expiration of the Initial Term, this Exhibit A shall automatically renew for an unlimited number of successive One-Year Periods (each a"Renewal Period") until this Exhibit A is terminated by the first to occur of (a) either party's written election not to renew, which shall be delivered to the other party at least thirty (30) days prior to the end of the Initial Term or any Renewal Period, as applicable, (b)the date which is thirty(30) days after either party notifies the other that it has materially breached this Exhibit A, if the breaching party fails to cure such breach (except for a breach pursuant to subsection (e), which will require no notice), (c) the date which is thirty (30) days after ES&S notifies Customer that it is no longer able to procure replacement parts that may be needed in order to perform the Hardware Maintenance Services contemplated hereunder, (d) the date on which the Equipment or firmware installed thereon is no longer certified by federal and/or state authorities for use in Customer's jurisdiction, or (e) the date which is thirty (30) days after Customer fails to pay any amount due to ES&S under this Exhibit A. The termination of this Exhibit A shall not relieve Customer of its liability to pay any amounts due to ES&S hereunder and shall only entitle Customer to a prorated refund of any fees already paid to ES&S in the event that this is Exhibit A is terminated pursuant to subsection 1(c) or 1(d) above 2. Fees. In consideration for ES&S' agreement to provide Hardware Maintenance and Software License, Maintenance and Support Services under this Exhibit A, Customer shall pay to ES&S the Hardware Maintenance and Software License, Maintenance and Support Fees set forth on Schedule Al for the Initial Term. The Hardware Maintenance and Software License, Maintenance and Support Fees for the Initial Term are due as set forth on Schedule Al. ES&S may increase the Hardware Maintenance and Software License, Maintenance and Support Fees for a Renewal Period by not more than 3% of the amount of the most recent Fees paid by Customer. All fees for any Renewal Period shall be due and payable no later than thirty (30) days prior to the beginning of such Renewal Period. The Software License, Maintenance and Support Fee shall be comprised of(i) a fee for the Software License, Maintenance and Support provided for the ES&S Firmware, and (ii) a fee for the Software License, Maintenance and Support provided for all other ES&S Software, and shall be in addition to any fees or charges separately referred to in any Section of this Exhibit A. If Customer elects to receive Software License, Maintenance and Support for an Add-On or New Product during the Initial Term or any Renewal Period thereof, ES&S will charge an incremental Software License, Maintenance and Support Fee for such services In the event Customer terminates this Exhibit A through no fault of ES&S and later desires to subscribe for a Hardware Maintenance and Software License, Maintenance and Support plan, or otherwise changes its Hardware Maintenance and Software License, Maintenance and Support plan with ES&S during the Initial Term or any Renewal Period thereof, ES&S will charge the Customer its then current contract administration fee in order to process such new subscription for, or change in, Hardware Maintenance and Software License, Maintenance and Support plan coverage ARTICLE II HARDWARE 1 Maintenance Services. The Hardware Maintenance Services to be provided to Customer under this Agreement for the ES&S equipment set forth on Schedule Al (the"Products") shall be subject to the following terms and conditions. a. Routine Maintenance Services. An ES&S Representative shall provide such services as may be necessary to keep the Products working in accordance with their Documentation, normal wear and tear excepted ("Normal Working Condition"). The services provided by ES&S pursuant to this Subsection 1(a) are referred to herein as "'Routine Maintenance Services Routine Maintenance Services shall be provided once each Twelve (12) Months during the Initial Term or any Renewal 1 Period thereof Generally, Routine Maintenance Services shall include cleaning, lubrication, diagnostic check, and calibration services. The Routine Maintenance Services shall not include the repair or replacement of any ES&S Equipment components that are consumed in the normal course of operating the Equipment, including, but not limited to, printer ribbons, printer cartridges, paper rolls, batteries, removable media storage devices, PCMCIA cards or marking devices. Customer may request that Routine Maintenance Services be performed more than once during the Initial Term or any Renewal Period Any such request shall be made at least sixty (60) days before the Routine Maintenance Services are desired. The per-unit fee for such additional Routine Maintenance Services is set forth on Schedule Al and shall be due within thirty (30) days after invoice date. At the request of Customer, ES&S shall provide a reasonably detailed record of all Routine Maintenance Services performed with respect to the Products ES&S will schedule the Routine Maintenance Services with Customer The Routine Maintenance Services will be provided at Customer's Designated Location. Customer's "Designated Location" shall mean Customer's owned or leased facility at which Customer desires ES&S to perform the Hardware Maintenance Services. b Repair Services. i. Defects Under Normal Use and Service. If a defect or malfunction occurs in any Product while it is under normal use and service, Customer shall promptly notify ES&S, and ES&S shall use reasonable efforts to restore the item to Normal Working Condition as soon as practicable The services provided by ES&S pursuant to this Subsection 1(b)(i) are referred to herein as "Repair Services". ES&S will perform Repair Services in conjunction with a Routine Maintenance Service event at the Customer's Designated Location. ii. Defects Due to Customer Actions or Omissions. If a defect or malfunction occurs in any Product as a result of (1) repairs, changes, modifications or alterations not authorized or approved by ES&S, (2) accident, theft, vandalism, neglect, abuse or use that is not in accordance with instructions or specifications furnished by ES&S or (3) causes beyond the reasonable control of ES&S or Customer, including acts of God, fire, flooding, riots, acts of war, terrorism or insurrection, labor disputes, transportation delays, governmental regulations, and utility or communication interruptions, rodent infestation, or if Customer does not notify ES&S within 72 hours after it knows of the defect or malfunction or is otherwise not in compliance with its obligations hereunder, Customer shall pay ES&S for the Repair Services at ES&S' then- current rates, as well as for the cost of all parts used in connection with such Repair Services iii. Timing. The date(s) on which any Repair Services shall be provided shall be mutually agreed upon by ES&S and Customer If Customer requires ES&S to provide "emergency" Repair Services (which shall be defined as Repair Services that are provided by ES&S within 48 hours after Customer notifies ES&S of the need therefore), and such emergency Repair Services are not needed as a result of an action, error or omission by ES&S, Customer shall pay a surcharge, as set forth on Schedule Al. iv. Loaner Unit. At Customer's request and if such product is available, ES&S shall use reasonable efforts to promptly make available to Customer a product that is the same as, or substantially similar to, the Product for which Repair Services are being performed (a "Loaner Unit"). If the Repair Services are being performed pursuant to Subsection 1(b)(ii) above, Customer shall pay ES&S for the use of the Loaner Unit at ES&S' then-current rates including the cost of shipping C. Exclusions. ES&S has no obligation under this Agreement to (i) assume the obligations under any existing or expired warranty for a Third Party Item; (ii) repair or replace Product components that are consumed in the normal course of operating the Product, including, but not limited to, printer ribbons, printer cartridges, paper rolls, batteries, removable media storage devices, PCMCIA cards or marking devices, or(iii) repair any Product from which the serial number has been removed or altered. In addition, ES&S may, at any time in its discretion, determine that any Product is no longer fit for Hardware Maintenance Services because it is in such poor condition that it cannot practically be 2 restored to Normal Working Condition, or cannot be restored to Normal Working Condition at an expense that is less than the then-current value of the Product. If such a determination is made, ES&S shall no longer be required to provide Hardware Maintenance Services for such Product. ES&S shall also refund to Customer an amount equal to (1) that portion of the most recent fee paid for Hardware Maintenance Services that is attributable to such Product, multiplied by (2) a fraction, the numerator of which is the remaining number of days in the respective period within the Initial Term or Renewal Period for which such fee was paid and the denominator of which is the total number of days in the respective period within such Initial Term or Renewal Period d Sole Provider; Access. Customer shall not permit any individual other than an ES&S Representative to provide maintenance or repairs with respect to the Products for so long as the Initial Term or any Renewal Period is in effect. Customer shall provide ES&S Representatives with all information necessary to enable them to provide Hardware Maintenance Services. Customer shall likewise provide full access to the Products and adequate working space for all Hardware Maintenance Services performed at its Designated Location, including sufficient heat, lights, ventilation, electric current and outlets. e Storage. When not in use, Products should be stored in a clean, secure environment. During operation of the Products, the facility temperature range should be 50° to 104° and the moisture range should be 10%to 50% relative humidity f Reinstatement of Hardware Maintenance Services; Inspection. If the Initial Term or any Renewal Period thereof expires without being renewed, Customer may thereafter resume receiving Hardware Maintenance Services upon (a) notification to ES&S and (b) the granting to ES&S of access to the Products. ES&S requires Customer to allow it to inspect such Products before it provides any Hardware Maintenance Services The purpose of such inspection shall be to determine whether or not the Products are in Normal Working Condition. The cost of such inspection will be at ES&S' then current rates and shall be due from Customer within thirty(30) days of its receipt of ES&S' invoice therefore If any of the Products is not in Normal Working Condition, ES&S, at the option of Customer, (i) shall provide such repairs and replacements as it deems reasonable and necessary to restore such item to Normal Working Condition, at Customer's expense with respect to the cost of any labor(charged at ES&S' then current rates) and parts used in such repairs or replacements, or (ii) shall not provide any Hardware Maintenance Services with respect to such Product(s). ARTICLE III SOFTWARE LICENSE, MAINTENANCE AND SUPPORT SERVICES 1 License and Services Provided. ES&S shall provide license, maintenance and support services ("Software License, Maintenance and Support") for the ES&S Software and ES&S Firmware (collectively, "ES&S Software"), to allow Customer to continue to license and use the software in accordance with the license terms set forth in Sections 2-4 of the General Terms as well as to enable it to perform in accordance with its Documentation in all material respects, and to cure any defect in material or workmanship The specific Software License, Maintenance and Support services provided by ES&S and each party's obligations with respect to such services are set forth on Schedule Al. 2. Updates. During the Initial Term and any Renewal Period thereof, ES&S may continue to provide Updates in accordance with the terms of Section 5 of the General Terms 3 Conditions. ES&S shall not provide Software License, Maintenance and Support for any item of ES&S Software if such item requires such services as a result of(a) repairs, changes, modifications or alterations not authorized or approved by ES&S, (b) accident,theft, vandalism, neglect, abuse or use that is not in accordance with instructions or specifications furnished by ES&S, (c) causes beyond the reasonable control of ES&S or Customer, including acts of God, fire, riots, acts of war, terrorism or insurrection, labor disputes, transportation delays, governmental regulations and utility or communication interruptions, (d) Customer's failure to timely and properly install and use the most recent update provided to it by ES&S, (e)Customer's failure to notify ES&S within three (3) business days after Customer knows of the need for such services, or (f) if Customer is otherwise not in 3 compliance with its obligations under this Exhibit A. Any such Software License, Maintenance and Support shall be provided at the fees to be agreed upon by the parties if and when the need for such Software License, Maintenance and Support arises. Replacement versions of Software requested by Customer as a result of items set forth in this Section 3 or as a result of Customer's actions or inactions shall be billable to Customer at ES&S' then current rates 4 Proprietary Rights. ES&S shall own the entire right, title and interest in and to all corrections, programs, information and work product conceived, created or developed, alone or with Customer or others, as a result of or related to the performance of this Exhibit A, including all proprietary rights therein or based thereon Subject to the payment of all Software License, Maintenance and Support Fees, ES&S hereby grants to Customer a non-exclusive license to use that portion of such corrections, programs, information and work product that ES&S actually delivers to Customer pursuant to this Exhibit A. All licensed items shall be deemed to be ES&S Software for purposes of this Exhibit A. Except and to the extent expressly provided herein, ES&S does not grant to Customer any right, license, or other proprietary right, express or implied, in or to any corrections, programs, information, or work product covered by this Exhibit A. 5 Reinstatement of Software License, Maintenance and Support. If the Initial Term or any Renewal Period thereof expires without being renewed, Customer may thereafter receive a Software License and resume receiving Software Maintenance and Support upon (a) notification to ES&S, (b) payment of all fees, including a reinstatement charge, which would have been due to ES&S had the Initial Term or any Renewal Period not expired, and (c) the granting to ES&S of access to the ES&S Software, so that ES&S may analyze it and perform such maintenance as may be necessary before resuming the Software License, Maintenance and Support services. 4 Schedule Al Pricing Summary Summary: Description Refer To Amount ES&S Hardware Maintenance Fees ES&S Hardware Maintenance $280,692.00 Description and Fees Below ES&S Software License, ES&S Software License, Maintenance and Support Fees Maintenance and Support $432,522.00 Descri tion and Fees Below ES&S Firmware License, ES&S Firmware License, Maintenance and Support Fees Maintenance and Support $123,93000 Descri tion and Fees Below Total Maintenance Fees for the Initial Term: $837,144.00 Terms&Conditions: Note 1:Any applicable state and local taxes are not included, and are the responsibility of Customer Note 2: In the event the Customer subsequently acquires any ES&S Equipment and or ES&S Software, the post warranty maintenance and support periods will be adjusted to synchronize the dates in order to conform with the current term 5 ES&S HARDWARE MAINTENANCE DESCRIPTION AND FEES Initial Term Expiration of the Warranty Period through the ninth anniversary thereof Qty Description Coverage Period Annual Maintenance Maintenance Fee Per Unit Fee In Total 76 Model DS200 Scanner Year 1 $21300 $16,18800 2 Model DS850 Scanner Year 1 $4,602.00 $9,204.00 42 ExpressVote BMD Terminal Year 1 $138.00 $5,796.00 Total Maintenance Fees for Year 1 $31,188.00 76 Model DS200 Scanner Year 2 $21300 $16,18800 2 Model DS850 Scanner Year 2 $4,602.00 $9,204.00 42 ExpressVote BMD Terminal Year 2 $138.00 $5,79600 Total Maintenance Fees for Year 2 $31,188.00 76 Model DS200 Scanner Year 3 $21300 $16,188.00 2 Model DS850 Scanner Year 3 $4,602.00 $9,20400 42 ExpressVote BMD Terminal Year 3 $138.00 $5,79600 Total Maintenance Fees for Year 3 $31,188.00 76 Model DS200 Scanner Year 4 $213.00 $16,18800 2 Model DS850 Scanner Year 4 $4,602.00 $9,20400 42 ExpressVote BMD Terminal Year 4 $138.00 $5,796.00 Total Maintenance Fees for Year 4 $31,188.00 76 Model DS200 Scanner Year 5 $213.00 $16,188.00 2 Model DS850 Scanner Year 5 $4,602.00 $9,204.00 42 ExpressVote BMD Terminal Year 5 $138.00 $5,796.00 Total Maintenance Fees for Year 5 $31,188.00 76 Model DS200 Scanner Year 6 $213.00 $16,18800 2 Model DS850 Scanner Year 6 $4,602.00 $9,204.00 42 ExpressVote BMD Terminal Year 6 $13800 $5,79600 Total Maintenance Fees for Year 6 $31,188.00 76 Model DS200 Scanner Year 7 $21300 $16,188.00 6 2 Model DS850 Scanner Year 7 $4,602.00 $9,20400 42 ExpressVote BMD Terminal Year 7 $138.00 $5,79600 Total Maintenance Fees for Year 7 $31,188.00 76 Model DS200 Scanner Year 8 $21300 $16,18800 2 Model DS850 Scanner Year 8 $4,602.00 $9,204.00 42 ExpressVote BMD Terminal Year 8 $138.00 $5,796.00 Total Maintenance Fees for Year 8 $31,188.00 76 Model DS200 Scanner Year 9 $21300 $16,188.00 2 Model DS850 Scanner Year 9 $4,602.00 $9,20400 42 ExpressVote BMD Terminal Year 9 $138.00 $5,796.00 Total Maintenance Fees for Year 9 $31,188.00 Total Hardware Maintenance Fees for the Initial Term F $280,692.00 Note 1: The Per-Unit Fees if Customer requests more than one Routine Maintenance visit in a 12-month period shall be 55% of the then current maintenance fee per unit. Note 2: Surcharge for Emergency Repair Services shall be the daily maintenance service rate in effect at the time such service is requested. Note 3: Customer's Designated Location: Indian River County, Florida Note 4: The Per Unit Surcharge for performance of Routine Maintenance visit at more than one Customer Designated Location shall be$25.00 per unit for all units located at second or more locations. Note 5: Upon expiration of the Initial Term, this Schedule Al shall automatically renew as set forth in Article I, Section 1. Hardware Maintenance Services Provided by ES&S Under this Schedule Al 1 Telephone Support. 2. Issue Resolution. 3. Technical Bulletins will be available through Customer's ES&S Web-based portal. 4. Routine Maintenance Services. • Onsite scheduled maintenance inspection per Article II, Section 1(a). The Inspection includes. o Service performed by an ES&S trained and certified technician. o Performance of factory approved diagnostics on the unit, identifying and making adjustments where necessary as indicated by the testing 7 o Replacement of worn or defective parts with new or remanufactured federally and state certified parts o Conducting a final test to verify that the unit is working according to manufacturer's specifications. o Use of a checklist tailored for each piece of ES&S Equipment. o Update of maintenance records which are kept by serial number and available to the Customer through the Customer's ES&S Web-based portal 5. Repair Services • Customer will receive coverage for interim repair calls. o Interim repair calls may be provided during a scheduled Routine Maintenance Services event or scheduled in conjunction with other service work being performed in close proximity to Customer's location if such repairs are not election critical. o A Product may be sent to ES&S' Depot location for repairs at a time to be mutually agreed upon by ES&S and Customer. 6 Priority Services. • Customer has access to the ES&S Help Desk for assistance • The customer receives priority on service calls. • The customer receives priority on response time. • The customer receives priority on certified ES&S parts inventory. Note: Except for those Hardware Maintenance Services specifically set forth herein, ES&S is under no obligation and shall not provide other Hardware Maintenance Services to the Customer unless previously agreed upon in writing by the parties 8 ES&S SOFTWARE LICENSE, MAINTENANCE AND SUPPORT DESCRIPTION AND FEES SOFTWARE Initial License and Maintenance Term: Expiration of the Warranty Period through the ninth anniversary thereof Listed below is the Software and Fees for which Software License, Maintenance and Support will be provided: Software License, Qty Description Coverage Period Maintenance and Support Fee In Total 1 ElectionWare Software—PYO Standard Year 1 $43,369.00 1 ExpressLink Software Year 1 $4,68900 Total License, Maintenance and Support Fees for Year 1 $48,058.00 1 ElectionWare—PYO Standard Year 2 $43,36900 1 Synthesized Audio Capability Year 2 $4,68900 Total License, Maintenance and Support Fees for Year 2 $48,058.00 1 ElectionWare—PYO Standard Year 3 $43,369.00 1 Synthesized Audio Capability Year 3 $4,68900 Total License, Maintenance and Support Fees for Year 3 $48,058.00 1 ElectionWare—PYO Standard Year 4 $43,36900 1 Synthesized Audio Capability Year 4 $4,68900 Total License, Maintenance and Support Fees for Year 4 $48,058.00 1 ElectionWare—PYO Standard Year 5 $43,369.00 1 Synthesized Audio Capability Year 5 $4,68900 Total License, Maintenance and Support Fees for Year 5 $48,058.00 1 ElectionWare—PYO Standard Year 6 $43,369.00 1 Synthesized Audio Capability Year 6 $4,68900 Total License, Maintenance and Support Fees for Year 6 $48,058.00 1 ElectionWare—PYO Standard Year 7 $43,369.00 1 Synthesized Audio Capability Year 7 $4,689.00 Total License, Maintenance and Support Fees for Year 7 $48,058.00 1 ElectionWare—PYO Standard Year 8 $43,369.00 1 Synthesized Audio Capability Year 8 $4,689.00 9 Total License, Maintenance and Support Fees for Year 8 $48,058.00 1 ElectionWare—PYO Standard Year 9 $43,369.00 1 Synthesized Audio Capability Year 9 $4,689.00 Total License, Maintenance and Support Fees for Year 9 $48,058.00 Total Software License, Maintenance and Support Fees for the Initial Term $432,522.00 ES&S SOFTWARE LICENSE, MAINTENANCE AND SUPPORT DESCRIPTION AND FEES FIRMWARE Initial License and Maintenance Term: Expiration of the Warranty Period through the ninth anniversary thereof Listed below are the Hardware Products and Fees for which Firmware License, Maintenance and Support will be provided. Annual Firmware License, Qty Description Coverage Period Firmware License,Maintenance and Maintenance and Support Fee Per Unit Support Fee In Total 76 Model DS200 Scanner Year 1 $92.00 $6,992.00 2 Model DS850 Scanner Year 1 $1,814.00 $3,628.00 42 ExpressVote BMD Terminal Year 1 $7500 $3,150.00 Total License, Maintenance and Support Fees for Year 1 $13,770.00 76 Model DS200 Scanner Year 2 $92.00 $6,992.00 2 Model DS850 Scanner Year 2 $1,814.00 $3,628.00 42 ExpressVote BMD Terminal Year 2 $75.00 $3,15000 Total License, Maintenance and Support Fees for Year 2 $13,770.00 76 Model DS200 Scanner Year 3 $92.00 $6,992.00 2 Model DS850 Scanner Year 3 $1,814.00 $3,62800 42 ExpressVote BMD Terminal Year 3 $75.00 $3,15000 Total License, Maintenance and Support Fees for Year 3 $13,770.00 76 Model DS200 Scanner Year 4 $92.00 $6,992.00 2 Model DS850 Scanner Year 4 $1,814.00 $3,628.00 42 ExpressVote BMD Terminal Year 4 $75.00 $3,150.00 Total License, Maintenance and Support Fees for Year 4 $13,770.00 10 Annual Firmware License, Qty Description Coverage Period Firmware License, Maintenance and Maintenance and Support Fee In Total Support Fee Per Unit 76 Model DS200 Scanner Year 5 $92.00 $6,992.00 2 Model DS850 Scanner Year 5 $1,814.00 $3,628.00 42 ExpressVote BMD Terminal Year 5 $75.00 $3,150.00 Total License, Maintenance and Support Fees for Year 5 $13,770.00 76 Model DS200 Scanner Year 6 $92.00 $6,992.00 2 Model DS850 Scanner Year 6 $1,814.00 $3,628.00 42 ExpressVote BMD Terminal Year 6 $75.00 $3,150.00 Total License, Maintenance and Support Fees for Year 6 $13,770.00 76 Model DS200 Scanner Year 7 $9200 $6,992.00 2 Model DS850 Scanner Year 7 $1,81400 $3,628.00 42 ExpressVote BMD Terminal Year 7 $75.00 $3,150.00 Total License, Maintenance and Support Fees for Year 7 $13,770.00 76 Model DS200 Scanner Year 8 $9200 $6,992.00 2 Model DS850 Scanner Year 8 $1,814.00 $3,62800 42 ExpressVote BMD Terminal Year 8 $75.00 $3,15000 Total License, Maintenance and Support Fees for Year 8 $13,770.00 76 Model DS200 Scanner Year 9 $92.00 $6,992.00 2 Model DS850 Scanner Year 9 $1,81400 $3,628.00 42 ExpressVote BMD Terminal Year 9 $75.00 $3,15000 Total License, Maintenance and Support Fees for Year 9 $13,770.00 Total Firmware License, Maintenance and Support Fees for the Initial Term $123,930.00 Software License, Maintenance and Support Services Provided by ES&S under the Agreement 1 Telephone Support. 2. Issue Resolution. 3 Technical Bulletins will be available through Customer's ES&S Web-based portal. Note: Except for those Software License, Maintenance and Support services specifically set forth herein, ES&S is under no obligation and shall not provide other Software License, Maintenance and Support services to the Customer unless previously agreed upon by the parties. 11 Software License. Maintenance and Support and Hardware Maintenance and Support Services—Customer Responsibilities 1 Customer shall have completed a full software training session for each product selected. • Customer shall have completed training at a proficiency level to successfully use the hardware(firmware)and software products. • Customer shall have the ability to install firmware and application software and make changes to date and time settings • Customer shall have the ability to change consumable items. Any other changes made by the customer must be pre-approved in writing by ES&S • Customer shall store the Equipment in accordance with ES&S requirements set forth herein. 2. Customer shall have reviewed a complete set of User Manuals. 3 Customer shall have reviewed Training Checklists. 4 Customer shall be responsible for the installation and integration of any third party hardware or software application or system purchased by the customer, unless otherwise agreed upon, in writing, by the parties. 5. Customer shall be responsible for data extraction from Customer voter registration system. 6. Customer shall be responsible for implementation of any security protocols physical, network or otherwise which are necessary for the proper operation of the ES&S Equipment and ES&S Software. 7 Customer shall be responsible for the acceptance of the Equipment and Software, unless otherwise agreed upon, in writing, by the parties. 8. Customer shall be responsible for the design, layout, set up, administration, maintenance or connectivity of the Customer's network. 9 Customer shall be responsible for the resolution of any errors associated with the Customer's network or other hardware and software not purchased or recommended by ES&S and not otherwise identified in the User Guides as part of ES&S' Equipment and Software. 10 Customer shall be responsible for all costs associated with diagnosing ballot printing problems resulting from the use of non-ES&S Ballot Partner Printers ballots. 11. Customer shall be responsible for the payment of additional or replacement Software CDs or DVDs requested by Customer The price for such additional or replacement Software CDs or DVDs shall be at ES&S'then current rates. 12 GENERALTERMS 1 Purchase/License Terms. Subject to the terms and period (the "Initial License Term) Upon expiration of the conditions of this Agreement, ES&S agrees to sell and/or Initial License Term, the licenses shall automatically renew license, and Customer agrees to purchase and/or license, for an unlimited number of successive one-year periods the ES&S Equipment, ES&S Software and ES&S Firmware (each a "License Renewal Term") upon the payment by described on the reverse side. The ES&S Firmware and Customer of the annual software license and software ES&S Software are collectively referred to hereinafter as the maintenance and support fee as set forth on the reverse "ES&S Software" The payment terms for the ES&S side ES&S may terminate either license if Customer fails to Equipment and ES&S Software are set forth on the reverse pay the consideration due for, or breaches Sections 2, 3, or side Title to the ES&S Equipment shall pass to Customer 9 with respect to, such license. Upon the termination of when Customer has paid ES&S the total amount set forth on either of the licenses granted in Section 2 for ES&S Software the reverse side for the ES&S Equipment. The or upon Customer's discontinuance of the use of any ES&S consideration for ES&S' grant of the license during the Initial Software, Customer shall immediately return such ES&S Term for the ES&S Firmware is included in the cost of the Software and the related Documentation (including any and ES&S Equipment. all copies thereof) to ES&S, or (if requested by ES&S) 2 Grant of Licenses. Subject to the terms and conditions destroy such ES&S Software and Documentation and certify of this Agreement, ES&S hereby grants to Customer in writing to ES&S that such destruction has occurred nonexclusive, nontransferable licenses for its bona fide full 5. Updates During the Initial License Term or any License time employees to use the ES&S Software and related Renewal Term, ES&S may provide new releases, upgrades Documentation in the Jurisdiction while Customer is using or maintenance patches to the ES&S Software, together with the ES&S Equipment and timely pays the applicable annual appropriate Documentation ("Updates"), on a schedule ES&S Software License, Maintenance and Support Fees set defined by ES&S. Customer is responsible for obtaining any forth on Schedule Al The licenses allow such bona fide upgrades or purchases of Third Party Items required to employees to use and copy the ES&S Software (in object operate the Updates All Updates shall be deemed to be code only) and the Documentation, in the course of ES&S Software for purposes of this Agreement upon operating the ES&S Equipment and solely for the purposes delivery Customer may install the Updates in accordance of defining and conducting elections and tabulating and with ES&S' recommended instructions or may request that reporting election results in Customer's jurisdiction. The ES&S install the Updates. ES&S may charge Customer at licenses granted in this Section 2 do not permit Customer to its then-current rates to (i) deliver the Updates to the access or in any way use the source code for the ES&S Customer, (ii) train Customer on Updates, if such training is Software. ONW_S5 oFhe,r^wi,%C f ei0Yed b�j laws requested by Customer; (iii) install the Updates or (iv) 4-3 Prohibited Uses^ ustomer shall not take any of the provide maintenance and support on the ES&S Software 00 that is required as a result of Customer's failure to time) or following actions with respect to the ES&S Software or the q y Documentation- properly install an Update Customer shall be responsible g a. Reverse engineer, decompile, disassemble, re- for any claim, damage, loss,judgment, penalty, cost, amount paid in settlement or fee which is caused by Customer's ,,engineer or otherwise create, attempt to create, or permit, failure to install and use the most recent Update provided to allow or assist others to create, the source code or the it by ES&S. If Customer proposes changes in the ES&S structural framework for part or all of the ES&S Software, Software to ES&S, such proposals will become ES&S' b Cause or permit any use, display, loan, publication, property ES&S may, in its sole discretion, elect to make or transfer of possession, sublicensing or other dissemination not to make such changes without reference or of the ES&S Software or Documentation, in whole or in part, compensation to Customer or any third party ES&S to or by any third party without ES&S' prior written consent; represents to Customer that the Updates will comply with all or applicable state law requirements at the time of delivery c Cause or permit any change to be made to the Customer shall be responsible to ensure that it has installed ES&S Software without ES&S' prior written consent; or and is using only certified versions of ES&S Software in d Allow a third party to cause or permit any copying, accordance with applicable law Customer shall pay ES&S reproduction or printing of any output generated by the for any Update which is required due to a change in state or ES&S Software in which ES&S owns or claims any local law proprietary intellectual property rights (e g , copyright, 6 Delivery; Risk of Loss. The Estimated Delivery Dates trademark, patent pending or patent), including, but not set forth on the reverse side are merely estimates and may limited to, any ballot shells or ballot code stock. be revised by ES&S because of delays in executing this 4 Term of Licenses The licenses granted in Section 2 Agreement, changes requested by Customer and other shall commence upon the delivery of the ES&S Software events ES&S will notify Customer of revisions to the described in Section 2 and shall continue for a one-year Estimated Delivery Dates as soon as ES&S becomes aware (i) the total cost of any third party items that are required 10, 12(b), 13-16 these General Terms shall survive the in order for the ES&S Equipment and/or ES&S Software termination of this Agreement, to the extent applicable to remain certified, (ii) Customer's pro-rata share of such future state certification or recertification costs, and (iii) Customer's pro-rata share of the costs of designing, developing, manufacturing and/or certification by applicable federal and state authorities of any mandated modifications to the ES&S Equipment and/or ES&S Software that may result from such future state certifications or recertifications Customer's pro-rata share of the costs included under subsections 15(ii) and 15(iii) above shall be determined at the time by dividing the number of registered voters in Customer's jurisdiction by the total number of registered voters in all counties in Customer's state to which ES&S has sold and/or licensed the ES&S Equipment and/or ES&S Software purchased and licensed by Customer under this Agreement. 16 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 ES&S 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. ES&S may engage subcontractors to provide certain of the equipment, software or services, but shall remain fully responsible for such performance The provisions of Sections 1-5, 7(b), 8- of such revisions Risk of loss for the ES&S Equipment and CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES. ES&S Software shall pass to Customer when such items are ES&S EXPRESSLY DISCLAIMS ALL WARRANTIES, delivered to Customer's designated location. Upon transfer WHETHER EXPRESS OR IMPLIED, WHICH ARE NOT of risk of loss to Customer, Customer shall be responsible SPECIFICALLY SET FORTH IN THIS AGREEMENT, for obtaining and maintaining sufficient casualty insurance INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED on the ES&S Equipment and ES&S Software and shall name WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ES&S as an additional insured thereunder until all amounts A PARTICULAR PURPOSE. FURTHER, IN THE EVENT payable to ES&S under this Agreement have been paid by CUSTOMER DECLINES ES&S' INSTALLATION AND Customer. ACCEPTANCE TESTING SERVICES OR IN ANY WAY AT 7 Warranty. ANY TIME ALTERS, MODIFIES OR CHANGES ANY a. ES&S Eguipment/ES&S Software. ES&S warrants EQUIPMENT, SOFTWARE, THIRD PARTY ITEMS ANDIOR NETWORK (COLLECTIVELY "SYSTEM") that fora 1-year period (the "Warranty Period"), it will repair CONFIGURATIONS WHICH HAVE BEEN PREVIOUSLY or replace any component of the ES&S Equipment or ES&S INSTALLED BY ES&S OR WHICH ARE OTHERWISE Software which, while under normal use and service (i) fails REQUIRED IN ACCORDANCE WITH THE CERTIFIED to perform in accordance with its Documentation in all VOTING SYSTEM CONFIGURATION, ALL WARRANTIES material respects, or (ii) is defective in material or OTHERWISE PROVIDED HEREUNDER WITH REPECT workmanship The Warranty Period will commence upon TO THE SYSTEM PURCHASED, LEASED, RENTED delivery. The Warranty shall not include the repair or AND/OR LICENSED UNDER THIS AGREEMENT SHALL replacement of any ES&S Equipment components that are BE VOID AND OF NO FURTHER FORCE AND EFFECT. consumed in the normal course of operating the ES&S Equipment, including printer ribbons, printer cartridges, 8 Limitation Of Liability. Neither party shall be liable for paper rolls, batteries, removable media storage devices, any indirect, incidental, punitive, exemplary, special or PCMCIA cards or marking devices Any repaired or consequential damages of any kind whatsoever arising out replaced item of ES&S Equipment or ES&S Software shall of or relating to this Agreement. Neither party shall be liable be warranted only for the unexpired term of the Warranty for the other party's negligent or willful misconduct. ES&S' Period All replaced components of the ES&S Equipment or total liability to Customer arising out of or relating to this ES&S Software will become the property of ES&S This Agreement shall not exceed the aggregate amount to be warranty is effective provided that (1) Customer promptly Paid to ES&S hereunder By entering into this Agreement, notifies ES&S of the failure of performance or defect and is Customer agrees to accept responsibility for(a)the selection otherwise in compliance with its obligations hereunder, (11) of the ES&S Equipment and ES&S Software to achieve the ES&S Equipment or ES&S Software to be repaired or Customer's intended results, (b) the use of the ES&S replaced has not been repaired, changed, modified or Equipment and ES&S Software, (c)the results obtained from altered except as authorized or approved by ES&S, (111) the the use of the ES&S Equipment and ES&S Software, (d) the ES&S Equipment or ES&S Software to be repaired or selection of, use of and results obtained from any replaced is not damaged as a result of accident, theft, equipment, software or services not provided by ES&S and vandalism, neglect, abuse, use which is not in accordance used with the ES&S Equipment or ES&S Software, or (e) with instructions or specifications furnished by ES&S or user errors, voter errors or problems encountered by any causes beyond the reasonable control of ES&S or individual in voting that are not otherwise a result of the Customer, including acts of God, fire, riots, acts of war, failure of ES&S to perform ES&S shall not be liable under terrorism or insurrection, labor disputes, transportation this Agreement for any claim, damage, loss, judgment, delays, governmental regulations and utility or Penalty, cost, amount paid in settlement or fee that is caused communication interruptions, and (IV) Customer has by (y) Customer's failure to timely or properly install and use installed and is using the most recent update, or the second the most recent update, or the second most recent update, most recent update, provided to it by ES&S This warranty provided to it by ES&S or (z) Customer's election not to is void for any units of equipment which (i) have not been receive, or to terminate, the Hardware Maintenance Services stored or operated in a temperature range according their or the ES&S Software Maintenance and Support. specifications, (ii) have been severely handled so as to 9 Proprietary Rights. Customer acknowledges and cause mechanical damage to the unit, or (iii) have been agrees as follows. operated or handled in a manner inconsistent with ES&S owns the ES&S Software, all Documentation and reasonable treatment of an electronic product. The terms of training materials provided by ES&S, the design and post-warranty license, maintenance and support are set forth configuration of the ES&S Equipment and the format, layout, on Exhibit A measurements, design and all other technical information b Exclusive Remedies/Disclaimer. IN THE EVENT OF A associated with the ballots to be used with the ES&S BREACH OF SUBSECTION 7(a), ES&S' OBLIGATIONS, Equipment. Customer has the right to use the AS DESCRIBED IN SUCH SUBSECTION, ARE aforementioned items to the extent specified in this Agreement. ES&S also owns all patents, trademarks, a Payment of Undisputed Amounts. In the event of copyrights, trade names and other proprietary or intellectual a dispute between the parties regarding (1) a product or property in, or used in connection with, the aforementioned service for which payment has not yet been made to ES&S, items The aforementioned items also contain confidential (2) the amount due ES&S for any product or service, or (3) and proprietary trade secrets of ES&S that are protected by the due date of any payment, Customer shall nevertheless law and are of substantial value to ES&S Customer shall pay to ES&S when due all undisputed amounts. Such keep the ES&S Software and related Documentation free payment shall not constitute a waiver by Customer or ES&S and clear of all claims, liens and encumbrances and shall of any of its rights and remedies against the other party maintain all copyright, trademark, patent or other intellectual b Remedies for Past Due Undisputed Payments. If or proprietary rights notices that are set forth on the ES&S any undisputed payment to ES&S is past due more than 30 Equipment, the ES&S Software, the Documentation, training days, ES&S may suspend performance under this materials and ballots that are provided, and all permitted Agreement until such amount is paid If Customer's r—copies of the foregoing payment is past due for more than 60 days and is 10 Indemnification undisputed, ES&S may declare the total amount remaining ;"S,appliesbie lean; Customer shall indemnify and hold harmless due under this Agreement to be immediately due and ES&S from and against any and all claims, damages, payable, enter the premises where the ES&S Equipment is amounts paid in settlement and reasonable fees and costs located and remove it. Any disputed or undisputed payment (including reasonable attorneys' fees) (collectively "Adverse not paid by Customer to ES&S when due shall bear interest + �SConsequences")arising out of or relating to the following from the due date at a rate equal to the lesser of one and a. Any claim that any of the ES&S Equipment or ES&S one-half percent per month or the maximum amount Software infringes upon any third party's copyright, permitted by applicable law for each month or portion thereof trademark or patent existing as of the date hereof (a "Third during which it remains unpaid Party Infringement Claim") resulting from (i) Customer's 13. Assignment. Except in the case of a sale, transfer or failure to timely or properly install and use any Update assignment of all or substantially all of the assets of ES&S to provided to it by ES&S, (ii) the use of any ES&S Equipment a successor who has asserted its intent to continue the or ES&S Software in combination with other equipment, business of ES&S, neither party may assign or transfer this hardware or software not meeting ES&S' specifications for Agreement or assign, subcontract or delegate any of its use with such ES&S Equipment or ES&S Software, or (iii) rights, duties or obligations hereunder without the prior Customer's modification or alteration of any item of ES&S written consent of the other party hereto, such consent not to Equipment or ES&S Software without the prior written be unreasonably withheld or conditioned, nor unduly consent of ES&S, delayed ES&S may assign its right to receive payments b Any claims by third parties arising out of or relating to the under this Agreement to such third party(ies) as ES&S may use or misuse by Customer, its employees and any other desire without the prior consent of Customer, provided that persons under its authority or control ("Customer's ES&S provides written notice (including evidence of such Representatives")of any third party items; assignment) to Customer thirty (30) days in advance of any c. Personal injury (including death) or property damage payment(s)so assigned that is caused by any negligent or willful act, error or 14 Compliance with Laws. In performing its obligations omission of one or more of Customer's Representatives, and or enjoying its rights under this Agreement, each party shall d Customer's election not to receive, or to terminate, comply with all applicable laws and regulations. In addition, Hardware Maintenance Services or ES&S Software ES&S warrants to Customer that, at the time of delivery, the Maintenance and Support. ES&S Equipment and ES&S Software sold and licensed under this Agreement will comply with all applicable ES&S shall notify Customer immediately if it becomes aware requirements of state election laws and regulations that are of any claim for which it may be entitled to indemnification mandatory and effective as of the Effective Date and will under this Section 10, and hereby gives Customer full and have been certified by the appropriate state authorities for complete authority, and shall provide such information and use in Customer's state assistance as is necessary (at Customer's expense with 15 State Recertifications. In the event that any future respect to reasonable out-of-pocket costs), to enable state certifications or recertifications are required that are not Customer to defend, compromise or settle any such claim otherwise required as a result of any changes or Ja Termination. This Agreement may be terminated, in modifications voluntarily made by ES&S to the ES&S ing, at any time by either party if the other party breaches Software and/or ES&S Equipment licensed and sold material provision hereof and does not cure such breach hereunder, Customer shall be responsible for- hin 30 days after it receives written notification thereof m the non-breaching party. Disputes. e.Th s �NdemN;�� o lvd► h�1d ho f(nit,�s ShO be, c rAQ J,4LO �N CtNd w��1i�J `tom limes r I�ab�l��y ov0Ed Oe d d 3d1i m m u W 4-4 o- e a VrvPr 0x-4,4- EXHIBIT B THIRD PARTY ITEMS Customer acknowledges that ES&S is purchasing the third party items set forth herein ("Third Party Items") for resale to Customer, and that the proprietary and intellectual property rights to the Third Party Items are owned by parties other than ES&S ("Third Parties") Customer further acknowledges that except for the payment to ES&S for the Third Party Items, all of its rights and obligations with respect thereto flow from and to the Third Parties ES&S shall provide Customer with copies of all documentation and warranties for the Third Party Items which are provided to ES&S Qty Ord. Description Price Ext. Price DATA COMMUNICATION SERVER 2 DELL POWEREDGE R230 $3,21333 $6,42666 Primary and Backup • PowerEdge R230 Server • Chassis with up to 4, 3 5 Cabled Hard Drives • Intel Xeon E3-1220 v5 3 OGHz, 8M cache, 4C/4T, turbo (80W) • (2) 8GB UDIMM, 2133MT/s, ECC • RAID 1, H330/H730 for SAS/SATA, Cabled Chassis • PERC H330 Integrated RAID Controller • (2) 1TB 7.2K RPM SATA 6Gbps 3 5in Cabled Hard Drive • On-Board LOM 1GBE Dual Port (BCM5720 GbE LOM) • DVD+/-RW SATA Internal • 1 U/2U Static Rails for 2-Post and 4-Post Racks • Single, Cabled Power Supply, 250W • Windows Server 2012R2 Standard Edition,Factory Installed, No Media, 2 Socket, 2 VMs,NO CALs • Windows Server 2012R2 Standard, Media, FI Standard Ed Downgrade image, Eng • Dell Hardware Limited Warranty Plus On Site Service • ProSupport: Next Business Day Onsite Service After Problem Diagnosis,5 Year • ProSupport: 7x24 HW/SW Tech Support and Assistance, 5 Year . iDRAC8, Basic • NEMA 5-15P to C13 Wall Plug, 125 Volt, 15 AMP, 10 Feet(3m), Power Cord, North America • Dell Optical Mouse MS116 -Black • Dell KB216 Wired Multi-Media Keyboard English Black • 10-pack of Windows Server 2012 Device CALs (Standard or Datacenter) Page 1 of 4 1 EXTERNAL CONNECTOR LICENSE $2,58000 $2,58000 Connector License for Modemin ) 2 DELL E2215HV 22"WIDE LED LCD VGA MONITOR $18000 $36000 1 PC SMART-UPS C 1500VA 2U RACK MOUNTABLE (Servers) - Optional $68700 $68700 2 CERBERUS FTP PRO 6.0.7.1 (DS200 Modeming) $65467 $130934 EMS FILE SERVER 2 DELL POWEREDGE R430 $6,46667 $12,93334 Pnmary and Backup • PowerEdge R430 Server, No TPM • Chassis with up to 8, 3 5" Hot Plug Hard Drives, Rack Configuration • Intel®Xeon®E5-2620 v3 2 4GHz, 15M Cache, 8 OOGT/s QPI, Turbo, HT, 6C/12T(85W) Max Mem 1866MHz • 1 CPU Standard • 2133MT/s RDIMMS • (2)4GB RDIMM, 2133MT/s, Single Rank, x8 Data Width • RAID 1+ RAID 1 for H330/H730/H730P (2 + 2 HDDs or SSDs) • PERC H730 RAID Controller, 1GB NV Cache • (4) 1TB 7.2K RPM SATA 6Gbps 3 5" Hot-Plug Hard Drive • On-Board Broadcom 5720 Dual Port 1 Gb LOM • ReadyRails Sliding Rails With Cable Management Arm • iDRAC8, Basic • DVD+/-RW, SATA, Internal Power Saving Dell active Power Controller • Dual, Hot-Plug, Redundant Power Supply(1+1), 750W (2) NEMA 5-15P to C13 Wall Plug, 125 Volt, 15 AMP, 10 Feet (3m), Power Cord, North America • Keyboard and Optical Mouse, USB, Black, English • Windows Server 2012R2, Standard Ed, Factory Inst, No MED, 2SKT, 2VM, NO CAL • Windows Server 2012R2, STD Ed, Media Kit w/Factory Inst ENT DGRD Images 5-pack of Windows Server 2012 Device CALs (Standard or Datacenter) • 5 Year ProSupport and NBD On-Site Service 2 DELL E2215HV 22"WIDE LED LCD VGA MONITOR $18000 $36000 1 PC SMART-UPS C 1500VA 2U RACK MOUNTABLE (Servers) - Optional $68700 $68700 2 CERBERUS FTP PRO 6.0.7.1 (DS850 Networking) $65467 $130934 EMS WORKSTATION 2 DELL OPTIPLEX 5040 MINI (Desktop) $1,62000 $3,24000 • OptiPlex 5040 Mini Tower XCTO • Intel Core i5-6500 Processor(Quad Core, 6MB, 4T, 3 2GHz, 65W) • Mini Tower Processor Heatsink 65 Watt • W1 OP-DG7 DT 64 ENG/FRE/SPN • Microsoft Office 30 Day Trial • 8GB Single Channel DDR3L 160OMHz(8GBX1) • 3 5 inch 50OGB 7200rpm Hard Disk Drive • AMD Radeon R5 340X, 2GB (DP,SL-DVI-1) DVD+/-RW Bezel Page 2 of 4 • PCIe card with serial and parallel port, Full Height • OptiPlex 5040 MT with 240W up to 85%efficient Power Supply (80PIus Bronze) • Dell KB216 Wired Multi-Media Keyboard English Black • Dell MS116 Wired Mouse, Black • Adobe Reader 11 • Waves Maxx Audio • Windows 10 OS Professional Recovery 64bit—DVD, Downgraded to Windows 7 • Intel Core i5 Processor Label • Kace K1000 Express • Dell Limited Hardware Warranty Plus Service • ProSupport: Next Business Day Onsite 5Years • ProSupport: 7x24 Technical Support, 5Years • Dell 22 Monitor I P2214H 1S_FTP PRO IPSWITCH 12.4 $7733 $7733 1 MICROSOFT EXCEL 2013 $28000 $28000 2 ADOBE ACROBAT STANDARD XI $401 33 $802.66 2 UNINTERRUPTABLE POWER SUPPLY (UPS) BATTERY BACKUP, 750 VA(Workstations) - Optional $14000 $28000 EMS WORKSTATION — Backup 2 DELL OPTIPLEX 5040 MINI (Desktop) $1,62000 $3,24000 • OptiPlex 5040 Mini Tower XCTO • Intel Core i5-6500 Processor(Quad Core, 6MB, 4T, 3 2GHz, 65W) • Mini Tower Processor Heatsink 65 Watt • W10P-DG7 DT 64 ENG/FRE/SPN • Microsoft Office 30 Day Trial • 8GB Single Channel DDR3L 1600MHz(8GBX1) • 3 5 inch 50OGB 7200rpm Hard Disk Drive • AMD Radeon R5 340X, 2GB (DP,SL-DVI-1) • DVD+/-RW Bezel • PCIe card with serial and parallel port, Full Height • OptiPlex 5040 MT with 240W up to 85%efficient Power Supply (80PIus Bronze) • Dell KB216 Wired Multi-Media Keyboard English Black • Dell MS116 Wired Mouse, Black • Adobe Reader11 • Waves Maxx Audio • Windows 10 OS Professional Recovery 64bit—DVD, Downgraded to Windows 7 • Intel Core i5 Processor Label • Kace K1000 Express • Dell Limited Hardware Warranty Plus Service • ProSupport: Next Business Day Onsite 5Years • ProSupport: 7x24 Technical Support, 5 Years • Dell 22 Monitor I P2214H 1 S_FTP PRO IPSWITCH 12.4 $7733 $7733 1 MICROSOFT EXCEL 2013 $28000 $28000 2 ADOBE ACROBAT STANDARD XI $401 33 $80266 Page 3 of 4 MISCELLANEOUS COMPONENTS 1 OKI B432DN MONO LASER DUPLEX PRINTER- Optional $41600 $41600 1 STARTECH 6' USB 2.0 A-B CABLE - Optional $333 $333 1 CISCO ASA 5505 10 U BDL CHAS S/W 10U 3DES/AES $581 33 $581 33 • CISCO SMARTNET F/ASA 5505(1 YR) 1 D-LINK GIGABIT NETWORK SWITCH, 8 PORT $6267 $6267 1 Dell 24U Rack Enclosure $1,35333 $1,35333 • (Does not include PDU's or Shelves) EXPRESSLINK WORKSTATION 4 DELL LATITUDE E5700 (Laptop) $2,17333 $8,69332 • Dell Latitude E5700 • 6th Generation Intel(R) Core(TM) i5-63000 (Dual Core, 2.4GHz, 3M cache) • Intel Core i5-63000 Processor Base,AMD Radeon R7 M360, 2GB Discrete Graphics • Windows 7 Professional English, French, Spanish 64bit(Includes Windows 10 Pro License) • Dell Power Manager • Dell Data Protection Security Tools Digital Delivery/NB • Dell Backup and Recovery Basic • Dell Data Protection I Protected Workspace • Dell(TM)Digital Delivery Cirrus Client • Dell Client System Update(Updates latest Dell Recommended BIOS, Drivers, Firmware and Apps),OptiPlex Waves Maxx Audio Royalty 39 6cm (15 6") FHD(1920x1080) Non-Touch Anti-Glare LCD with Camera and Mic 4GB 0x4GB)2133MHz DDR4 Memory\ • 50OGB(5400rpm) Hybrid HDD with 8GB Flash • HDD/SSD, Bracket for 7MM,PC15/P Intel Rapid Storage Technology • Intel Dual Band Wireless 8260(802.11 ac)W/Bluetooth Internal Dual Pointing Backlit Keyboard (US-English) • Internal Keyboard Shroud 106, E5570 • Smart Card Reader(Dual Pointing) Palmrest • 65 Watt AC Adaptor, US Power Cord • Primary 4-cell 62W/HR Battery Quick Reference Guide Latitude E5570 • Resource DVD • Energy Star 6 1 • Dell Limited Hardware Warranty Extended Year(s) • For tech support, visit http://support.dell.com/ProSupport or call 1-866-516-3115 Dell Limited Hardware Warranty ProSupport: 7x24 Technical Support, 5 Years • ProSupport: Next Business Day Onsite, 1 Year • ProSupport: Next Business Day Onsite, 4 Year Extended ORDER TOTAL: $46,842.6 Note 1: The configuration and specification of third party items as set forth here are subject to change by ES&S and/or the manufacturer Should the actual configuration and specifications differ from those set forth herein, ES&S agrees to provide, and Customer agrees to accept, Third Party Items that are comparable to those described above Page 4 of 4