HomeMy WebLinkAboutC16-082 Dominion Voting SystemsVOTING SYSTEM ACQUISITION AGREEMENT
BY AND BETWEEN
DOMINION VOTING SYSTEMS, INC.
AND EAGLE COUNTY, CO
This,Voting Systems Acquisition Agreement (the "Agreement"), dated this fu aoy of
,4/L-Lff lftthe "Eflective Date"), for a voting system, licenses and related services is
ilade by and between Eagle County, CO ("Customer") and Dominion Voting Systems, Inc., a
corporation organized under the laws of the State of Delaware ("Dominion"). This Agreement
rnay refer to Dominion and the Customer together as the "Parties," or may refer to Dominion or
the Customer individutrllv as a "Party."
WLIEREAS, The Customer desires to purchase a voting systenl, licenses and related
services solutions; and
WHEREAS, Dominion designs, manufactures, sells and/or licenses, and provides
ongoing solutions for voting systenrs;
NOW TFIEREFORE, in consideration of the mutual covenants contained herein, and in
accordance with the terms and conditions set forth herein, Doniinion agrees to license and/or sell
and furnish to Customer the System (as defined herein), including the products and services
described more fully below:
l. Composition of Agreement. Exhibits A and B are attached and incorporated herein by
reference and form a part of this Agreement (the "Agreement"). This Agreement consists
of the general tenns and conditions contained in the following sections, together with the
listed Exhibits below. The total compensation payable under this Agreement shall be irt
accordance with the item prices incorporated within the Pricing Summary and Deliverables
Description submitted by Dominion for labor, materials and all other services related to the
performance of this Agreement, attached hereto as Exhibit A and incorporated herein as
though fully set forth.
Exhibit A: Pricing Summary and Deliverables Description
Exhibit B: Software License Terms and Conditions
2. Definitions. For the puryoses of this Agreement, the following are defined terms:
2.7. "Acceptance" and variations thereof, mean the successful completion by the
Customer of the acceptance testing performed on each component of Dorninion
Hardware and Software, after delivery in accordance with testing criteria developed
by Dominion and updated by the Customer in accordance with the acceptance or
rejection process in Section 8.
2.2.7. "Democracy Suite@ Software," Dominion's election management software
associated with the ImageCast@ voting system as more specifically
described in Exhibit A.
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2.2.2. "lmageCasl* Software," the software/firmware designed for use in the
ImageCast@ voting system.
2.3. "Dominion Hardware" means the InrageCast@ system hardware as more specifically
described in Exhibit A.
2.2. "Dominion Soft*are" means software and firmware programs licensed to the
Customer by Dominion and any associated documentation including the following:
2.4. "Election" means a single election event administered by the Customer including
any absentee and early voting activity associated with the election event. Election
shall not mean any follow-on evenls occurring aller the initial election event,
including without limitations, run-offs or recall replacements electioris. Any follow
on event shall be considered an Election in and of itself.
2.5. "Election Management System l{ardware" or "EMS Hardware" means third party
hardware required for operating Dominion Software as used in conjunction with the
Dominion Hardware.
2.6. "License" has the meaning set forth in Section 7.
2.7. "System" means the combination of Dominion Software, Dominion Hardware and
EMS Hardware.
2.8. "Third Party Software" means software, manufacturer supplied software, or
firmware owned by third parties, which Dominion provides to Customer pursuant to
sublicenses or end user license agreements with the owners of such Third Parry
Software. Third Party Software includes, but is not limited to, various operating
systems, software drivers, report wliting subroutines, and firmware.
Term of Agreement. The Term of this Agreement shall begin on the Eft-ective Date and
slrall continue until 1213112016, unless sooner terminated or extended as provided herein
providing however and subject to possible annual price increases (as described further in
Exhibits A and B), the Licenses or warranties authorized by this Agreement may extend
beyond the Term of this Agreement, ;rccording to the terms and conditions of such License
or warranty. Customer has the right, but not the obligation, to continue to acquire all
necessary licenses to operate the systern on an ongoing, annual basis upon the payrnent of
annual license/warranty fees.
Dominion's Responsibilities. Dominion shall:
4.1. Deliver the Systern and installation plan services as described in Exhibit A (Pricing
Summary and Deliverables Description).
4.2. Appoint a Dominion project manager ("Dominion Project Manager") to oversee the
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general operations of the project. The project manager shall be responsible for
arranging all meetings, visits and consultations between the Parties and fbr all
adrninistrative matters such as invoices, payments and amendments. The project
manager shall communicate with the Customer as to the statlrs of information,
procedures and progress on the tasks as set out in this Agreement and to advise the
Customer forthwith upon the occurrence of any material change in such plans.
4.3. Provide the Customer with a Dominion Software License as described in Exhibit B
(Software License Terms and Conditions).
4.4. Provide the Customer with one (1) reproducible electronic copy of the user
documentation.
4.5. Assist in the Acceptance Testingprocess as required by Section S herein.
4.6. Provide invoices to Customer upon Acceptance of items listed in Exhibit A and
pursuant to the paynent schedule described in Section 5.1 herein.
Customer's Responsibilities. Customer shall:
5.1. Pay invoices in a timely manner and no later than thirty (30) calendar days from
receipt of a Dorninion invoice. Payments specified in this Section 5 are exclusive
of all excise, sale, use and other sales taxes imposed by any governmental authority,
all of which taxes shall be reimbursed by the Customer. If the Customer is exenrpt
from taxes, Customer shall supply Dominion a tax exemption certificate or other
similar in a form demonstrating its exempt status.
5.2. Appoint a Customer project manager ("Customer Project Manager"), who shall be
lesponsible for review, analysis and acceptance of the System and the coordination
of Customer personnel, equipment, vehicles and facilities. The Customer Project
Manager shall be empowered to make decisions on behalf of the Customer with
respect to the work being pertbrmed under this Agreernent. The Customer Project
Manager shall also have direct access to the Customer's top rnanagement at all
times for purposes of problem resolution.
5.3. Conduct Acceptance testing process as required by Section 8.
5.4 For election setup and database creation services as more specifically described in
Exhibit A, the Custonrer shall review and approve or identify issues to all Dominion
deliverables related to such service within two (2) business days of receipt by the
Customer. ln the event the Customer discovers an issue, it shall provide written
notice to Dominion immediately following the discovery of any issue and
Dominion shall rectify the issue at no additional cost to the Customer. In the event
the Customer approves the deliverable and subsequent to such approval, request
that a change be made to the deliverable, then Dominion may provide the change at
an additional cost based upon Dominion's then current published service rates.
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Title and Risk of Loss.
6.1. Title to the Slrstern-Excluding All Software. Title to the System, or any portion
thereof, excluding software and firmware, will pass to Customer upon Acceptance
by Customer herein.
6.2. SoftwAle. Software, including firmware, is licensed not sold. The original and any
copies of the Dominion Software, or other software provided pursuant to this
agreement, in whole or in part, including any subsequertt improvements or updates,
shall remain the property of Dominion, or any third party that owns such software.
6.3. Risk of Loss. Dominion shall bear the responsibility for all risk of physical loss or
darnage to each portion of the System until such portion is Accepted by Customer.
Custorner shall provide Dominion with a single location for shipment and
Dominion shall not be responsible for shipping to more than one location. To retain
the benefit of this clause, Customer shall notify Dominion of any loss or damage
within ten (10) business days of the receipt of any or all poflions of the System, or
such shorter period as may be required to comply with the claims requirements of
the shipper, and shall cooperate in the processing of any claims rnade by Dominion.
Software License and Use.
7.1, License. Upon mutual execution of this Agreement, Dominion grants to the
Customer, and the Customer accepts a ncln-exclusive, non-transferable, license
("License") to use the Dominion Software subject to the terms and conditions of
this Agreement and the Software License Terms attached hereto as Exhibit B.
7.2. Third.Partv Software. Dorninion agrees to sublicense any software that constitutes
or is contained in Third-Party Products, in object code forrn only, to the
Customer for use during the Term as part of the System for the purposes described
in this Agreement. This sublicense is conditioned on the Customer's continued
cornpliance with the terms and conditions of the end-user licenses contained on or
in the media on which such software is provided. Dominion will, at no additional
cost to the Customer, provide to the Customer all end-user lice.nses supplied with
the Dominion Hardware and Third Party Sollware.
Accep ta n ce/Rej ecti on.
8.1. Dominion Software er Dominion Hardware Testing. After delivery and installation
of Dominion Software or Dominion Hardware, the Customer will concluct
Acceptance testing of such units, which testing will include the Acceptance criteria
developed and updated, from time to time, by Dorninion and as agreed to by the
Customer. Such Acceptance testing shall occur at a time mutually agreed upon by
the Parties, but no later than ten (10) business days after installation.
8.
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8.2. Systern Acceptance Testing. To the extent not tested as part of the Acceptance
testing pursuant to Section 8.1, upon cornpleting the installation of the System, the
Customer will conduct System Acceptance testing, which testing will include the
Acceptance test procedures developed and updated, frorn time to time, by Dominion
and as agreed to by tlie Customer. Such Acceptance testing shall occur at a time
mutually agreed upon by the Parties, but no later than ten (10) business days after
installation of the Systern.
8.3 Acceptance/Rejection. After testing, if the Dominion Software, Dorninion
Hardware, or the Systern does not conform to user documentation or Dominion
provided acceptance criteria and as agreed to by the Customer, Customer will notify
Dorninion in writing within five (5) business days. Dominion will, at its own
expense, repair or replace the rcjected Dominion Software, Dominion Hardware, or
System within twenty (20) days after receipt of Customer's notice of deficiency.
The foregoing procedure will be repeated until Customer finally accepts or rejects
the Dominion Software, Dominion Hardware, or System in writing in its sole
discretion.
9. Warranties.
9.1. Dominion Software Warrantl'. The Dominion Software warranty is subject to the
terms and conditions of Exhibit B - the Software Tenns and Conditions.
9.2, Third Party Products. The warranties in this Section 9 do not apply to any third
party products. However, to the extent permitted by the manufacturers of third
party products, Dominion shall pass through to Customer, at no additional cost to
Customer, all warranties such manufacturers make to Dominion re.qarding the
operation of third party products.
L).3.Do{ninion Hardware Warranty. Dominion warrants that when used with the
hardware and software configuration purchased through or approved by Dominion,
each component of Dominion Hardware will be free of det'ects that would prevent
the Dominion Hardware from operating in conformity in all material respects with
its specitications as documented by Dorninion. The Dominion Hardware Warranty
shall remain in effect until one year after Acceptance or through any extended
warranty period.
9.4. Donrinion Hardware Warranty. If any Dominion Hardware component fails to
operate in conformity with its specifications during the warranty period, Dominion
shall provide a replacement for the Dominion Hardware componenf or, at
Dominion's sole option, shall repair the Dorninion Hardware component, so long as
the Dominion Hardware is operated with its designated Dominion Software and
with third party products approved by Dominion for use with the Dominion
Hardware. The following conditions apply to the Dominion Hardware warranty:
9.4,7. The following services are not covered by this Agreement, but may be
available at Dorninion's cunerlt time and material rates:
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9.4.1.1. Replacement of consumable items including but not limited to
tratteries, paper rolls, ribbons, seals, smart cards, and
removable memory devices, scanner rollers, disks, etc.;
9.4.1..2. Repair or replacement of Dominion Hardware damaged by of
accident, disaster, theft, vandalism, neglect, abuse, or any
improper usage;
9.4.1..3. Repair or replacement of Dominion Hardware rnodified by any
person other than those authorized in writing by Dominion;
9.4.I.4. Repair or leplacement of Dominion Hardware from which the
serial numbers have been removed. defaced or chansed.
9.5. No Other Warranties. DOMINION DISCLAIMS ALL OTHER
REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL,
EXPRESS, IMPLIED OR STATUTORY, INCLUDINC ANY WARRANTY OF
MERCI{ANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND
ANY WARRANTY BASED ON A COURSE OF DEALING, COURSE OF
PERFORMANCE OR USAGE OF TRADE.
10. Force Majeure. Should any circumstances beyond the control of Donrinion or Customer
occur that delay or render impossible the performance ol any obligation due under this
Agreenrent, such obligation will be postponed for the period of any delay resulting from any
such circumstances, plus a reasonable period to accommodate adjustment to such extension, or
cancelled if performance has been rendered impossible therelry. Such events may include,
without limitation, war, acts of terrorism; natural disasters; iridustry-wide labor disputes; acts,
laws, rules or regulations of any govemment or government agency; or other events beyond the
control of both Dominion and Customer. Neither party shall be liable under this Agreenrent for
any loss or damage to the other Party due to such delay or pedormance failures. Notwithstanding
the foregoing, both Parties shall use their best efforts to rninimize the adverse consequences of
any such circumstances.
11. Inclemnification. Dominion, at its sole expense, will indemnify, def'end and hold harmless
the Customer, its officers, agents and ernployees fiom and against any loss, cost, expense or
liability (including but not limited to attomey's fees and awarded damages) zrrising out of a
claim, suit or action that the System inf inges, violates, or rnisappropriates a Third Party's patent,
copyright, trademark, trade secret or other intellectual property or proprietary rights, or arising
out of damage or injury to persons, entities, or property, caused or sustained by any person(s) as
a result of any alleged negligent clr willful acts or ornissions of Dominion, its officers, employees
and agents.
12. Limitation of Liability. Except for the indemnification obligations contained in this
Agreement, Dominion's total aggregate liability for any loss, damage, costs or expenses under
or in connection with this Agreement, howsoever arising, including without limitation, loss,
damage, costs or expenses caused by breach of contract, negligence, strict liability, breach of
statutory or any other duty shall in no circumsteulces exceed the total dollar amount of the
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Agreement, Neither party shall be liable to the other party for any loss of profits, loss of
business, loss of data, loss of use or any other indirect, incidental, special or consequential loss or
damage whatsoever, howsoever arising, incurred by the other party or any third party, whether in
an action in contract, negligence or other tort, even if the parties or their representatives have
been advised of the possibility of such damages.
13. Confidentiallnformation.
13.1. For purposes of this Agreement, confidential infonaation ("Confidential
Information") is detlned as those materials, documents, data, and technical
information, specifications, business information, customer information, or other
information that the disclosing Party maintains as trade secrets or confidential and
which are disclosed to a receiving Party in tangible form conspicuously marked as
"confidential," or with words having sirnilar meaning or which are expressly
identified in this Section 13.1. Confidential Information includes, without
limitation, Dorninion Software source code and associated documentation.
13.2. Each Party shall treat the other Party's Confidential Information as confidential
within their respective olganizations.
13.3. Subject to the requirements of the Colorado Open Records Act, $24-72-200.\ et
seq. ("CORA"), neither Party shall disclose the other Party's Confidential
Information to any person outside their respective organizations unless disclosure is
made in response to, or because ol an obligation to any f'ederal, state, or local
governmental agency or court with appropriate jurisdiction, or to any person
properly seeking discovery before any such agency or court.
13.4. Each Party shall be given the ability to defend the confidentiality of its Confiderrtial
lnformation to the maximum extent allowable under the law prior to disclosure bv
the other Partv of such Confidential Information.
13.5. The parties understand and agree that Custorner is a public entity subject to
requirements of CORA. Therefore, any covenant of confidentiality given by
Customer in this Agreement shall be governed by the provisions of CORA.
13.6. Any specitic inforrnation that Dominion claims to be confidential must be clearly
marked or identified as such by the Customer. To the extent consistent with CORA,
Customer shall maintain the confidentiality of all such information rnarked by
Dominion as confidential. If a request is made to view such Confidential
Information, Customer will notify Dominion of such request and the date the
information will be released to the requestor unless Dominion obtains a court order
enjoining such disclosure. If Dominion fails to obtain such court order enjoining
such disclosure, the Customer will release the requested information on the date
specified. Such release shall be deemed to have been made with Dominion's
consent and shall not be deemed to be a violation of law or this Asreement.
the
the
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14, Assignment. Neither Party may assign its rights, obligations, or interests in this Agreement
without the written consent of the other Party, providing however that Dominion rnay assign the
proceeds of this Agreement to a financial institution without prior consent of the Customer but
with written notice to Customer.
15. Termination.
15.1 Fo_r Default. ln the event either Party violates any provisions of this Agreement, the
non-violating Party may serve written notice upon the violating Party identifying
the violation and providing a reasonable cure period. Except as otherwise noted
herein, such cure period shall be at least thirty (30) days. In the event the violating
Party has not remedied the infraction at the end of the cure period, the non-violating
Party may terminate this Agreement, and seek legal remedies for breach of contract
as allowed hereunder. If the breach identit'ied in the notice cannot be completely
cured within the specified time period, no default shall occur if the Party receiving
the notice begins curative action within the specified time peliod and thereafter
proceeds witli reasonable diligence and in good faith to cure the breach as soon as
practicable.
15.2 For Non-Appropriation of Funds. The Customer shall not be obligated for
payments hereunder for any future fiscal year unless or until the Customer appropriates funds for
this Agreement in Customer's budget for thal fiscal year. In the event that funds are not
appropriated, then this Agreernent may be terminated by the Customer as the end of the last
fiscal year for which funds were appropriated. Termination of this Agreernent by the Customer
under this Section 15.2 shall not constitute a breach of this Agreement by the Customer. For tlre
purposes of this Agreement, the fiscal year commences onJjl!]ragund ends onpec 31 of the
following year. Customer shall notify Dominion in writing of such non-appropriation at the
earliest possible date which, in any event, shall be prior to Dominion perfonling services during
any fiscal year for which an applopriation has not been made. Li the event Customer notifies
Dominion that sufficient funds have not been appropriated, or if in fact sufficient funds have not
been appropriated, to compensate Dominion in accordance witlt this Agreement, Dominion may
suspend Dominion's performance and terminate all Donrinion licenses under this Agreement.
Suspension of performance and tenlination all Dominion licenses by Dominion in accordance
with this section 15.2 shall not constitute a breach of this Agreement by Dorninion.
15.3 For Non-Acceptance. ln the event Customer rejects the Dominion Sol'tware,
Dominion I'lardware, or the System as set forth in Section 8.3 lierein, Customer may terminate
this Agreement and such termination shall not constitute a breach of this Agreernent by
Customer. Upon such rejection, Customer will have no further payment requirements hereunder
and will tre entitled to a return of prior payments made. Upon such rejection by Customer,
Dorninion shall have no further obligation to perforrn and may termination the right to all
Dominion licenses.
16. Legality and Severability. This Agreement and the Parties'actions under this Agreement
shall comply with all applicable federal, state and local laws, ordinances, rules, regulations, court
orders, and applicable governmental agency orders. If any term or provision of this Agreement is
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held to be illegal or unenlbrceable, the remainder of this Agreement shall not be affected thereby
ancl each term or provision of this Agreenient shall be valid and enforceable to the fullest extent
perrnitted lry law. The Parties agree that any court reviewing this Agreernent shall reform any
illegal or unenforceable provision to carry out the express intent of the parties as set forth herein
to the fullest extent permitted by law.
17. Survival. The provisions of Sections 2,9,10, y),, 12, L3,"1.6,18, and 19 shall survive the
expiration or termination of this Agreement.
18. Choice of Law. Interpretation of this Agreement shall be governed by the laws of the State
of Colorado, and the courls of competent jurisdiction located in the State of Colorado will have
jurisdiction to hear and determine questions relating to this Agreement.
19. Waiver. Any failure of a Party to assert any right under this Agreement shall not constitute
a waiver or a termination of that right or any provisions of this Agreement.
20. Notices. All notices required or permitted to be given hereunder shall be given in writing and
shall be deemed to have been given when personally delivered or by nationally recognized
overnight carrier or mailed, certified or registered mail, return receipt requested, addressed to the
intended recipient as follows:
If to Dominion:
Dominion Voting Systems, Inc.
Attn: Contracts Administrator
120i 18th St., Sre. 210
Denver, CO 80202
Email: corltractsGDdominionvoting.com
If to the Customer:
Eagle County Clerk and Recorder
Attn: Teak Simonton, Clerk and Recorder
500 Broadway, Suite 1{)1
Eagle, CO 81631
Email: teak.si{nonton@eaglecounty.u_s
21. INDEPEM)ENT CONTRACTOR. ln all situations and circumstances arising out of the
ternrs and conditions of this Agreement, Dominion is an independent contractor, and as an
independent contractor, the following shall apply:
21.1. Dominion is not an employee or agent of Customer and is only responsible for the
requirements and results specified by this Agreement.
21.2. Dominion shall be responsible to Customer only for the requiremenls and results
specified by this Agreement and except as specifically provided in this Agreement,
shall not be subject to Customer's control with lespect to the physical actions or
activities of Dominion in fulfillment of the requirements of this Agreement.
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2I.3. Dominion is not, and shall not be, entitled to receive from, or through, Customer,
and Customer shall not provide, or be obligated to provide, Dominion, or any of its
employees, agents or subcontractors, with Worker's Cornpensation coverage or any
other type of employment or worker insurance or benefit coverage required or
provided by any Federal, State or local law or regulation for, or normally afforded
to, an employee of Customer.
21.4. Dominion, or any of its ernployees, agents orsubcontractors, shall not be entitled to
have Customer withhold or pay, and Custorner shall not withhold or pay, on behalf
of Dorlinion, or any of its employees, agents or subcontractors,, any tax or noney
relating to the Social Security Old Age Pension Program, Social Security Disability
Program, or any other type of pension, annuity, or disability program required or
provided by any Federal, State or local law or regulation.
2I.5. Dominion, or any of its employees, agents or subcontractors, shall not be entitled to
participate in, or receive any benefit from, or make any claim against any Customer
fringe benefit program, including, but not limited to, Customer's pension plan,
rnedical and health care plan, dental plan, life insurance plan, or any other type oI
benefit program, plan, or coverage designated for, provided to, or offered to
Customer's emplovee.
2L6. Customer shall not withhold or pay, on behalf of Dominion, or any of its
employees, agents or subcontractors, any Federal, State, or local tax, irrcluding, but
not lirnited to, any personal income tax, owed by Dominion.
21.7. Dominion is, and at all times during the term of this Agreement shall represent and
conduct itself as, an independent contractor, not an eniployee of Customer.
Insurance.
22,1 Dominion hereby agrees at its own cost and expense to procure and maintain,
during the entire term of this Agreement and any extended term therefore, insurance
in zr sum acceptable to Customer and adequate to cover potential liabilities arising in
connection with the performance of this Agreement and in any event not less than
the minin:urn limit set forth as follows:
Insurance Minimum Limit
Worker's Compensation. Coverage A Statutory
Employers Liability, Coverage B $1 million
Commercial General Liability Including
Contractual Liability, Operations, Products
and Completed Operations
Personal/Bodily lnjury $1 million per occurrence/$2 urillion
aggregale
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22.2. Certificates of Insurance. Complete copies of certificates of insurance for all
required coverages including additional insured endorsements shall be attached
" hereto and incorporated herein as though fully set forth.
23. Entire Agreement. This Agreement and its Exhibits incorporated herein by reference
constitute the entire agreement, understanding and representations between Dominion and the
Customer, and supersede and replace all prior agreements, written or oral. No modifications or
representations to the Agreement shall be valid unless made in writing and signed by duly
authorized representatives of both the Customer and Dominion, and incorporated as an
amendment hereto.
The remainder of this page is left blank intentionally.
Property Damage
Commercial Automobile Liability (owned,
hired & non-owned vehicles)
Personal/Bodily Injury
Property Damage
Professio nal Liability
$1 nrillion per occurre ncel$2 million
aggregate
$1 million per occurrence
$1 rnillion per occurrence
$1 million per occurrence
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IN WITNESS WHEREOF, the parties
date I'irst above written.
ON VOTING SYSTEMS, INC.
<\ s>r
\\
have caused this Agreement to be executed as of the
DOMlNI
AUTHORIZED SIGNATURE
'John Poulos
PRINTED NAME
President & CEO
TITLE
3/ ZZ/ ZVrO
DATE
BAGLE COUNTY, CO
DATE
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EXHIBIT A
VOTING SYSTEM ACQUISITION AGREEMENT
BY AND BETWEEN DOMINION VOTING SYSTEMS
AND EAGLE COUNTY. CO
PRlCING SUMMARY AND DELIVERABLES DESCRIPTION
1, Rricino and Deliverables Summarv - Description of equipment, technical facilities, software,
and other related services for voting, vote counting, and result processing. All pricing is in
U.S" Dollars and conforms to the Master Voting System Agreement between Dominion
Voting Systems and Colorado Secretary of State (attached hereto as Schedule 1), to extent
applicable. Capitalized terms used but not defined in this Exhibit shall have the meanings
ascribed to them in the Voting System Agreement. The Customer has chosen to purchase
the following items and quantities from the complete list of products and services offered by
Dominion, as described in sections 2 and 3 of this Exhibit A. Any other services,
consumables, products, or differing quantities not specifically identified in this Agreement
are available for purchase by the Customer at the prices listed in the Master Voting System
Agreement between Dominion Voting Systems and Colorado Secretary of State.
Central Scanning Hardware & Software License
lmageQast Central lncludes:
Canon DR-G1130 high speed document scanner.
- lmageCasi'' Central Software including third party Kofax VRS 4.5 software
- OptiPlex 9020 All-in-One Series with pre-loaded software
- One (1) iButton Programmer and (1) iButton Key Switch & Cat5 RJ 45
Cables
- 12 months Hardware Warranty
- 12 months Firmware License
Sub-Total:
$18,500 $37,000
$37,000
DESCRIPTION OTY UNIT PRICE EXTENSION
lmageCast X for the VSPC
VSPC Hardware
lmageCast X Accessible
lmageCast X
lmageCast X Voting Booth
4
o
5
10
Sub Total
$1,936.48
$2,s75
$1,936
$330
$7,746
$20,600
$9,682
$3,300
$41,328
Democracy Suite and Adjudication Hardware
Democracy Suite Hardware
Adjudication Workstation
z
z
$9,39s
$1,031
$18,790
$2,061
Sub-Total:
Software License
Democracy Suite (EMS)
lC C Adj u di catio n Ap p lic ati on
Mobile Ballot Printing
On-Site Training
lmplementation / Conliguration / Acceptance Testing
Project Management / lmplementation costs
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Sub-Total:
Sub-Total:
$67,000
$11,475
$3,000
$3,140
$7,820
$13,750
$67,000
$1't,475
$3,000
I
$3,140
$7,820
$1s,750
$24,710
1
I
1
Shipping
Estimated Shipping TBD
$o
$o
8uh-Total:
Election Services
Election Set'Up $o
$4,500
Democracy Suite BTR (EMS)
Adjudi catio n Appli eati o n
lmageCast Central
Mabile Ballot Printing
lmageCast X Accesslble
lmageCast X
lmageCast Central Extended Warranty
lmageCast X Accessible Extended Warranty
-lmageCast X E41nded Warranty
I
-A
1
1
2
1
2
I
5
$20,000
$3,000
$2,575
$600
$1 25
$1 15
$1,500
$1 40
$1 25
$20,000
$3,000
$5,150
$600
$1,000
$s75
$3,000
$1 ,120
$625
On Site Elections 3 Oay Support
Annual License / Warranty Fees
2. Product Description
2.1 lmageCast@ Central Scanner (ICC). Dominion shall provide the lmageCast@
Central Scanner for use by The Customer. The lmageCast'Central Scanner is
commercial off-the-shelf digital scanners configured to work with the lmageOastc)
Central Software for high speed ballot tabulation. Each lmageOast@ Central Scanner
includes the following components:
2.1.1 Canon DR-G1 130 high speed document scanner
2.1.2 lmageCasto Central Software including third party Kofax VRS 4.5 soitware
2.1.3 OptiPlex 9020 All-in-One Series with pre-loaded software
2.1.4 iButton Security Key
2.1.5 iButton Programmer and iButton Key Switch & Cat5 RJ 45 Cables used with
Democracy Suite to transfer security and election information to the iButtons for
use with the ICC
2.2 tmageCast@ Central Scanner Software. The Parties will enter into software licenses
for the lmageOast Central Scanner software, substantially in the form of Exhibit B to
this Agreement" The Dominion software includes, without limitation:
2.2.1 Audit functionality, known as the AuditMark@. For each ballot that is scanned,
interpreted and accepted into the unit, a corresponding ballot image is created
and stored {or audit purposes. The image consists of two parts described
below.
. The top portion of the image contains a scanned image of the ballot.
Dominion Voting Systems Inc.
Exhibit A - Version CO Temolate 317116
Voting System Purchase Agreement
Page 2 of 13
2.3
. The bottom portion consists of a machine-generated type-out showing
each mark that the unit interpreted for that particular ballot. This is
referred to as an AuditMark@.
Democracy Suite EMS Software (Full SystemJ platform is a set of applications
tailored for all pre-voting and post-voting activities. The Democracy Suite EMS
consists of the following components:
2.3.1 Election Event Designer (EED) Client Application is the primary application
used for the definition and management of election event. EED is
responsible for the definition of election projects. Each election project is
represented as an instance of the election domain database with associated
set of election project file based artifacts. The definition of the election
project will be initiated by importing the election data from the SCORE
system. lt is important to note that an election project initiated by importing
data can be further modified within the EED Client Application.
The EED can generate two types of paper ballots:
. Proofing ballots - ballots produced to allow election project
stakeholders to proof ballot content and styling. These ballots
cannot be processed by the lmageCast@ as they don't have proper
ballot barcodes. These ballots are overprinted with the text
"Proofing Ballots - date/time"
. Official ballots - represent production ready, press ready ballots in
PDF format with barcodes and without any overprinting.
2.3.2 Results Tally and Reportino (RTR) Client Application is the application used
for the tally, reporting and publishing of election results.
Demoeracy Suife EMS Software (Advanced Expressf consists of the following
components:
2.4.1 Election File and iButton Creation Customer is authorized to create Election
Files and iButtons from Democracy Suite to load on the ICE and ICC units.
2.4.2 Results, Tally and Reporting (RTR) Client Application is the application used
for the tally, reporting and publishing of election results.
lmageCast@ Adjudication Apptication is a client and server application used to
review and adjudicate lmageCast@ Central Scanner ballot images. The application
uses tabulator results files and scanned images to allow election administrators to
make adjudications to ballots with auditing and reporting capabilities. The
Adjudication Application examines such voter exceptions as overvotes, undervotes,
blank contests, blank ballots, write-in selections, and marginal marks. The
application works in two basic modes: election project setup and adjudication. The
Adjudication Application can be used in a multi-client environment, Adjudication
Application eliminates the need to physically rescan ballots, which can potentially
damage the originals and cause chain-of-custody concerns.
2.4
2.5
2.6 ImageCast@ X Application is an application used for touchscreen voting on tablets
Dominion Voting Systems Inc.
Exhibit A - Version CO_Template 317116
Voting Syslem Purchase Agreement
Page 3 of 13
at a voting location, and a Democracy Suite election database. Voting sessions are
initiated on the tablet by either a magnetic card or the entry of a numeric code
based on activation, The ballot is distributed to the voter electronically from a
computer server using a local area network in the voting location. All voting activity
is performed at the tablet, including accessible voting. Accessible voting interfaces
connect to the tablet using an adapter that supports most accessible devices,
allowing voters to bring their own device. After review and completion of the ballot
selections, a paper ballot is created for the voter from a printer in the voting booth,
and the ballot is cast after insertion in a ballot box. The paper ballot is the official
ballot. The ballots contain a textual representation of the voter's ballot selections for
visual review and confirmation, and the ballots are scanned using lmageCast
Central Scanner and tallied in Democracy Suite RTR.
2.7 Mobile Ballat Production is an application used to search, preview and print
ballots via a local printer device. The application makes use of ballot information
and PDFs produced by the Election Event Designer application and information
provided through the customer voter registration system.
2.8 Automated Test Deck Application is an application used to create accurate test
packs for running Pre-Logic and Accuracy Test with optional marking pattern
requirements. The application can be used to access the election database and
produce a set of print-ready PDFs and results tables
2.9 Sysfem Capabilities. The system shall be capable of producing, scanning,
printing, and tabulating ballots for elections with voter service centers and/or
precinct polling locations for not less than 500,000 registered voters (active and
inactive), not less than 500 precincts, 1-20 districts, 1-12 political parties, and 1-500
different ballot styles including as many as 100 ballot issues. In addition, the
System must qualify for provisional certification by the Colorado Secretary of State.
3. lmplementation and Training Description Dominion shall provide the following training to
Customer personnel at no additional cost to Customer, except as specifically provided in the
Pricing Summary (Section 1) of this ExhibitA.
3.1 Project Plan. The Customer and Dominion shall finalize a project plan outlining
dates, resources and tasks through the June and November elections. The project
plan is attached hereto as Schedule 1 is an initial draft of dates from which the final
project plan will be derived.
3.2 Praject Management. Dominion shall appoint a Statewide Project Manager
("Dominion Project Manager") to oversee the general operations of the project. The
Dominion Project Manager shall be responsible for arranging all meetings, visits
and consultations between the Parties and for all administrative matters such as
invoices, payments and amendments. The Dominion Project Manager shall
communicate with the Customer as to the status of information, procedures and
progress on the tasks as set out in this Agreement and to advise the Customer
forthwith upon the occurrence of any event requiring a material change in such
plans, and request Customer's written consent to any such material change. In
addition, the following Project management resources will be dedicated to the
implementation.
Dominion Voting Systems lnc.
Exhibit A - Version CO Templale 317116
Voting System Purchase Agreernent
Page 4 of 13
3.2.1 Technical Support Manager
3.2.2 System Configuration Manager
3.2.3 RegionalAssistantProjectManagers
3.2.4 Customer Relations Manager
3.2.5 Training and Documentation Manager
3.2.6 State Certification Liaison
3.2.7 Election Programmers
3.3 System Training. Dominion will provide the following training as described herein.
3.3.1 Svstem Transition Traininq - These initial meetings will orient Dominion to
current county processes and provide information to the counties on the
overall system, related configurations, ballots, reporting, training, etc.
Transition meetings will include, but not be limited to the following:
3.3.1.1 BallotTemplates
3.3.1.2 Reporting
3.3.1.3 Configurable System Settings
3.3.1.4 Ambiguous Zone Thresholds
3.3.1.5 BallotPrinting
3.3.1.6 SCORElntegration
3.3.1.7 Other
3.3.2 lmageOast@ X - This training introduces the lmageCast'o X system with an
emphasis on the operation of the hardware. Students can expect to learn
general operations, logic and accuracy testing, Election Day setup and
operation, and troubleshooting.
3.3.3 lmaqeCast Central.- This training covers all aspects of ICC operations and
tally, including general operations, process, adjudication, and reporting.
3.3.4 Democracy Suite@ EMS Svstem- This training covers the configuration of
the Democracy Suite@ EMS System along with defining an election project.
Topics include importing jurisdictional information, ballot layout, ballot
proofing and printing, election file creation (tablet, lCC, and mobile ballot
printing), automated test deck creation, loading elections, tallying results
(including adjudication tally), and generating reports.
3.3.5 Mobile Ballot Production - This training covers the configuration and use of
the Mobile Ballot Production software, including pollworker train the trainer.
3.3.6 Pollworker Train the Trainer - This provides training to the Customer staff on
operations of a VSPC including the lmageCast@ X, voter check-in, Mobile
Ballot Production, system setup, testing and troubleshooting.
Dominion Voting Systems lnc.
Exhibit A - Version CO Template 317116
Voting System Purchase Agreement
Page 5 of 13
Dominion Voting Systems Inc.
Exhibit A - Version CO_Template 317116
9.4 Sysfem Acceptance Testing Support. Dominion will provide direct onsite training
and support during the System Acceptance Testing period.
3.5 Local Printing Facilities Certification shall consist of the following components
provided by Dominion:
3.5.1 Provide technical specification requirements for printer certification.
3.5.2 Perform on-site quality control on initial test run of ballots from printers
including multiple tabulation sessions.
3.5.3 The certified Printing^Facility must agree to source the paper used for ballots
with the lmageCast*' from a paper manufacturer approved by Dominion,
such paper manufacturer having met Dominion's technical paper
specifications.
3.6 Sysfem lnstallation and Configuration provided by Dominion shall consist of on-
site support technicians for the installation and configuration of the System.
3.7 EMS Ballot Detinition In conjunction with EMS training, Dominion shall provide
support (for Customers purchasing the full EMS) or direct service (for Customers
purchasing the express EMS) for the election event definition, including the
following components:
3.7.1 lmport of data files into the EMS system.
3.7.2 Defining election project parameters and assigning templates,
3,7.3 Assigning tabulators (lCC, tablet, mobile ballot printing).
3,7.4 Defining ballot structures.
3.7.5 Creating proofing ballots.
3.7.6 Creating official ballots.
9.7.7 Creating election files and the security keys for the lmageCast@.
3.8 Support during the Pre-Logic and Accuracy Testing Dominion shall provide
support for the Pre-Logic and Accuracy Testing. This support will be overseen by
the Dominion Project Manager and the Dominion Project Lead.
3.9 Election Day Support Election Day Support shall include three (3) days (inclusive
of travel) of direct onsite election support.
3.10 Post-Election Reporting and Auditing Support. Dominion shall provide direct
on-site support for post-election reporting and auditing. This support will be
overseen by the Dominion Project Manager and the Dominion Project Lead.
3.11 Ongoing telephone support. Telephone support shall be available for Customers
during the Term of the Agreement at no additional costs.
Voting System Purchase Agreement
Page 6 of 13
SCHEDULE 1
Draft Project Schedule
Task Name
Colorado 1.0
Project Milestones
Selection of UVS Finalist
County Contracts Negotiated and Signed
Ce rtification of System
lnstallation and Trusted Builds
Build servers, ICC and Adjudication clients
State installs trusted builds on servers, ICC and
Adjudication clients
Set-up ICX systems
State installs trusted builds on ICX units
Primary Election Milestones
Ballot Production
UOCAVA Ballot Deadline
Absentee ballots sent - Primary
L&A Testing - Primary
Begin counting mail ballots - Primary
Voting Centers Open - Primary
Election Day - Primary
General Elect.iol Milestgnes
Ballot Production
UOCAVA Ballot Deadline
Absentee ballots sent - General
L&A Testing - General
Begin counting mail ballots - General
Voting Centers Open * General
Electjol Day - Genepl.
Project Management
Initiate Project
Internal Project Kick-off
Kick-off witlr State
Kick-Off Meeting with Counties
System Certification
UVS Certification Tasks
.
Deadline for Cert. App. With TDP
Completion of documentation review
Prepare and finalize Test Plan Agreement
Dominion Voting Systems lnc.
Exhibit A - Version CO_Template 317116
Voting System Purchase Agreement
Page 7 of 13
.''Duriti .
: 394 days
314 days
0 days
40 days
1day
25 days
1L days
4 days
, 3 days
, 2 days
. Sa a"yt
; 2! dgys
,1day
, L7 days
11 days
0 days
9 days
, 0 days
, 58 days
, 26 days
1 day
5 days
11 days
0 days
1-6 days
9 dty:
364 days
43 days
1 day
1 day
2 days
32 days
32 days
1 day
1 day
1 day
Tue L2lLltS
Thu t2l3L/t5
' Thu 12/31./15
' Mon t/4/1.6
Tue 3/7/76
Tue2lt6ll6
Tue 2/76/L6
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, Mon3/7/1,6
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Mon 5/Z/t6
.Mon 5/2/1,5
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Mon 6/6/L6
Tue 5/31./16
, Mon 6/13/16
Mon 6/20/1,6
Tue 6/28/1.6
, Mon 9/rzlL6
Mon9/12/1.6
Sat9/24/1"6
. Mon tA/fi/L6
Mon 10/L0/16
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, Mon 1.0/74/LB
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Wed 3/9/16
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Tue 6128/LG
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Fri 6/10116
Mon 5/13/16
Tue 6/28/1,6
rue 6/28/t6
Tue t1l8/16
Fri 10/7 /L6
Sat9/24/16
Fri 1O/21/1,6
rhu 70/20/1.6
Mon tO/24/16
rue 1.1,/8/16
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wed12p8-lt6
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Fri I/29/76
S-taif
Task Name
Complete supplemental testing, if necessary
Certification of System
Project Management Meetings w State/Counties
Project Update Call
Dominion Internal Project Management Meetings
Project Update Call
Procurement and Logistics
Procurement
ICC system
Canon G1130
Kofax board and software
Dellall-in-one PC
i-Button programmer
,
Other Requested Supplies and Consumables
ICX System
Tablets
Tablet Kiosk
Mag Striper Reader
Hub multiport network
BMD Printer
Networking Hardware
Administrator Laptop
Voting Booth
Accessibility system lrardwa re
Other ldentified or Requested lT Hardware
EMS and Adjudication Hardware
EMS i;;;Cr
EMS Workstation
Adjudication Wo rkstation
Network SecuritY Devices
Monitors (2 server and Adjudicationi
Keyboard, Mouse, Cables...
Report Printer
Other ldentified or Requested lT Hardware
Configuration, Installation, Training and Testing
System Configuration
Create
-Election
Data lmport Blidge
Examine existing data structure
Create data import bridge from customer database
Test import bridge
Dominion Voting Systems Inc.
Exhibit A - Version CO_Template 317116
L day Mon 2h5/1.6
19"u , Fri 2/19/t6
346 days I Mon 1l78lt6
345 days , Mon L/18/1G
348 days Fri t/t5lL6
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30 days ' Mon 21U16
30 days Mon2ltlt6
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30 days Mon 2/1./1.6
30 days , Mon 2/1./16
30 days ' Mon 2/1'/1'6
30 days Mon 2/1./3.6
30 days Mon 2/L./16
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30 days ' Mon2/1/!6
30 days Mon 2/1/16
30 days Mon 2/t/16
, 30 days Mon 2/3./16
, 30 days , Mon 2/t/16
: 30 days :, Mon2/1./1.6
30 days Mon2/1"/1.6
, 30 days Mon 2/1./16
, :O Oays Mon 2/I/16
i 30 days Mon 2/L/16
, f! days , Mon 2!t/16
: 30 days , Mon 2/t/L6
, 30 days , Mon _2/1/1,6
30 days Mon2/1./1.6
, 30 daVs Man 2/1,/1.6
, 30 days Mon 2/1/1,6
: 30 days Mon 2/L/1.6
30 days Mon 2/1./16
30 days , Man 2/t/16
182 days ,TuetZ/tltS
43 days ThuLZ/3tlTS
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; Zr days fhu Q/31/15
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: 4 days ', Fri 1/22/16
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Tue 3/IlLG
Tue 3/L/16
Tue 3/LlLG
Tue3/Lft6
Tue 3/I/1.6
Tue 3/Llt6
Tueslr/rc
Tue3lUt6
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Tue 3/L/16
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Tue 3/t/L6
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Tue 3/Il1.6
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Mon 5/30/16
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Monl"/25/16
Voting System Purchase Agreement
Page 8 of 13
'T.ast,Nam.9,,,,.,-",-,,,,,".- .:,:,,..,,
Test new files from State with import bridge
Customization of configurable options
Finalize ballot style template
State to review and finalize ballot style templates
Define configura ble settings
Finalize Election Night Reporting
lnstallation, Mock Election & Acceptance Testing
Prepa ration for Acceptance Testing
Review Cou nty Operations
Deployment & Acceptance Testing
Deploy servers, ICC and initial ICX units to all counties
On-site mock election preparation for all counties
Acceptance Testing of EMS, ICC and ICX for outlying
counties
Acceptance Testing of EMS, ICC and ICX for remaining
cou nties:
I rarnlng
Finalize User Documentation
ICX Documentation
ICX User Guide
Acceptance Test Procedure, checklist and sign-off form
L&A Procedure, checklist and sign-off form
Poll-Worker Training Manual
ICC Documentation
ICC User Guide ,
Acceptance Test Procedure, checklist and sign-off form
Operator Training Manual
L & A Procedure, checklist and sign-off form
Adjudication
Adjudication Users Guide
Adjudication Quick Reference Guide
Operator Trainilg Maluat
L&A Procedure, checklist and sign-off form
EMS Documentation
EED Users guide
RTR Users guide
Customer System Training
Region 1 Training
ICC/Adjudication Operations training
ICX Operations training
EMS / RTR Training
Dominion Voting Systems Inc.
Exhibit A - Version CO_Template 317116
Voting System Purchase Agreement
Page 9 of 13
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56 days
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43 days
, 18 days
, 18 days
46 days
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28 days
, J8 days
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28 days
28 days
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78 days
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Task Name
Pollworker Train the Trainer
Region 2 Training
ICC/Adjudication Operations training
ICX Operations training
EMS / RTR Training
Pollworl<er Train the Trainer
Region 3 Training
ICC/Adjudication Operations training
ICX Operations training
EMS / RTR Training
Pollworker Train the Trainer
Tier 1.1 Counties Training
ICC/Adjudication Operations training
ICX Operations training
EMS / RTR Training
Pollworker Train the Trainer
20L5 Primary Election
Election Programming
Final Election Ballot and Database Creation
Ballot Certification Deadline for Primary
Final Ballot and Report Proofs to County Officials
Ballot and Report Review by Client
Revisions to Ballots and/or Reports
Election Materials Provided to County
Official Ballot lmages generated
L&A Test Ballots Generated
Distribute Election Project Packages
Primary Election - Finalize Election Files & Logic and
Accuracy Testing
County Receivel 9nd Restores Elec]ion package.
Test ballots provided to printer
Load Election Files to ICC and ICX
Scan test ballots, upload and verify results
Export Results to State-wide System
Election Support - Primary Election
Mail Ballot Tabulation Support
Region 1
Region 2
Region 3
County Tier L.1
Dominion Voting Systems lnc.
Exhibit A - Version CO_Templale 317116
Voting System Purchase Agreement
Paoe 10 of 13
Duration SPit J!ni:n
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Tue 3/15/1.6
Wed 3/16/16
Fri sl6/T6
wed s/2!/L6
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Wed 3/30/16
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Mon 5/30/16
Wed 6/29/L6
Sun5l79lL6
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Mon5/2/16
Tue 5/10/16
Weds/17/16
rhu 5/12/76
Sun 5/29116
Fri 5/L3/16
rri 5/2,0-/16
Sun 5/29/16
Fri 6ltoltG
Mon s/30/i6
Thu 6/2/1.6
Tue 5/31/16
rhu 6/9/1.6
Fri 6/10/16
wed 6/2eh6
Tue 6178115
Tue 6/28/L6
Tue 6/28/L6
rue 6/28/L6
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1 day Man 5/23h6
73 days , Mon 3lt4l16
2 days Mon 3/14/1,6
1" day Wed 3/16/16
5 days Mon 5/2/16
L day , Wed 5/25116
68 days MonS/ZtlLG
2 days Mon 3/2I/LG
l day Wed 3/23116
5 days , Mon 5/9/16
L day FrIS/Z7/LE
64 days Mon 3/28/L6
2 qiys , Mon 3/28/1"6
l day Wed 3BAILG
5 days Mon 5/2/1.6
l day , Mon 5/3013.6
59 days MonSl2lt6
28 days , Mon 5l2lL6
11day1 , Mon 5/21L6
l day , Mon 5/211,6
8 days : Tue 5/3/16
l day Wed 5/7L/I6
1 day ', fhu 5/72h6
17 days ' FriS/L3lI6
1 day Fri 5/13/16
8 days rri 5/13/!6
7 days " Mon5/23116
12 days Mon 5/30/16
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3 days ,,Iue 5/31/t6
1 day . Tue 5/31,/16
10 days , Tue 5/31,/1,6
1 day ' Fri 6/1,0/16
17 days , Mon 0ltSlt6
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16 days Mon 6/13/16
County Tier 1.1
VSPC
Region 1
Region 2
Region 3
County Tier L.1
County Tier 1.1
Election Day Support
Region 1
Region 2
Region 3
County Tier 1.1
County Tier L.1
General Election 2016
Project Plan Review and Update
Capture Lessons Learned
Internal Review
Stakeholder consultations
Review issues log
Revise Project Plan and Project Schedule
Revise Project and User Documentation
General Election Supplemental Training for Trainers
Region l Training
Refresh Training
Region 2 Training
Refresh Training
Region 3 Training
Refresh Training
County Tier 1.1
Refresh Training
County Tier 1.1
Refresh Training
Election Progqamming ; Geleral Electiol
_
Final Election Ballot and Database Creation
Ballot Certification Deadline for General
Final Ballot and Report Proofs to County Officials
Ballot and Report Review by Cllent
Revisions to Ballots and/or Reports
Election Materials Provided to County
Official Ballot lmages generated
Dominion Voting Systems Inc.
Exhibit A - Version CO Template 317116
Voting System Purchase Agreement
Paoe11 of13
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165 days
28 days
, 14 days
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14 days
, 14 days
I 14 days
14 days
15 days
, 2 days
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2 days
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Start Finish
T.as|Namc.';.j..........]'..'...-.'...''...,li',i'."l...;i;.,-.
L & A Test Ballots Generated
Distribute €lection Project Packages
General Election - Finalize Election Files & Logic and
Accuracy Testing
County Receives and Restores Election package
Test ballots provided to printer
Load Election Files to ICC and ICX
Scan test ballots, upload and verify results
Export Results to State-wide System
Election Support - General Election
Mail Ballot Tabulation Support
Region 1"
Region 2
Region 3
County Tier L.1
County Tier 1.1
VSPC support
Region 1
Region 2
Region 3
County Tier L.1
County Tier L.1
Election Day Support
Region 1
Region 2
Region 3
County Tier 1.1
County Tier L.1
Project Plan Review and Update
Capture Les-sons Learle{
lnternal Review
Stakeholder consu ltations
Review issues log
Dominion Voting Systems Inc.
Exhibit A - Version Co_Template 317116
Voting System Purchase Agreement
Paoe 12 of 13
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Schedule'l
Master Voting System Agreement between Dominion Voting Systems and
the Colorado Secretarv of State
Dominion Voting Systems Inc.
Exhibit A - Version CO_Templare 317116
Voting System Purchase Agreement
Paoe 13 of 13
EXHIBIT B
SOFTWARE LICENSE TERMS AND CONDITIONS
1. Definitions.
1.1. "Documentation" means manuals, handbooks, maintenance libraries, and other
publications supplied with the Software, including System technical documentation, user
documentation and training materials.
1.2. "Liqensee" shall mean the Customer defined in the general terms and conditions
of this Agreement.
1.3. "Licensoru shall mean Dominion Voting Systems, lnc.
1.4. "Party" or "Parties" Licensor and Licensee may hereinafter be referred to
individually as a Party and collectively as the Parties.
'1.5, "Sqtlyafg" means the Democracy Suite@ and lmageCast@ software licensed by
Licensor hereunder, in object code form, including all documentation therefore.
1.6. "Specifications" means descriptions and data regarding the features, functions
and performance of the Software, as set forth in user manuals or other applicable
documentation provided by Licensor to the Licensee.
1.7. "Third-Party Products" means any software or hardware obtained from third-party
manufacturers or distributers and provided by Licensor hereunder.
2. License Terms.
2.1. License to Software. Subject to the terms of this Agreement, Licensor grants
Licensee a non-exclusive license to use the Software solely for the Licensee's own
internal business purposes and solely in conjunction with the Software and Hardware.
This License shall only be effective during the Term and, except as provided in Section
8 of this Exhibit B cannot be transferred or sublicensed.
2.2. Third-Party Products. Subject to the terms of this Agreement, and when
permissible, Licensor grants to Licensee a sublicense to use any software that
constitutes or is contained in Third-Party Products, in object code form only, for use
during the Term as part of the System for the purposes described in Section 2.1. This
sublicense is conditioned on Licensee's continued compliance with the terms and
conditions of the end-user licenses contained on or in the media on which such software
is provided.
2.3. No Other Licenses. Other than as expressly set forth in this Agreement, (a)
Licensor grants no licenses, expressly or by implication, and (b) Licensor's entering into
and performing the Agreement will not be deemed to license or assign any intelleclual
property rights of Licensor to Licensee or any third party. Without limiting the foregoing
sentence, Licensee agrees not to use the Software as a service bureau for elections
outside the Licensee's jurisdiction, except as othennlise provided in Section 8, and
agrees not to reverse engineer or otherwise attempt to derive the source code of the
Software. Except as otherwise provided in Section B, the Licensee shall have no power
Dominion Voting Systems, Inc.
Temolate - Exhibit B
CO Template Agreement
Paoe 1 of 3
to transfer or grant sub-licenses for the Software. Any use of all or any portion of the
Software not expressly permitted by the terms of this Agreement is strictly prohibited.
3. Payment, In consideration of the grant of the license, the Licensee shall pay the
fees set forth in Exhibit A of this Agreement.
4. Upgrades and Certification. During the Term, Licensor may provide upgrades
to Licensee under the following terms and conditions.
4.1. Upqlades. In the event that Licensor, at its sole discretion, certifies a software
upgrade under the applicable provisions of the election laws and regulations of the
Licensee's State, Licensor may make the certified software upgrade available to the
Licensee and install the upgrade during a regularly schedule preventive maintenance as
described in Exhibit A.
4.2. Certification Requirement. Notwithstanding any other terms of this Agreement,
Licensor shall not provide, and shall not be obligated to provide under this Agreement
any upgrade, enhancement or other software update that has not been certified under
the applicable provisions of the election laws and regulations of the Licensee's State.
5. Warranties. The following warranties will apply to all Software during the Term.
5.1. Software. Licensor warrants that during the Term, the Software will function
substantially in accordance with the Specification. lf the Licensee believes that the
Software is not functioning substantially in accordance with the Specifications, the
Licensee shall provide Licensor with written notice of the material failure within thirty
(30) days of discovering the material failure, provided that the Licensee can reproduce
the material failure to Licensor. The foregoing warranty shall be void in the event of the
Software (i) having been modified by any party other than Licensor or (ii) having been
used by the Licensee for purposes other than those for which the Software was
designed by Licensor. lf Licensor establishes that the reported material failure is not
covered by the foregoing warranty, the Licensee shall be responsible for the costs of
Licensor's investigative and remedial work at Licensor's then current rates.
5.2. Third-Party Products. The warranties in this Section 5 do not apply to any Third-
Party Products. However, to the extent permitted by the manufacturers of Third-Party
Products, Licensor shall pass through to Licensee all warranties such manufacturers
make to Licensor regarding the operation of such Third-Party Products. Licensor shall
assist Licensee in making warranty claims for Third-Party Products that do not permit
Licensor to pass warranties through to Licensee.
5.3. NO OTHER WARRANTIES. LICENSOR DISCIAIMS ALL OTHER
REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS,
IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY BASED ON A
COURSE OF DEALING. COURSE OF PERFORMANCE OR USAGE OF TRADE.
6. Prohibited Acts. The Licensee shall not, without the prior written permission of
Licensor:
Dominion Voting Systems, lnc.
Temolate - Exhibit B
CO Template Agreement
Page 2 of 3
6.1. Transfer or copy onto any other storage device or hardware or otherwise copy
the Software in whole or in part except for purposes of system backup;
6.2. Reverse engineer, disassemble, decompile, decipher or analyze the Software in
whole or in part;
6.3. Alter or modify the Software in any way or prepare any derivative works of the
Software or any paft of parts of the Software;
6.4. Alter, remove or obstruct any copyright or proprietary notices from the Software,
or failto reproduce the same on any laMul copies of the Software.
7. Return of Software. Upon termination or expiration of this Agreement, Licensee
shall (i) fonhwith return to Licensor all Software in Licensee's possession or control, or
destroy all such Sofiware from any electronic media, and certify in writing to Licensor
that it has been destroyed.
8. Permitted County Use. In the event that any term or condition of this Exhibit B
conflicts with the Master Voting System Agreement between Dominion Voting Systems
and Colorado Secretary of State ("Master Agreement"), the Master Agreement shall
prevail. Notwithstanding any provision of this Exhibit B to the contrary, Licensee is
permitted to perform the following acts or services without the consent of Licensor:
8.1. Transfer or loan its rights and obligations under this Agreement to one or more
Colorado counties that operates or utilizes the Dominion Hardware and Software,
with the advance approval of the Secretary of State;
8.2. Program election databases and voting devices for other political subdivisions of
the State of Colorado without charge.
8.3. Use the Software to conduct elections for other political subdivisions wholly or
partially located in the same county.
8.4. Permit the State of Colorado to program Licensee's election databases and
voting devices.
Dominion Voting Systems, Inc
Temolate - Exhibit B
CO Template Agreement
Page 3 of 3
