Okaloosa County BOCC — September 15, 2015 — Order Agreement — reading text

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 A1 Pricing Summary Summary: Description Refer To Amount ES&S Hardware Maintenance ES&S Hardware Maintenance Fees $82,360.00 Description and Fees Below ES&S Software License, ES&S Software License, Maintenance and Support Fees Maintenance and Support $143,400.00 Description and Fees Below ES&S Firmware License, ES&S Firmware License, Maintenance and Support Fees Maintenance and Support $38,400.00 Description and Fees Below Total Maintenance Fees for the Initial Term: $264,160.00 Terms & Conditions: Note 1: Any applicable state and local taxes are not included, and are the responsibility of Customer. 5  ES&S HARDWARE MAINTENANCE DESCRIPTION AND FEES Initial Term: (Expiration of the Warranty Period through the fourth anniversary thereof) Annual Maintenance Maintenance Qty Description Coverage Period Fee Per Unit Fee In Total Model DS200 60 Year 1 $125.00 $7,500.00 Digital Image Scanner Model DS850 1 Year 1 $2,440.00 $2,440.00 High Speed Digital Image Scanner 60 AutoMARK Voter Assist Terminal Year 1 $177.50 $10,650.00 Total Maintenance Fees for Year 1 $20,590.00 Model DS200 60 Year 2 $125.00 $7,500.00 Digital Image Scanner Model DS850 1 Year 2 $2,440.00 $2,440.00 High Speed Digital Image Scanner 60 AutoMARK Voter Assist Terminal Year 2 $177.50 $10,650.00 Total Maintenance Fees for Year 2 $20,590.00 Model DS200 60 Year 3 $125.00 $7,500.00 Digital Image Scanner Model DS850 1 Year 3 $2,440.00 $2,440.00 High Speed Digital Image Scanner 60 AutoMARK Voter Assist Terminal Year 3 $177.50 $10,650.00 Total Maintenance Fees for Year 3 $20,590.00 Model DS200 60 Year 4 $125.00 $7,500.00 Digital Image Scanner Model DS850 1 Year 4 $2,440.00 $2,440.00 High Speed Digital Image Scanner 60 AutoMARK Voter Assist Terminal Year 4 $177.50 $10,650.00 Total Maintenance Fees for Year 4 $20,590.00 Total Hardware Maintenance Fees for the Initial Term $82,360.00 Note 1: The Per-Unit Fees if Customer requests more than one Routine Maintenance visit in a 24- month period shall be 75% of the then current maintenance fee per unit. Note 2: Surcharge for Emergency Repair Services shall be 150% of the then current maintenance fee per unit. Note 3: Customer’s Designated Location: Okaloosa 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 A1 shall automatically renew as set forth in Article I, Section 1. 6 Hardware Maintenance Services Provided by ES&S Under this Schedule A1 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. 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. 7  ES&S SOFTWARE LICENSE, MAINTENANCE AND SUPPORT DESCRIPTION AND FEES ELECTIONWARE SOFTWARE Initial Term: (Expiration of Warranty Period through the fourth 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 – PYO Standard Year 1 $35,850.00 1 ElectionWare – PYO Standard Year 2 $35,850.00 1 ElectionWare – PYO Standard Year 3 $35,850.00 1 ElectionWare – PYO Standard Year 4 $35,850.00 Total Software License, Maintenance and Support Fees for the Initial Term $143,400.00 ES&S SOFTWARE LICENSE, MAINTENANCE AND SUPPORT DESCRIPTION AND FEES FIRMWARE Initial Term: (Expiration of Warranty Period through the fourth anniversary thereof) Listed below are the Hardware Products and Fees for which Firmware License, Maintenance and Support will be provided: Annual Firmware License, Firmware License, Qty Description Coverage Period Maintenance and Maintenance and Support Fee In Total Support Fee Per Unit Model DS200 60 Year 1 $75.00 $4,500.00 Digital Image Scanner Model DS850 1 Year 1 $1,500.00 $1,500.00 High Speed Digital Image