HomeMy WebLinkAboutLiberty Vote USA AgreementDocusign Envelope ID: ED0707BA-507A-4C3F-8DE8-32E8F4082A34
VOTING SYSTEM ACQUISITION
BY AND BETWEEN
LIBERTY VOTE USA INC.
AND CITY OF OSHKOSH, WI (WINNEBAGO COUNTY)
This Voting System Acquisition (the "Agreement"), dated December 01, 2025 (the
"Effective Date"), is made between City of Oshkosh, WI (Winnebago County) (the "Customer"),
and Liberty Vote USA Inc., ("Liberty Vote"). This Agreement may refer to Liberty Vote and the
Customer as the "Parties," or may refer to Liberty Vote or the Customer individually as a "Party."
WHEREAS, the Customer desires to purchase a voting system, software use licenses and
related services; and
WHEREAS, Liberty Vote designs, manufactures, licenses, and provides services for its
voting systems.
NOW THEREFORE, in consideration of the mutual covenants contained herein, and in
accordance with the terms and conditions set forth herein, Liberty Vote agrees to license and
furnish the System (as defined herein) to the Customer.
1. Composition of Agreement. Exhibits A and B are attached and incorporated herein by
reference and form a part of this Agreement. This Agreement consists of the general terms and
conditions contained in the following sections, together with the listed Exhibits:
Exhibit A: Pricing Summary and Deliverables Description
Exhibit B: Software License and Hardware Warranty Terms
2. Definitions. For the purposes of this Agreement, the following are defined terms:
2.1. "Acceptance" and variations thereof, means the successful completion by the Customer
of the acceptance testing performed on each component of Liberty Vote Hardware and
Software, after delivery in accordance with testing criteria developed and agreed to by
the parties, or the occurrence of other events defined in Section 8.
2.2. "Confidential Information" means those materials, documents, data, and technical
information, specifications, business information, customer information, or other
information that a Party (the "Disclosing Party") maintains as trade secrets or
confidential and which are disclosed to another Party (the "Receiving Party") in tangible
form marked as "confidential," or with words having similar meaning, which includes
without limitation, Liberty Vote Software and associated documentation.
2.3. "Liberty Vote Hardware" means the ImageCast® system hardware as more specifically
described in Exhibit A.
2.4. "Liberty Vote Software" means software programs licensed by Liberty Vote and any
associated documentation as more specifically described in Exhibit A.
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2.5. "Election Management System Hardware" or "EMS Hardware" means third party
hardware required for operating Liberty Vote Software as used in conjunction with the
Liberty Vote Hardware.
2.6. "License" has the meaning set forth in Section 7.
2.7. "System" means the combination of Liberty Vote Software, Liberty Vote Hardware and
EMS Hardware.
2.8. "Third Party Software" means manufacturer supplied software, or fiuinware owned by
third parties, which Liberty Vote provides to Customer pursuant to sublicenses or end
user license agreements with the owners of such Third Party Software. Third Party
Software includes, but is not limited to, various operating systems, software drivers,
report writing subroutines, and firmware.
3. Term of Agreement. The Term of this Agreement shall begin on the Effective Date and shall
continue until December 31, 2031. This Agreement shall automatically renew on an annual
basis for an additional 4 years, subject to the license and warranty fees and terms defined in
Exhibits A and B. The Customer, at its sole discretion, may choose to terminate the Agreement
prior to any annual renewal. Notification of termination must be in writing and provided to
Liberty Vote within forty-five (45) calendar days of expiration.
4. Liberty Vote's Responsibilities. Liberty Vote shall:
4.1. Deliver the System and services as described in Exhibit A - Pricing and Payment
Summary and Deliverables Description.
4.2. Provide the Customer with the Liberty Vote Software use License and related warranties
as described in Exhibit B - Software License and Hardware Warranty Terms.
4.3. Provide the Customer with the Liberty Vote Hardware Warranty as described in Exhibit
B - Software License and Hardware Warranty Terms.
4.4. Assign a Liberty Vote project manager ("Liberty Vote Project Manager") to oversee the
general operations of the project. The Liberty Vote Project Manager will be the primary
contact for the project. The Liberty Vote Project Manager will be responsible for all
services including, resource planning and coordination, product delivery, issue resolution
and for all administrative matters such as invoices and payments.
4.5. Provide the Customer with reproducible electronic copies of the user documentation.
4.6. Assist in the Acceptance Testing process as required by Section 9 herein.
4.7. Provide invoices to Customer according to the payment schedule listed in Exhibit A and
pursuant to the payment schedule described in Section 5.1 herein.
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5. 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 Liberty Vote invoice. Payments specified in this Section 5 are exclusive of all excise,
sale, use and other taxes imposed by any governmental authority, all of which taxes shall
be reimbursed by the Customer. If the Customer is exempt from taxes, Customer shall
supply Liberty Vote a tax exemption certificate or other similar in a form demonstrating
its exempt status upon request.
5.2. Assign a Customer project manager ("Customer Project Manager"), who shall be
responsible 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 performed under this Agreement. The Customer Project Manager shall also have
direct access to the Customer's top management at all times for purposes of problem
resolution.
5.3. Conduct Acceptance testing process as required by Section 9.
5.4. Provide reasonable access and entry into all Customer property required by Liberty Vote
to perform the services described in this Agreement. All such access and entry shall be
provided at Customer's expense.
5.5. Agree to use only commercial printers for all ballot printing and production that are
qualified by Liberty Vote through Liberty Vote's Ballot Printer Qualification Program.
5.6. Prohibited Acts. The Customer shall not, without the prior written permission of Liberty
Vote:
5.6.1. 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.
5.6.2. Reverse engineer, disassemble, decompile, decipher or analyze the Software in
whole or in part;
5.6.3. Alter or modify the Software or copyright notices in any way or prepare any
derivative works of the Software or any parts of the Software.
5.6.4. Alter, remove or obstruct any copyright or proprietary notices from the Software, or
fail to reproduce the same on any lawful copies of the Software;
5.6.5. Provide or transfer any Software or Hardware component to any third party unless
explicitly authorized in writing by Liberty Vote.
6. Title and Risk of Loss.
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6.1. Title to the System. Title to the System, or any portion thereof, excluding Liberty Vote
and Third Party Software, will pass to Customer upon delivery.
6.2. Software. Software, including firmware, is licensed not sold. The original and any copies
of the Liberty Vote Software, or other software provided pursuant to this agreement, in
whole or in part, including any subsequent improvements or updates, shall remain the
property of Liberty Vote, or any third party that owns such software.
6.3. Risk of Loss. Liberty Vote shall bear the responsibility for all risk of physical loss or
damage to each portion of the System until such portion is delivered to Customer.
Customer shall provide Liberty Vote with a single location for shipment and Liberty Vote
shall not be responsible for shipping to more than one location. To retain the benefit of
this clause, Customer shall notify Liberty Vote of any loss or damage within ten business
days of the receipt of any or all portions 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 made by Liberty Vote.
7. Software License and Use.
7.1. License. Upon mutual execution of this Agreement, Liberty Vote grants to the Customer,
and the Customer accepts a non-exclusive, non -transferable, license ("License") to use
the Liberty Vote Software subject to the terms and conditions of this Agreement and the
Software License Terms attached hereto as Exhibit B.
7.2. Third Party Software. The System includes Third Party Software, the use of which is
subject to the terms and conditions imposed by the owners of such Third Party Software.
Customer consents to the terms and conditions of the third party license Agreements by
Customer's first use of the System.
8. Warranties. Liberty Vote Software Warranty. The Liberty Vote Software warranty is subject
to the terms of Exhibit B - Software License and Hardware Warranty Terms.
8.1. Liberty Vote Hardware Warranty Terms. The Liberty Vote Hardware Warranty is subject
to the terms of Exhibit B - Software License and Hardware Warranty Terms.
8.2. Third Party Products. The warranties in this Sections 8 do not apply to any third party
products. However, to the extent permitted by the manufacturers of third party products,
Liberty Vote shall pass through to Customer all warranties such manufacturers make to
Liberty Vote regarding the operation of third party products.
9. Acceptance.
9.1. Liberty Vote Software or Liberty Vote Hardware Testing. After delivery of Liberty Vote
Software or Hardware, the Customer will conduct Acceptance testing of such units, in
accordance with the Acceptance criteria developed and mutually agreed to by the Parties.
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Acceptance testing shall occur no later than ten business days after delivery.
9.2. System Acceptance Testing. To the extent not tested as part of the testing pursuant to
Subsections 9.1, upon completing the installation of the System, the Customer will
conduct system acceptance testing, according to the Acceptance test procedures
developed and updated, from time to time, by Liberty Vote. Such Acceptance testing
shall occur at a time mutually agreed upon by the Parties, but no later than ten business
days after installation of the System.
9.3. Acceptance/Rejection. After testing, if the Liberty Vote Software or Hardware does not
conform to user documentation or the Acceptance testing criteria, Customer will notify
Liberty Vote in writing within five (5) business days. Liberty Vote will, at its own
expense, repair or replace the rejected Liberty Vote Software or Hardware within thirty
(30) days after receipt of Customer's notice of deficiency. The foregoing procedure will
be repeated until Customer finally accepts or rejects the Liberty Vote Software, or
Hardware in writing in its sole discretion.
10. Force Majeure. Should any circumstances beyond the control of either Party occur that delay
or render impossible the performance of any obligation due under this Agreement, 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 thereby. Such events may include, without
limitation, accidents; war, acts of terrorism; natural disasters; pandemic; labor disputes; acts,
laws, rules or regulations of any government or government agency; or other events beyond
the control of the Parties. Neither Party shall be liable under this Agreement for any loss or
damage to the other Party due to such delay or performance failures. Notwithstanding the
foregoing, both Parties shall use commercially reasonable efforts to minimize the adverse
consequences of such circumstances. This Section shall not operate to excuse any Party from
paying amounts owed pursuant to this Agreement.
11. Indemnification. Liberty Vote, at its sole expense, will indemnify and defend the Customer,
its officers, agents and employees from and against any loss, cost, expense or liability
(including but not limited to attorney's fees and awarded damages) arising out of a claim, suit
or action that the System infringes, violates, or misappropriates a Third Party's patent,
copyright, trademark, trade secret or other intellectual property or proprietary rights.
12. Limitation of Liability. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS
CONTAINED IN THIS AGREEMENT, LIBERTY VOTE'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 CIRCUMSTANCES EXCEED THE
TOTAL DOLLAR AMOUNT OF THE AGREEMENT. NEITHER PARTY SHALL BE
LIABLE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, LOSS
OF USE OR ANY OTHER INDIRECT, INCIDENTAL, PUNITIVE, OR
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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
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13. Confidential Information.
13.1 Each Party shall treat the other Party's Confidential Information as confidential within
their respective organizations and each Party shall be given the ability to defend the
confidentiality of its Confidential Information to the maximum extent allowable under
the law prior to disclosure by the other Party of such Confidential Information. Any
specific information that Liberty Vote claims to be confidential must be clearly marked
or identified as such by Liberty Vote. To the extent consistent with PRL, Customer shall
maintain the confidentiality of all such information marked by Liberty Vote as
confidential.
13.2. Subject to the requirements of the Customer's public record laws ("PRL"), 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 of, an
obligation to any federal, state, or local governmental agency or court with appropriate
jurisdiction, or to any person properly seeking discovery before any such agency or court.
If a request is made to view such Confidential Information, Customer will notify Liberty
Vote of such request and the date the information will be released to the requestor unless
Liberty Vote obtains a court order enjoining such disclosure. If Liberty Vote 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
Liberty Vote's consent and shall not be deemed to be a violation of law or this
Agreement.
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 Liberty Vote may assign
the proceeds of this Agreement to a financial institution without prior consent of the Customer
but with written notice to Customer.
15. Termination. In 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
a 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 serve written notice upon the violating
Party of termination, and seek legal remedies for breach of contract as allowed hereunder. If
the breach identified 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 period and thereafter proceeds with reasonable good faith diligence to cure the
breach as soon as practicable.
16. Legality and Severability. This Agreement and the Parties' actions under this Agreement shall
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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 held to be illegal or unenforceable, the remainder of this Agreement shall not be affected
thereby and each term or provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law. The Parties agree that any court reviewing this Agreement 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, 10, 11, 12, 13, 16, 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 WI, and the
courts of competent jurisdiction located in WI 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. Third -Party Beneficiary. No person shall be a third -party beneficiary pursuant to this
Agreement. No obligation of Liberty Vote or Customer may be enforced against Liberty Vote
or Customer, as applicable, by any person not a party to this Agreement.
21. Independent Contractor. Liberty Vote and its agents and employees are independent
contractors performing professional services for the Customer and are not employees of the
Customer. Liberty Vote and its agents and employees shall not accrue leave, retirement,
insurance, bonding, use of Customer vehicles, or any other benefits afforded to employees of
the Customer as a result of this Agreement. Liberty Vote acknowledges that all sums received
hereunder are personally reportable by it for income tax purposes as self-employment or
business income and are reportable for self-employment tax.
22. Entire Agreement. This Agreement and its Exhibits incorporated herein by reference
constitute the entire agreement, understanding and representations between Liberty Vote 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 Liberty Vote, and
incorporated as an Addendum hereto.
23. 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, e-mail, addressed to the intended recipient
as follows:
If to Liberty Vote:
Liberty Vote USA Inc.
Attn: Contracts Administrator
PO Box 40005
Denver, CO 80204
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E-mail: contracts@libertyvote.com
If to the customer:
City of Oshkosh, WI (Winnebago County):
PO Box 1130
Oshkosh, WI 54903
e-mail: dsalinas@oshkoshwi.gov
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective
Date.
LIBERTY VOTE USA INC.
AUTHORIZED SIGNATURE
PRINTED NAME
TITLE
DATE
CITY OF OSHKOSH, WI (WINNEBAGO COUNTY)
AUTHORIZED SIGNATURE
PRINTED NAME
TITLE
DATE
Liberty Vote Systems Voting System Acquisition
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EXHIBIT A
TO THE VOTING SYSTEM ACQUISITION
BY AND BETWEEN
LIBERTY VOTE USA INC.
AND CITY OF OSHKOSH, WI (WINNEBAGO COUNTY)
PRICING SUMMARY AND DELIVERABLES DESCRIPTION
1. Pricing Summary - Prices of equipment, technical facilities, software, and other related
services for voting, vote counting, and result processing. All pricing in U.S. Dollars.
DESCRIPTION'
QTY
UNIT PRICE
EXTENSION
Central Scanning: Absentee / Vote By Mail Hardware
ImageCast Central Kit - G2140
1
$27,500.00
$27,500.00
Sub -total:
$27,500.00
Support Services and Training
On -Site Services - Non -Election Day (/day)
1
$2,200.00
$2,200.00
Sub -total:
$2,200.00
Purchase Total $29,700.00
1 System components are subject to change dependent upon availability. An equivalent or
superior component model, certified for use by the Customer's state, may be substituted by
Liberty Vote.
ANNUAL FEES
Annual Fees shall commence on January 01, 2026 and be invoiced on anniversaries of such date
through the end of the Agreement Term.
DESCRIPTION'
QTY
UNIT
PRICE
EXTENSION
Term: Jan 1 2026 - Dec 31 2026
Description Quantity
ICE Annual License (pro -rated 5 months Aug 1 2026 -Dec 31 2026) 2
ICE Annual License 17
ICE Annual Warranty 5 months Aug 1 2026 -Dec 31 2026) 2
ICE Annual Warranty 17
Total:
Unit Price
Extended Price
$ 95.00 1 $ 190.00
$ 228.00 1 $ 3,876.00
$ 97.92 I $ 195.84
235.00.... I $ 3,995.00 _ I
$ 8,256.84
Term: Jan 1 2027 - Dec 31 2027
Description
ICE Annual License
ICE Annual License
ICE Annual Warranty_
ICE Annual Warranty
ICC Annual License - G2140
ICC Annual Warranty =G2140
Total:
Liberty Vote Systems
Quantity
2
17
Unit Price I Extended Price
$ 234.84 1 $ 469.68
$ 234.84............_$ --......... 3,992.28
2 $ 242.05 .._... $ .... 484.10 ,
17 _._. $ 242.05 $ 4,114.851
$ 2,575.00 ................ $ 2575.00
1.._......_.._... _._.. - $ 1,545.00........._--$ ..___....._.._...._1,545.00
-.... $._. 13,180.91
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Term: Jan 1 2028 - Dec 31 2028
Descrption
ICE Annual License
ICE Annual License
ICE Annual Warranty
ICE Annual Warranty_
ICC Annual License - G2140
Quantity 1 Unit Price Extended Price
2 1 $ 241.89 $ 483.78
17 ..................j $ 241.89 $ 4,112.13
2 $ 249.31 $ 498.62
17
ICC Annual Warranty - G2140
Total:
249.31
2,652.25
$ ............._...—_.._4 238.27
$ 2,652.25
$ 1,591.35 $ 1,591.35
13,576.40
Term: Jan 1 2029 - Dec 31 2029
Description
ICE Annual License
ICE Annual License
ICE Annual Warranty
ICE Annual Warranty
ICC Annual License - G2140
I ICC Annual Warranty:. G2140
Total:
I Quantity Unit Price I Extended Price
2
$ 249.15 $ ........_.__ ......................._498.30
17 $ 249.15 I $ 4,235.55
2 $ 256.79 I $ 513.58
17 $ 256.79 i $ 4,365.43
1 $ 2,731.82 $ 2,731.82
$ 1,639.09 I $ 1,639.09
$ 13,983.77
Term: Jan 1 2030 - Dec 31 2030
Description
ICE Annual License
ICE Annual License
ICE Annual Warranty _
ICE Annual Warranty
ICC Annual License - G2140
ICC Annual Warranty - G2140
Dotal_
Quantity Unit Price . Extended Price
2 $ 256.62 1 $ 513.24
17 $ 256.62 x $ 4,362.54
2 $ 264.49 I $ 528.98
17
1
$ 264.49 I $ 4,496.33
$ 2,813.77 I $ 2,813.77
$ 1,688.26 $ 1,688.26
$ 14,403.12
Term: Jan 1 2031 - Dec 31 2031
Description
ICE Annual License
ICE Annual License
ICE Annual Warranty
ICE Annual Warranty
ICC Annual License - G2140
ICC Annual Warranty - G2140
Total:
Quantity j Unit Price ' Extended Price
2 $ 264.32 I$ 528.64
17 . $ 264.32 I $ 4,493.44
2 $ 272.42 I $ 544.84
17 $ 272.42 $
$ 2,898.18 $
1 $ 1,738.91
4,631.14
2,898.18
1,738.91
$ 14,835.15
2 To the extent the Agreement is extended beyond December 31, 2031, commencing with the
January 1, 2032 invoicing of Annual Fees, and each year thereafter, Liberty Vote reserves the
right to adjust the Annual Fees within three percent (3%) of the then current fee.
2. Payment Schedule - Liberty Vote shall provide invoices to Customer as described below.
Customer shall pay invoices in a timely manner and no later than thirty (30) calendar days
from receipt of a Liberty Vote invoice. Payments specified in this Exhibit are exclusive of all
excise, sale, use and other taxes imposed by any governmental authority, all of which taxes
(other than income taxes owed by Liberty Vote) shall be reimbursed by Customer.
Payment #
Payment Description
Invoice
Date
Amount
1
Due upon receipt
12/01/2025
$ 29,700.00
2
Annual License and Warranty
01/01/2026
$8,256.84
Liberty Vote Systems
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2026
3
Annual License and Warranty
2027
01/01/2027
$13,180.91
3
Annual License and Warranty
2028
01/01/2028
$13,576.40
4
Annual License and Warranty
2029
01/01/2029
$13,983.77
5
Annual License and Warranty
2030
01/01/2030
$14,403.12
6
Annual License and Warranty
2031
01/01/2031
$14,835.15
3. Product Description
3.1. Product Description
• ImageCastCentral Scanner (ICC). Each ImageCast® Central Scanner
includes the following components:
o Canon G2140 high speed scanner (or equivalent certified scanner)
o ImageCast® Central Software including third party software
o Dell workstation with pre -loaded software
o iButton Security Key
o iButton Programmer and iButton Key Switch used with Democracy
Suite to transfer security and election information to the iButtons for
use with the ICC.
3.2. Ongoing telephone support. Telephone support shall be available for Customers during
the Term of the Agreement at no additional costs.
3.3. Travel and Expenses included. All costs of Liberty Vote transportation, lodging and meal
expenses are included during the Agreement Term.
3.4. Other Services, Consumables or Equipment. Any other services, consumables or
equipment not specifically identified in this Agreement are available for purchase by the
Customer at the then current Liberty Vote list price.
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EXHIBIT B
SOFTWARE LICENSE AND HARDWARE WARRANTY TERMS
1. Definitions.
1.1. "Hardware" means the ImageCast® system defined in the Agreement.
1.2. "Party" or "Parties" refer to Liberty Vote and Customer, individually or collectively.
1.3. "Software" means the Democracy Suite® and ImageCast® software licensed by Liberty
Vote hereunder, in object code form, including related documentation provide to the Customer.
1.4. "Specifications" means descriptions and data regarding the features, functions and
performance of the Software and Hardware, as set forth in user manuals or other applicable
documentation provided by Liberty Vote.
2. License.
2.1. License to Software. Subject to the terms herein and subject to payment by the Customer
of the License fees as described in the Agreement, Liberty Vote grants Customer a non-
exclusive, non-transferrable license to use the Software solely for the Customer's own
internal business purposes and solely in conjunction with the Software and Hardware. This
License shall only be effective during the Term and cannot be transferred or sublicensed.
2.2. Third -Party Products. When applicable, Liberty Vote agrees to sublicense any software
that constitutes or is contained in Third -Party Products, in object code faun only, to
Customer for use during the Tenn. This sublicense is conditioned on Customer'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) Liberty Vote
grants no licenses, expressly or by implication, and (b) Liberty Vote's entering into and
performing the Agreement will not be deemed to license or assign any intellectual property
rights of Liberty Vote to Customer or any third party. Without limiting the foregoing
sentence, Customer agrees not to use the Software as a service bureau for elections outside
the Customer's jurisdiction and agrees not to reverse engineer or otherwise attempt to
derive the source code of any Software. The Customer shall have no power to transfer or
grant sub -licenses for the Software. Any use of the Software not expressly permitted by
the terms of this Agreement is strictly prohibited.
3. Upgrades and Certification. During the Term, Liberty Vote shall provide upgrades to
Customer under the following conditions.
3.1. Upgrades. In the event that Liberty Vote, at its sole discretion, certifies a Software upgrade
under the applicable laws and regulations of the Customer's State, Liberty Vote shall make the
certified Software upgrade available to the Customer at no additional cost.
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3.2. Certification Requirement. Notwithstanding any other terms herein, Liberty Vote shall not
provide, and shall not be obligated to provide any upgrade or other software update that has not
been certified under the applicable provisions of the election laws and regulations of the
Customer's State.
4. Prohibited Acts. The Customer shall not, without the prior written permission of Liberty
Vote:
4.1. 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;
4.2. Reverse engineer, disassemble, decompile, decipher or analyze the Software in whole or
in part;
4.3. Alter or modify the Software or copyright notices in any way or prepare any derivative
works of the Software or any part of parts of the Software;
4.4. Alter, remove or obstruct any copyright or proprietary notices from the Software, or fail to
reproduce the same on any lawful copies of the Software;
4.5. Provide or transfer any Software or System component to any third party unless explicitly
authorized in writing by Liberty Vote. Providing or transferring any Software or Hardware to any
third party shall be considered a breach of the Agreement and Software License.
5. Return of Software. Upon termination or expiration of this Agreement, Customer shall (i)
forthwith return to Liberty Vote all Software in its possession or control, or destroy all such
Software from any electronic media, and certify in writing to Liberty Vote that it has been
destroyed.
6. Warranties. The following warranties shall apply.
6.1. Software Warranty Terms. Liberty Vote warrants that the Software will function
substantially in accordance with the Specification during the Term. The Liberty Vote also warrants
that the Software shall comply with the Customer's State certification requirements and election
laws (collectively the "Requirements") in effect as of the date the Software is certified by the
Customer's State. This provision applies to the initially installed Software as well as any
subsequent upgrades pursuant to Section 3 herein. However, Liberty Vote will not be required to
make modifications to the Software or System as a result of changes in the Requirements. The
foregoing warranty will be void in the event of the Software (i) having been modified by any party
other than Liberty Vote or (ii) having been used by the Customer for purposes other than those for
which the Software was designed by Liberty Vote. If Liberty Vote establishes that the reported
material failure is not covered by the foregoing warranty, the Customer shall be responsible for
the costs of Liberty Vote's investigative work at Liberty Vote's then current rates.
6.1.1. Corrections. If the Customer believes that the Software is not functioning
substantially in accordance with the Specifications or Requirements, the Customer
shall provide Liberty Vote with written notice of the material failure within thirty
(30) days of discovering the material failure, provided that the Customer can
reproduce the material failure to Liberty Vote. Liberty Vote shall correct the
Liberty Vote Systems Voting System Acquisition
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deficiencies, at no additional cost and incorporate such corrections into the next
version certified by the Customer's State.
6.1.2. Third -Party Software. The warranties herein do not apply to any Third -Party
Software. However, to the extent peiiiiitted by the manufacturers of Third -Party
Software, Liberty Vote shall pass through to Customer all warranties from the
manufacturers regarding the operation of such Third -Party Software.
6.3. Hardware Warranty Terms. Liberty Vote warrants that when used with the hardware and
software configuration purchased through or approved by Liberty Vote, each component of
Hardware will be free of defects that would prevent the Hardware from operating in conformity in
all material respects with its Specifications. The Hardware Warranty shall remain in effect until
one year after Hardware acceptance.
6.4. Hardware Warranty Services. If any Hardware component fails to operate in conformity
with its specifications during the warranty period, Liberty Vote shall provide a replacement for the
Hardware component or, at Liberty Vote's sole option, shall repair the Hardware component, so
long as the Hardware is operated with its designated Software and with third party products
approved by Liberty Vote for use with the Hardware. The following conditions apply to the
Hardware warranty:
6.4.1. Customer shall bear the shipping costs to return the malfunctioning Hardware
component to Liberty Vote, and Liberty Vote shall bear the costs for shipping the
repaired or replaced Hardware component to Customer.
6.4.2. The following services are not covered by this Agreement, but may be available
at Liberty Vote's current time and material rates:
6.4.2.1. Replacement of consumable items including but not limited to
batteries, paper rolls, toner, ribbons, seals, smart cards, and removable
memory devices, scanner rollers, disks, etc.;
6.4.2.2. Repair or replacement of Hardware damaged by of accident, disaster,
theft, vandalism, neglect, abuse, or any improper use;
6.4.2.3. Repair or replacement of Hardware modified by any person other than
those authorized in writing by Liberty Vote;
6.4.2.4. Repair or replacement of Hardware from which the serial numbers
have been removed, defaced or changed.
6.4.3 Customer is not authorized to provide or transfer any Hardware or System
component to a third party unless explicitly authorized in writing by Liberty Vote.
Providing or transferring Hardware will void the terms of the Warranty and shall
be considered a breach to the Agreement.
6.5. No Other Warranties. LIBERTY VOTE DISCLAIMS ALL OTHER WARRANTIES,
AND REPRESENTATIONS, 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.
Liberty Vote Systems Voting System Acquisition
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Liberty Vote Systems Voting System Acquisition
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Cily
of
Oshkosh
IN WITNESS WHEREOF, the City of Oshkosh, Wisconsin, has caused this contract to be sealed
with its corporate seal and to be subscribed to by its City Manager and City Clerk and countersigned by
the Comptroller of said City, and CONSULTANT hereunto set its hand and seal the day and year first
above written.
In the Presence of: Name of CONSULTANT Company/Firm
(Seal of CONSULTANT if a Corporation)
(Witness)
By:
5 Signed by: off
BSDB89590E21411...
Scott Leiendecker
CITY OF OSHKOSH
Signed by:
By:
And:
j'elun, Fit/al-v.4
"- 01uttl44UUhBu4e4...
City Manager
Signed by:
V aVi a. S Ail/Las
— E 1 E 107ED295A43E...
(Witness) City Clerk
APPROVED:
Signed by:
u042AbLD844F444...
City Attorney
I hereby certify that the necessary
provisions have been made to pay
the liability which will accrue under
this contract
Signed by:
� L 1'►1 Catn td,
930A 4FBDABD4DC
City omptroller
City Hall, 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130 http://www.ci.oshkosh.wi.us