Verity Master Agreement _05222017b_Rental 1
VERITY
MASTER AGREEMENT
This Master Agreement (“Agreement ”), entered into effective as of __________________, 2025 (“the Effective Date”) by and between Hart InterCivic, Inc., a Texas corporation (“ Hart”) and the Customer set forth below (” Customer”, “Client”, or “City”), sets forth the terms and conditions pursuant to which Customer may lease from Hart certain hardware (“Hardware”) and license certain related software (“Software ”) l icenses and support services (“Software Support Services ”), warranty services (“ Warranty Services”), and/or project management, operational training, election event support, and/or other services (“Professional Services”), from time to time. Hardware and Software may be referred to as “ Products ” and Warranty Services, Software Support Ser vices and/or Professional Services may be referred to as “ Services.” Products may be “ Hart Hardware ,” and “Hart Proprietary Software,” (i.e. “Hart Products ”) or “Third Party Hardware” and “Sublicensed Software” (i.e. “Third Party Products ”).
The foregoing may be referred to together as the “ Verity system.” H
art agrees to lease, li cense or provide to Customer Products and Services according to this Agreement, which includes all Exhib
its. Customer agrees to all terms and conditions of this Agreement. Rent and other material terms of Customer’s initial commitment are as set forth in the Q uote attached hereto as Exhibit A. This Agreement comprises the complete and exclusive a gr eement for the lease and license of the Products and the provision of the Services. Customer acknowledges it has read and understands this Agree ment (including all Exhibits) and is entering into this Agreement only on the basis of the terms set forth herein.
Agreed and Accepted:
Customer Hart
Jurisdiction: _______________________
Name: _______________________ Hart InterCivic, Inc.
Address: _______________________ 15500 Wells Port Drive _______________________ Austin, Texas 78728
_______________________ Attn.: Julie Mathis, CEO
Phone: _______________________ 800-223-4278
Facsimile: _______________________ 800-831-1485
E-mail: _______________________ [email protected]
Executed By:_______________________ __________________________ Name: ___________________________ Julie Mathis
Title: ___________________________ President & CEO
This Agreement is not effective until executed by both parties. Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement.
Lancaster, CA
Lancaster City Clerk
44933 Fern Ave.
Lancaster, CA 93534
(661)723-6000
(661) 723-5847
[email protected]
ATTACHMENT A
Verity Master Agreement _05222017b_Rental 2
1. ORDERING
Customer may request quotations for Products or Services from ti me to time. The existence of this Agreement does not obligate Customer to request a quotation or lease, license or procure any Products or Services from Hart. Any Customer request for quotation must include the following information: (i) description of requested Product or Services; (ii) unit quantity and/or de sired term; (iii) Hart’s part number and/or vendor part number, if applicable; (iv) current unit price as provided by Hart, if applicable; (v) correct shipping address, if applicable; and (vi) any other order information required by Hart. Each request for quotation sha ll identify the address of the shipping destination, if applicable. Customer may only make a request for quotation via facsimile a nd other Hart approved electronic ordering methods, including email. All Hart issued quotations are valid for only thirty (30) days unless specifically stated on the quotation. If the quotation is signed by Customer within thirty (30) days, Hart will provide notice of its acceptance via countersignature within fifteen (15) days of the date on which it receives Customer’s signature on the Hart quotation. Failure to provide such written acceptance shall be deemed Hart’s rejection of the order. Hart reserves the right to accept or reject any order initiated by Customer in Hart’s sole discretion. Only signed quotations will obligate the parties to the te rms of such quotations and this Agreement with respect to the applic able Products and/or Services. Each accepted quotation shall be subject to the terms and conditions of this Agreement and shall be attached hereto as Exhibit A (each, a “Quote”).
2. RENT AND PRICING
2.1. Products. Rent for Products shall be specified by Hart in the relevant quotation and is subject to change without notice; however, prices in Quotes signed by both parties are not subject to chan ge. All prices are exclusive of shipping and packing costs and insurance which shall be borne by Customer. Each Hardware lease is a net lease.
2.2. Other Services. Pricing for Professional Services shall be set forth in the applicable Quote, or if not specified, at Hart’s then- current hourly rates.
2.3. Additional Charges. Additional charges may apply to Services e.g., travel, communication and other expenses, including but not limited to a potential runoff election. There will be an additional charge at Hart’s current technician’s daily rate for any t echnical work required as a result of other than Hart-recommended equipment purchased by the Customer for use with the Products.
2.4. Taxes. All prices are exclusive of applicable taxes which will be calculated by Hart upon shipment of the corresponding Products.
All taxes shall be payable by Customer, unless Customer presents Hart with a proper certificate of exemption from such tax. If Customer challenges the applicability of any such tax, Customer shall pay the tax and may thereafter seek a refund. In the event Hart is required to pay any tax at time of sale or thereafter, Customer shall reimburse Hart therefore.
3. PAYMENT
3.1. Products. Except as otherwise provided in the applicable Quote, amounts due for Products shall be billed upon shipment and shall be paid in full within sixty (60) days after delivery.
3.2. Other Services. Amounts due for Professional Services shall be billed upon the earlier to occur of: (i) shipment of any portion of the associated Hardware and/or Software, and (ii) commencement of such Professional Services. All amounts due for Professional Services shall be paid within sixty (60) days of receipt of invoice.
3.3. Payment Mechanics. Customer will pay all amounts due under this Agreement in U.S. Dollars. All payments are to be made to Hart at its principal office in Austin, Texas, as set forth on the signature page or to such other location as may be designate d by Hart in a notice to Customer. Customer shall notify Hart in writing of any change to Customer’s name, address, or billing information.
3.4. Late Payment . If Customer fails to timely pay rent, all Software licenses and Software Support Services will automatically terminate.
3.5. Billing Disputes. If any dispute exists between the parties concerning the amount due or due date of any payment, Customer shall promptly pay the undisputed portion. Such payment will not constitute a waiver by Customer or Hart of any of their respective legal rights and remedies against each other. Customer has no right of set-off.
4. HARDWARE SPECIFIC TERMS
4.1. Delivery. Hart will provide estimated shipment dates upon acceptance of Customer’s signed quotation. Shipment dates on Quotes are approximate only and Hart will not be subject to liability for late or delayed shipment. In the event Customer is unable to receive delivery of the Hardware following shipment on a mutually agreed upon shipment date, Hart, at its sole option and convenience, may deliver such Products to storage at any suitable location including Hart’s facilities. All costs incurred by Hart for the transportation, storage, and insurance of such Hardware shall be borne by Customer.
Verity Master Agreement _05222017b_Rental 3
4.2. Hardware Acceptance. Customer shall examine all Hardware upon receipt thereof. Within ten (10) business days of such receipt, Customer shall notify Hart in writing of any manner in which Customer claims that the Hardware fails to conform to their applicable specifications. If no written notification is received by Hart within such period, the Hardware delivered hereunder shall be deemed accepted by Customer (“Hardware Acceptance”). Hardware will be deemed conforming if it meets Hart’s published specification for such Product and any specifications identified on the applicable Quote. Upon Customer’s Hardware Acceptance, any defects in material or workmanship shall be addressed pursuant to the warranty in Section 9 below.
4.3. Transportation and Risk of Loss. Hardware is shipped Ex Works (Incoterms 2010) from Hart’s designated shipping point. Hart reserves the right to select the method and routing of transportation and the right to make delivery in installments unless otherwise specified in the applicable Quote but in no event will the carrier be deemed the agent of Hart. Upon Hart’s delivery of the Hardware, Customer shall bear the entire risk of loss, damage, theft, or destruction of the Hardware or any part thereof from any and ever y cause whatsoever, which shall occur prior to Hart’s receipt thereof following Customer’s return of the same in accordance with Section 4.7, and no such loss, damage, theft or destruction shall relieve Customer of its obligation to pay rent or to comply wi th any other obligation under this Agreement. Notwithstanding the foregoing, in the event any damage, theft, or destruction of the Hardware is caused by Hart or parties within its control, Customer shall have no liability whatsoever.
4.4. Title and Ownership. All Hardware is and shall remain the property of Hart and Customer’s interest therein is only that set forth in this Agreement. Customer further agrees that it will not pledge, loan, mortgage, or attempt in any other manner to dispose of the Hardware or to suffer any liens, encumbrances, or legal process to be incurred or levied on the Hardware. The Hardware is and shall at all times be and remain personal property and shall not become a fixture or realty. Hart may affix tags, decals or plates to the Hardware indicating Hart's ownership and Customer shall not permit their removal or concealment. Customer shall keep the Hardware in good condition and working order, ordinary wear and tear excepted. In the event of malfunction, defect or damage to the Hardware that is not covered by the Hart Hardware Limited Warranty (defined in Section 9.2), Customer shall notify Hart and request that Hart repair the same, returning it to its previous condition, at Customer expense. If the Hardware is lost, s tolen, destroyed or irreparably damaged, Customer shall notify Hart and shall pay to Hart the fair market value of such Hardware immediately prior to such event, as determined by Hart is its reasonable discretion. However, Customer shall have no liability for any Hardware that is lost, stolen, destroyed or irreparably damaged due to Hart’s actions.
4.5. Inspection. Hart or its agents shall have free access to the Hardware at all reasonable times for the purpose of inspection and for any other purpose contemplated in this Agreement.
4.6. Return. Customer shall return the Hardware to Hart within 60 days after the election date in the same condition as when delivered to Customer, ordinary wear and tear excepted. However, in the event there is a runoff election and the parties execute a subsequent amendment addressing the same, Customer shall return the Hardware to Hart within 60 days after the runoff date subject to the same condition (ordinary wear and tear excepted). Customer shall be responsible for the de-installation, packing (in its original packaging) and return of the Hardware and any associated costs. Hart shall have no obligation or liability in respect of any information or data contained in the Hardware.
4.7. Changes and Cancellation. Hart may not change or cancel a Quote after it has accepted Customer’s signed submission thereof.
Customer may not change or cancel an order after submission to Hart of a signed quotation. Any changes or cancellations following such times will be at the non-cancelling party’s sole discretion and upon terms dictated by the non-cancelling party. In the event that Customer requests a rescheduling of any Hardware delivery and such request is accepted by Hart, Customer agrees to pay Hart’s standard reschedule charge, provided, however, that rescheduling was not due to unforeseen circumstances outside the Customer’s reasonable control.
5. SOFTWARE SPECIFIC TERMS
5.1. License.
5.1.1. Software That is Part of The Verity System. With respect to Software comprising part of the Verity system, subject to the terms and conditions of this Agreement, Hart grants to Customer (i) a personal, nonexclusive, nontransferable, and limited license to use the Hart Proprietary Software (which includes “Firmware,” meaning the Hart Proprietary Software embedded in any Verity system device that allows execution of the software functions) and (ii) a personal, nonexclusive, nontransferable, and limited sublicense to use the Sublicensed Software, if applicable, in each case, during the Lease Term and solely to conduct election activity for the Customer’s _______________________ election (the “Election”) in accordance with the applicable Software’s intended use and Documentation. With this right to use, Hart will provide Customer, and Customer will be permitted to use, only the run-time executable code and associated support files of the Software for Customer’s internal data processing requirements as part of the Verity system. The Software may be used only at the Licensed Location specified as the jurisdiction on the signature page of this Agreement and only on the Hardware or other computer systems authorized by Hart in writing. Customer’s use of the Software will be limited to the number of licenses specified in the applicable Quote. Only Customer and its authorized employees, agents or contractors may use or access the Softwar e. For applicable components, voters are also authorized to interact with the Software, in a manner consistent with user in structions, for the sole purpose of producing a Cast Vote Record during the course of an election.
5.1.2. Software Utilities. With respect to Software provided with but not comprising party the Verity system itself, e.g. data converters, localization programs, and other utilities (“ Utilities”), subject to the terms and conditions of this Agreement, Hart grants to Verity Master Agreement _05222017b_Rental 4
Customer a personal, nonexclusive, nontransferable (other than as contemplated below), and limited license to use such Utilities during the Lease Term and solely to conduct election activity for the Election in accordance with their respective intended use and Documentation. With this right to use, Hart will provide Customer, and Customer will be permitted to use, only the run-time executable code and associated support files of such Utilities. Customer and its authorized employees, agents or contractors may use or access such Utilities. In addition, Customer may tr ansfer the Utilities to third party contractors engaged to assist Customer with the preparation and administration of Customer’s Election (“Third Party Service Providers”) for the sole purpose of such Third Party Service Provider’s use for the benefit of Customer. Customer shall ensure that any Third Party Service Provider shall, as a condition to receiving and/or using the Utilities, agree to Hart’s then-current end user license agreement provided with the Utilities.
5.1.3. Embedded Third Party Software . To the extent Hart Proprietary Software contains embedded third party software (e.g. open source software), third party licenses may apply. More info rmation concerning embedded third party software can be found in the application’s “Help->About” and is available upon written request. Such embedded third party software is distinguished from “Sublicensed Software” which is stand-alone software not part of Hart Proprietary Software that may be included under this Agreement. See Exhibit C for a non-exclusive listing of Hart Proprietary Software and Sublicensed Software.
5.2. Records and Audit. If Customer accesses the software, Customer shall keep clear, complete and accurate books of account and records with respect to the usage of Software licensed hereunder, including without limitation with respect to access thereto (including by any Third Party Service Providers to any Utilities). Licensee shall retain such books and records for a period o f five (5) years from the date of cessation of any such usage, notwithstanding any expiration or termination of this Agreement. Customer agrees that during the term of this Agreement and such period, Hart, the licensors of any Sublicensed Software, and their representatives may periodically inspect, conduct, and/or direct an independent accounting firm to conduct an audit, at mutuall y agreed-upon times during normal business hours, of the computer site, computer systems, and appropriate records of Customer to verify Customer’s compliance with the terms of the licenses and sublicenses granted to Customer If any such examination discloses unauthorized usage, then Customer, in addition to paying such payment then due and without limiting Hart’s remedies, shall pay the reasonable fees for the audit.
5.3. Restrictions
.
5.3.1. The Hart Hardware and Hart Proprietary Software are designed to be used only with each other and/or the agreed-upon Sublicensed Software (if any) and Third Party Hardware. To protec t the integrity and security of the Verity system, Customer shall comply with the following practices and shall not deviate from them without the express written consent of Hart: (i) Customer shall use the Software and Hardware only in connection with the Verity system, and Customer may only use Hart branded or approved peripherals and Consumables (defined below) with the Verity system; (ii) Customer shall not install or use other software on or with the Hardware or Software or network the Hardware or Software with any other hardware, software, equipment, or computer systems; and (iii) Customer shall not modify the Hardware or Software. If Customer uses the Software and Hardware in combination with other software and equipment (other software or equipment being those not provided by Hart or its designees), and the combination infringes Hart proprietary patent claims outside the scope of the software license granted to Customer under Section 5.1, Hart reserves its rights to enforce its patents with respect to those claims. Furthermore, using a Verity system with unauthorized paper may result in inaccurate election tabulations and results. HART DISCLAIMS AND
CUSTOMER RELEASES HART FROM ANY LIABILITY ASSO CIATED WITH THE USE OF UNAUTHORIZED PAPER, INCLUDING ANY CLAIM, LIABILITY OR RECOURSE ASSOCIATED WITH INACCURATE VOTE TABULATIONS.
5.3.2. Customer shall not, under any circumstances, cause or permi t the adaptation, conversion, reverse engineering, disassembly, or de-compilation of any Software. Customer shall not use any Software for application development, modification, or customization purposes, except through Hart.
5.3.3. Customer shall not assign, transfer (o ther than as permitted by Section 5.1.2), sublicense, time-share, or rent the Softwa re or use it for facility management or as a service bureau serving others outside of the jurisdiction. This restriction does not preclude or restrict Customer from contracting for election services for other local governments located within Customer’s jurisdictional boundaries. Customer shall not modify, copy, or duplicate the Software. All use of Software and Hardware on which the Software resides shall take place and be for activities within Customer’s jurisdictional boundaries, except for in cases of joi nt elections conducted cooperatively with neighboring jurisdictions. All copies of the Software, in whole or in part, must contain all of Hart’s or the third-party licensor’s titles, trademarks, co pyright notices, and other restrictive and proprietary notices an d legends (including government-restricted rights) as they appear on the copies of the Software provided to Customer. Customer shall notify Hart of the following: (i) the location of all Software and all copies thereof and (ii) any circumstances known to Customer regarding any unauthorized possession or use of the Software.
5.3.4. If Customer does not comply with any provisions of this Section 5.3, then (i) the limited warranties under Section 9 are voided and the licenses and sublicenses granted under Section 5.1 will automatically terminate; and (ii) Hart may terminate its obligation to provide Software Support Services under Section 8.
6. DOCUMENTATION
Verity Master Agreement _05222017b_Rental 5
Hart will provide Customer with one (1) electronic copy of the standard user-level documentation and operator’s manuals and where applicable, environmental specifications (collectively, the “ Documentation”) for the Product installed at the Customer’s location before the Election, following installation.
7. PROPRIETARY RIGHTS
7.1. Reservation of Rights. Customer acknowledges and agrees that the Verity system, including the Products and Services, and any and all related patents, copyrights, trademarks, service marks, trade names, documents, logos, software, microcode, firmware, information, ideas, concepts, know-how, data processing techniques, documentation, diagrams, schematics, equipment architecture, improvements, code, updates, trade secrets and material are the property of Hart and its licensors. Customer agrees that the lease of the Hardware, license of the Software and provision of Services does not, other than as expressly set forth herein, grant to or vest in Customer any right, title, or interest in such proprietary property. All patents, trademarks, copyrights, trade secrets, and other intellectual property rights, whether now owned or acquired by Hart with respect to the Products and Services, are the sole and absolute property of Hart and its licensors. Cu stomer shall not, under any circumstances, cause or permit the adaptation, conversion, reverse engineering, disassembly, or de-co mpilation of any Product(s), or copy, reproduce, modify, sell , license, or otherwise transfer any rights in any proprietary pr operty of Hart. Further Customer shall not remove any trademark, copyright, or other proprietary or restrictive notices contained on any Hart Documentation, and all copies will contain such notices as are on the original electronic media. All ideas, concepts, know-how, data processing techniques, documentation, diagrams, schematics, firmware, equipment architecture, software, improvements, code, updates, and trade secrets developed by Hart personnel (alone or jointly with others, including Customer) in connection with Confidential Information, including the Verity system, will, as between the parties, be the exclusive property of Hart.
7.2. Customer Suggestions and Recommendations. Customer may propose, suggest, or recommend changes to the Products and Services at any time. Such proposals, suggestions, or recommendations will become Hart’s property and are hereby assigned to Hart. Hart may include any such proposals, suggestions, or recommendations, solely at Hart’s option, in subsequent periodic Product and Services updates, without restriction or obligation. Hart is under no obligation to change, alter, or otherwise revise the Products or Services according to Customer’s proposals, suggestions, or recommendations.
7.3. License Back. If Customer possesses or comes to possess a licensable or sub-licensable interest in any issued patent with claims that read upon the Verity system, its method of operation, or any component thereof, Customer hereby grants and promises to grant a perpetual, irrevocable, royalty-free, paid-up license, with right to sublicense, of such interest to Hart permitting Ha rt to make, have made, use, and sell materials or services within the scope of the patent claims.
7.4. No Implied Licenses. There are no implied licenses under this Agreement, and any rights of a party that are not expressly granted to the other party hereunder are reserved. In furtherance of the foregoing and not in limitation, Verity Duo thermal paper is based on a patent-pending design, and the mere purchase of a Verity system does not constitute an express or implied license to make or have such paper made.
8. SOFTWARE SUPPORT SERVICES
8.1. Description of Software Support Services. Subject to the terms and conditions of this Agreement, Hart will provide Customer the Software Support Services described below. Software Support Services under this Section do not cover any of the exclusions from warranty and support coverage as described under Section 9. A quote for Professional Services may be provided by Hart in those situations where Customer requests Software support services in addition to the services described under this Section
8.1.1. Software Support Services. Software Support Services will consist of assisting the Customer in the use of Software for purposes of Election administration, including functions related to pre-Election and post-Election testing and general operation of the Verity system. Assistance is available via phone and email through the Hart Customer Support Center. See Exhibit B for Hart Customer Support contact information and hours.
Software Support Services may consist of periodic updates to Hart Proprietary Software, at Hart’s discretion. Because not all errors or defects can or need to be corrected, Hart does not warrant that all errors or defects will be corrected. Software errors or defects must be reported in writing and be accompanied with su fficient detail to enable Hart staff to reproduce the error an d provide a remedy or suitable corrective action. The exclusions from warranty coverage under Section 9 also are exclusions from Software Support Services under this Section. There may be consumable, shipping and on-site service charges for update releases of Software and there may be feature charges for update or enhancement releases of Software.
9. WARRANTY AND EXTENDED WARRRANTY
9.1. Certification. Where applicable, Verity system components that require certification will meet the certification requirements in place on the Effective Date.
9.2. Hart Hardware Limited Warranty. Hart warrants that during the warranty period, the Hart Hardware leased by Customer will be free from defects in materials and workmanship and will substantially conform to the performance specifications stated in the Verity Operator’s Manuals for such Hart Hardware provided to Customer by Hart. The warranty period for Hart Hardware (other than Consumables) is begins ten (10) days after the shipping date and continues for the duration of the Lease Term. Hart Consumables Verity Master Agreement _05222017b_Rental 6
are warranted only to be free from manufacturing defects for a period of ninety (90) days, beginning ten (10) days after the shipping date. Hart will, at Hart’s sole discretion, replace or repair any Hart Hardware that does not comply with this warranty. To req uest Warranty Service, Customer must contact Hart in writing within the warranty period. Hart may elect to conduct any repairs at Customer’s site, Hart’s facility, or any other location specified by Hart. Upon request, Customer shall ship, at Customer’s expense, the non-conforming Hart Hardware to the location specified by Hart. Any replacement Hart Hardware provided to Customer under this warranty may be new or reconditioned. Hart may use new and reconditioned parts in performing warranty repairs and building replacement products. If Hart repairs or replaces Hart Hardwa re, its warranty period is not extended and will terminate upon t he end of the warranty period of the replaced or repaired Hart Hardware. Hart owns all replaced Hart Hardware and all parts removed from repaired products. Customer acknowledges and agrees that this warranty is contingent upon and subject to Customer’s proper use of the Verity system and the exclusions from warranty coverage and Software Support Services set forth in Section
9.5. This warranty does not cover any Hart Hardware that ha s had the original identification marks and/or numbers removed or altered in any manner. This warranty does not include any type of routine maintenance service or preventative maintenance service. The limited warranty provided in this Section 9.2 shall be referred to herein as the “ Hart Hardware Limited Warranty”.
The remedies set forth in this Section are the full extent of Customer’s remedies and Hart’s obligations regarding this warranty.I f the Verity system is required to be reconfigured, modified, or otherwise changed after the Effective Date due to the Customer’s or a local, state, or federal government certification change(s) or due to any statutory changes or new requirements, upon Customer’s written request, Hart will determine the feasibility and cost of the required changes and advise the Customer of the same. Upon written approval to move forward with the changes and receipt from the Customer of the stated fees, Hart will complete the required changes to the Customer’s Verity system. THIS LIMITED WARRANTY DOES NOT APPLY TO ANY THIRD PARTY HARDWARE.
9.3. Hart Proprietary Software Limited Warranty. Hart warrants that beginning ten (10) days after the shipping of the Hart Proprietary Software and for the duration of the Lease Term, the Hart Proprietary Software will perform substantially according to the functional specifications described in the Verity Operators’ Manuals for such Hart Proprietary Software provided to Customer by Hart. To request Warranty Service, Customer must contact Hart in writing within the warranty period. Failure to conform to the warranty must be reported in writing and be accompanied with sufficient detail to enable Hart to reproduce the error and provide a remed y or suitable corrective action (a solution that will allow the Software to function appropriately). Hart will make commercially reasonable efforts to remedy or provide a suitable workaround fo r defects, errors, or malfunctions covered by this warranty tha t have a significant adverse effect upon operation of the Hart Proprie tary Software. Because not all errors or defects can or ne ed to be corrected, Hart does not warrant that all errors or defects will be corrected. Customer acknowledges and agrees that this warranty is contingent upon and subject to Customer’s proper use of the Verity system and the exclusions from warranty coverage and Software Support Services set forth in Section 9.5. The remedies set forth in this Section 9.3 are the full extent of Customer’s remedies and Hart’s obligations regarding this warranty. THIS LIMITED WARRANTY DOES NOT APPLY TO ANY SUBLICENSED SOFTWARE.
9.4. Professional Services Warranty . Hart represents and warrants that any Professional Services shall be performed in a professional and workmanlike manner.
9.5. Exclusions from Warranty and Software Support Services. The warranties under this Section and Software Support Services under Section 8 do not cover defects, errors, or malfunctions that are caused by any external causes, including, but not limited to, any of the following: (a) Customer’s failure to follow operatio nal, support, or storage instructions as set forth in applicable documentation; (b) the use of incompatible media, supplies, parts, or components; (c) modification or alteration of the Verity system, or its components, by Customer or third parties not authoriz ed by Hart; (d) use of equipment or software not supplied or authorized by Hart; (e) external factors (including, without limitation, power failure, surges or electrical damage, fire or wa ter damage, air conditioning failure, humidity control failure, or corrosive atmosphere harmful to electronic circuitry); (f) failu re to maintain proper site specifications and environmental conditions; (g) negligence, accidents, abuse, neglect, misuse, or tampering by Customer; (h) improper or abnormal use or use under abnormal conditions by Customer; (i) use in a manner not authorized by this Agreement or use inconsistent with Hart’s specifications and instructions by Customer; (j) use of Software on equipment tha t is not in good operating condition caused by Customer; (k) acts of Customer, its agents, servants, employees, or any third party ; (l) servicing or support not authorized by Hart; (m) Force Majeur e; or (n) Consumables, unless expressly set forth in Section 9.2.
In any case where Hart Proprietary Software interfaces with third party software, including but not limited to, the Customer’s voter registration system, non-Hart election management system, early voting validation system, non-Hart election systems, absentee envelope management systems, or other like systems, Hart wi ll not be responsible for proper operation of any Software that interfaces with the third party software should such third party software be updated, replaced, modified, or altered in any way. Hart will also not be responsible for the proper operation of any Software running on Customer’s computer equipment, should Customer install a new computer operating system on said equipment without advising Hart of such changes and receiving Hart’s written approval. Hart will not be responsible for the proper operation of any Software should it be configured or operated in any mann er contrary to that described herein. A quote for Professional Services may be provided by Hart in those situations where the Customer requests Hart’s review and approval of any system changes or repair or replacement or support services as a result of exclusions from warranty coverage and Software Support Services.
9.6. Third Party Hardware and Sublicensed Software Excluded. HART MAKES NO REPRESENTATIONS OR WARRANTIES AS
TO THIRD PARTY HARDWARE AND SUBLICENSED SOFTWARE, IF ANY, PROVIDED BY HART TO CUSTOMER, ALL OF WHICH IS SOLD, LEASED, LICENSED, OR SUBLICENSED TO CUSTOMER “AS IS,” OTHER THAN AS MAY BE PROVIDED IN ANY PASS-THROUGH WARRANTY DESCRIBED BELOW. HART H AS NO RESPONSIBILITY OR LIABILITY FOR THIRD PARTY HARDWARE AND SUBLICENSED SOFTWARE, IF ANY, PROVIDED BY HART’S DISTRIBUTORS OR OTHER THIRD PARTIES TO CUSTOMER. If Hart sells, leases, licenses, or sublicenses any Third Party Hardware or Sublicensed Software to Customer, Hart will pass through to Customer, on a nonexclusive basis and without recourse to Hart, any third-party manufacturer’s Verity Master Agreement _05222017b_Rental 7
warranties covering the Hardware or Software, but only to the extent, if any, permitted by the third-party manufacturer or third-party licensor. Customer agrees to look solely to the warranties and remedies, if any, provided by the manufacturer or third-party licensor. For a list of Third Party Hardware, see the applicable Quote. For a list of Sublicensed Software, see Exhibit C or the applicable Quote. The disclaimers in this Section 9.6 are not intended to apply to embedded third party software integrated within the Hart Proprietary Software, contemplated by Section 5.1.
9.7. Limited Remedies. HART’S SOLE RESPONSIBILITY FOR MALFUNCTIONS AND DEFECTS IN PRODUCTS AND SERVICES IS LIMITED TO REPAIR AND REPLACEMENT AS SET FORTH IN, AND TO THE EXTENT SET FORTH IN, THIS SECTION 9.
10. PROFESSIONAL SERVICES
10.1. Professional Services. Subject to the terms and conditions of this Agreement, Hart will provide Customer (i) operational training and on-site support at the Election, and (ii) the Professional Services described in each Quote. Professional Services days cannot be exchanged for rent or fees for other Services. If Professional Se rvices days are not used prior to sixty (60) days after the da te of the Election, Hart’s Professional Services obligations shall expire and unused days will be billed to the Customer without recovery of amounts paid in advance for Professional Services.
11. REPRESENTATIONS AND WARRANTIES
11.1. Due Organization. Each party represents that it is duly organized, vali dly existing, and in good standing in the jurisdiction of its organization, and that it has the requisite power and authority to execute and deliver this Agreement and to carry out the transactions contemplated by this Agreement.
11.2. Conflicting Agreements. Each party represents and warrants that it has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude it from complying with the provisions hereof.
12. CUSTOMER RESPONSIBILITIES
12.1. Independent Determination . Customer acknowledges it has independently determined that the Products leased under this Agreement meet its requirements.
12.2. Cooperation. Customer agrees to cooperate with Hart and promptly perform Customer’s responsibilities hereunder. Customer will (a) provide adequate working and storage space for use by Hart personnel near the applicable Hardware; (b) provide Hart full access to the Hardware and Software and sufficient computer time, subject to Customer’s security rules; (c) follow Hart’s procedures for placing Warranty Service or Software Support Servic e requests and determining if Warranty Service is required; (d) follow Hart’s instructions for obtaining Software Support Service and Warranty Services; (e) provide a memory dump and additional data in machine-readable form if requested; (f) reproduce suspected errors or malfunctions in Software; (g) provide timely access to key Customer personnel and timely respond to Hart’s questions; and (h) otherwise cooperate with Hart in its performance under this Agreement.
12.3. Site Preparation. Customer shall prepare and maintain the installation site in accordance with instructions provided by Hart.
Customer is responsible for environmental requirements, electrical interconnections, and modifications to facilities for proper installation, in accordance with Hart’s specifications. Any delays in preparation of the installation site will correspondingly extend Hart’s delivery and installation deadlines.
12.4. Site Maintenance; Proper Storage. Customer shall maintain the appropriate operating environment, in accordance with Hart’s specifications, for the Products and all communications equipment, telephone lines, electric lines, cabling, modems, air conditioning, and all other equipment and utilities necessary for the Products to operate properly. Customer shall properly sto re the Products when not in use.
12.5. Use. Customer is exclusively responsible for supervising, managing, and controlling its use of the Products, including, but not limited to, establishing operating procedures and audit controls, supervising its employees, making timely data backups, inputting data, ensuring the accuracy and security of data input and data output, monitoring the accuracy of information obtained, and managing the use of information and data obtained. Customer will ensure that its personnel are, at all times, educated and trained in the proper use and operation of the Products and that the Hardware and Software are used in accordance with applicable manuals, instructions, and specifications. Customer shall comply with all applicable laws, rules, and regulations with respect to its use of the Products.
12.6. Backups. Customer is solely responsible for timely data backups, and Customer will maintain backup data necessary to replace critical Customer data in the event of loss or damage to data from any cause. Hart is not liable for data loss.
13. TERM AND TERMINATION
13.1. Term.
Verity Master Agreement _05222017b_Rental 8
13.1.1. Of Agreement. Unless earlier terminated as set forth herein, the term of this Agreement commences on the Effective Date and continues through the end of the Lease Term.
13.1.2. Of Hardware Lease . Unless earlier terminated as set forth herein, the term of the lease for Hardware ordered hereunder commences on the date of shipment of the initial Hardware and continues through the date that is sixty (60) days following the Election (the “Lease Term”).
13.1.3. Of Hart Hardware Limited Warranty. Unless earlier terminated as set forth herein, the warranty period for new Hart Hardware begins ten (10) days after the shipping date and continues for the duration of the Lease Term.
13.2. Termination. This Agreement shall automatically terminate or expire as set forth herein and may be terminated by either party if the other party is in material breach of the terms of this Agreement and fails to cure such breach within thirty (30) days after written notice of such breach has been given. Additionally, Customer may terminate this Agreement without cause, on no less than thirty (30) days prior written notice to Hart, provided that such term ination shall not relieve Customer of payment obligations incurr ed prior to the date of such termination.
13.3. Effect of Expiration and Termination. Upon any expiration or termination of this Agreement, all rights and obligations hereunder shall be of no further force or effect, provided that Sections 3, 4, 5.2-5.3, 7, 9.5-9.7, 12, 13.3 and 14-18 shall survive.
14. CONFIDENTIALITY
14.1. Definition. “Confidential Information” means any information related to Hart’s business or the Verity system, including but not limited to technical data, trade secrets, know-how, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information. Confidential Information includes, without limitation, all Pro ducts, Services, Software, Documentation and support materials, and the terms and conditions of this Agreement.
14.2. Non-Use and Non-Disclosure. Customer will keep in confidence and protect Confidential Information (electronic or hard copy) from disclosure to third parties and restrict its use to uses expressly permitted under this Agreement. Customer shall take all reasonable steps to ensure that the trade secrets and proprietary data contained in the Hardware and Software and the other Confidential Information are not disclosed, copied, duplicated, misappropriated, or used in any manner not expressly permitted by the terms of this Agreement. Customer shall keep the Software and all tapes, diskettes, CDs, and other physical embodiments of them, and all copies thereof, at a secure location and limit access to those employees who must have access to enable Customer to use the Software. Customer acknowledges that unauthorized disclosure of Confidential Information may cause substantial economic loss to Hart or its suppliers and licensors. Notwithstanding any other provision herein to the contrary, Hart acknowledges Confiden tial Information may be subject to disclosure as prescribed by applicable freedom of information or public records law.
14.3. Return of Confidential Information . Upon termination or expiration of this Agreement or, if earlier, upon termination of Customer’s permitted access to or possession of Confidential Information, Customer shall return to Hart all copies of the Confidential Information in Customer’s possession (including Confidential Information incorporated in software or writings, electronic and hard copies). Upon termination of Customer’s license or sublicense of Software, Customer shall immediately discontinue all use of the Software and return to Hart or destroy at Hart’s option, the Software, including Firmware, and all related Documentation (electronic and hard copy) and all archival, backup, and other copies of Software, Firmware and Documentation, and provide certification to Hart of such return or destruction. Return or destruction may include hard drives and/or component flash drive devices.
14.4. Customer Employees, Agents and Contractors. Customer will inform its employees and other agents and contractors of their obligations under this Section 14 and shall be fully responsible for any breach thereof by such personnel.
15. INDEMNIFICATION
15.1. Indemnity. Hart, at its own expense, will defend Customer against any claim that the Hart Hardware or Hart Proprietary Software infringes an issued United States patent, registered United Stat es copyright, or misappropriates trade secrets protected under United States law, and shall indemnify Customer against and pay any costs, damages and reasonable attorneys' fees attributable to such claim that are finally awarded against Customer, provided Customer (a) gives Hart prompt written notice of such claims; (b) permits Hart to control the defense and settlement of the claims; and (c) provides all reasonable assistance to Hart in defending or settling the claims.
15.2. Remedies. As to Hart Hardware or Hart Proprietary Software that is subject to a claim of infringement or misappropriation, Hart may (a) obtain the right of continued use of the Hart Hardware or Hart Proprietary Software for Customer or (b) replace or modif y the Hart Hardware or Hart Proprietary Software to avoid the claim. If neither alternative is available on commercially reasonab le terms, then, at the request of Hart, any applicable Software license and its charges will end, Customer will cease using the applicable Hart Hardware and Hart Proprietary Software, Customer will return to Hart all applicable Hart Hardware and return or destroy all copies of the applicable Hart Proprietary Software, and Customer will certify in writing to Hart that such return or destruction has been completed. Upon return or Hart’s receipt of certification of destruction, Hart will give Customer a credit for the Verity Master Agreement _05222017b_Rental 9
price paid to Hart for the returned or destroyed Hart Hardware and Hart Proprietary Software, less a reasonable offset for use and obsolescence.
15.3. Exclusions. Hart will not defend or indemnify Customer if any claim of infringement or misappropriation (a) is asserted by an affiliate of Customer; (b) results from Customer’s design or alteration of any Hardware or Software; (c) results from use of any Hart Hardware or Hart Proprietary Software in combination with any non-Hart product, except to the extent, if any, that such use in combination is restricted to the Verity system designed by Hart; (d) relates to Sublicensed Software or Third Party Hardware alone; or (e) arises from Customer-specified customization work undertaken by Hart or its designees in response to changes in Hart Proprietary Software or Sublicensed Software that are made in response to Customer specifications.
15.4. EXCLUSIVE REMEDIES . THIS SECTION 15 STATES THE ENTIRE LIABI LITY OF HART AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES FOR INFRINGEMENT AND TRADE SECRET MISAPPROPRIATION.
16. DISCLAIMERS AND LIMITATIONS OF LIABILITY
16.1. Disclaimer of Warranty. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES APPLICABLE TO THE PRODUCT(S) AND/OR SERVICES SET FORTH IN SECTION 9, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (A) THERE ARE NO
WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWI SE UNDER THIS AGREEMENT, AND (B)
HART DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIE S, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE AND NONINFRINGEMENT FOR ALL HARDWARE, SOFTWARE, AND SERVICES. CUSTOM ER IS SOLELY RESPONSIBLE FOR ASSURING AND MAINTAINING THE BACKUP OF ALL CUSTOMER DATA. UNDER NO CIRCUMSTANCES WILL HART BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR THE LOSS OF OR DAMAGE TO CUSTOMER DATA. THE EXPRESS LIMITED
WARRANTIES REFERENCED ABOVE EXTEND SOLELY TO CUSTO MER AND DO NOT INCLUDE ANY TYPE OF ROUTINE MAINTENANCE SERVICE OR PREVENTATIVE MAINTENANCE SERVICE. SOME STATES (OR JURISDICTIONS) DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY.
16.2. Limitations of Liability
. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AG REEMENT, TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, HART WILL NO T BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT,
INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) OR FOR LOST DATA SUSTAINED
OR INCURRED IN CONNECTION WITH THE HARDWARE, SOFT WARE, SERVICES, OR THIS AGREEMENT, EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. IN ADDITION, HART’S TOTAL LIABILITY TO CUSTOMER FOR DAMAGES ARISING
OUT OF OR RELATING TO THE HARDWARE, SOFTWARE , SERVICES, AND THIS AG REEMENT WILL IN NO EVENT
EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO HART UNDER THIS AGREEMENT UNDER THE QUOTE FOR THE HARDWARE, SOFTWARE OR SERVICE GIVING RI SE TO THE APPLICABLE CLAIM. HART IS NOT LIABLE FOR DAMAGES CAUSED IN ANY PART BY CUSTOMER’S NEGLIGENCE OR INTENTIONAL ACTS OR, EXCEPT AS EXPRESSLY SET FORTH HEREIN, FOR ANY CLAIM AGAINST CUSTO MER OR ANYONE ELSE BY ANY THIRD PARTY. SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, SO THE ABOVE EXCLUSIONS AND/OR LIMITATIONS MAY NOT APPLY TO CUSTOMER. THE PARTIES AGREE THAT THE LIABILITY AND WARRANTY
LIMITATIONS SET FORTH IN THIS AGREEMENT ARE A REASONABLE ALLOCATION OF RISK AND LIABILITY CONSIDERING THE RESPECTIVE BENEFITS OBTAINED HE REUNDER. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.
16.3. Third Party Products, Services and Referrals . Hart may direct Customer to, or Customer might independently locate, third parties having products or services that may be of interest to Customer for use in conjunction with the Products or Services (including Third Party Service Providers, defined above). Notwit hstanding any Hart recommendation, referral, or introduction, Customer will independently investigate and test such products and services and will have sole responsibility for determining suitability of the same. Hart has no liability with respect to claims relating to or arising from use of such products and serv ices, including, without limitation, claims arising from failure of such products to provide proper time and date functionality, and/or results flowing from Third Party Service Providers’ utilization of the Utilities.
17. DISPUTE RESOLUTION
17.1. Disputes and Demands. The parties will attempt to resolve any claim or controversy related to or arising out of this Agreement, whether in contract or in tort (“Dispute”), on a confidential basis according to the following process, which either party may start by delivering to the other party a written notice describing the dispute and the amount involved (“Demand”).
17.2. Negotiation and Mediation. After receipt of a Demand, authorized representatives of the parties will meet at a mutually agreed- upon time and place to try to resolve the Dispute by negotiation. If the Dispute remains unresolved after this meeting, either party may start mandatory nonbinding mediation under the commercial mediation rules of the American Arbitration Association (“AAA”) or such other mediation process as is mutually acceptable to the parties.
17.3. Injunctive Relief. Notwithstanding the other provisions of this Section 17, if either party seeks injunctive relief, such relief may be sought in a court of competent jurisdiction without complying with the negotiation and mediation provisions of this Section.
Verity Master Agreement _05222017b_Rental 10
17.4. Time Limit. Neither mediation under this section nor any legal action, regardless of its form, related to or arising out of this Agreement may be brought more than two (2) years after the cause of action first accrued.
18. GENERAL PROVISIONS
18.1. Entire Agreement. This Agreement and the Exhibits hereto are the entire agreement between the parties with respect to the subject matter contemplated herein, and supersede all prior negotiations and agreements with respect thereto. Hart makes no representations or warranties with respect to this Agreement or its Products or Services that are not included herein. The use of preprinted Customer forms, such as a request for quote (RFQ), request for proposal (RFP), purchase orders or acknowledgments, in connection with this Agreement is for convenience only and no terms, provision or conditions thereof will have any effect on the rights, duties or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure by Hart to object to such terms, provisions or conditions. If any conflict exists between the terms and conditions of this Agreement and those set forth in an Exhibit, the terms and conditions of this Agreement will govern, except to the extent otherwise explicitly stated in such Exhibit by precise reference to the specific term or condition in the Agreement that the Exhibit is to control and prevail over. This Agreement may not be amended or waived except in writing signed mutually by an officer of the party to be bound thereby.
18.2. Interpretation. This Agreement will be construed according to its fair meaning and not for or against either party. Headings are for reference purposes only and are not to be used in construing the Agreement. All words and phrases in this Agreement are to be construed to include the singular or plural number and the masc uline, feminine, or neuter gender as the context requires. The words “include” and “including” (whether or not followed by “but not limited to” or “without limitation”) shall not be construed as terms of limitation, but shall mean “including, but not limited to,”unless the context clearly indicates otherwise.
18.3. GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD
TO ITS CONFLICT OF LAW PROVISIONS, UNLESS CUSTOMER IS A GOVERNMENTAL SUBDIVISION OF ANOTHER STATE, IN WHICH CASE THE LAWS OF THE STATE IN WHICH CUSTOMER IS A GOVERNMENTAL SUBDIVISION WILL CONTROL.
18.4. Severability. Whenever possible, each provision of this Agreement will be interpreted to be effective and valid under applicable law; but if any provision is found to be invalid, illegal, or unenforceable, then such provision or portion thereof will be mod ified to the extent necessary to render it legal, valid, and enforceable and have the intent and economic effect as close as possible to the invalid, illegal, or unenforceable provision. If it is not possible to modify the provision to render it legal, valid, and enforceable, then the provision will be severed from the rest of the Agreement and ignored. The invalidity, illegality, or unenforceability of a ny provision will not affect the validity, legality, or enforceabili ty of any other provision of this Agreement, which will remain valid and binding.
18.5. Force Majeure. “Force Majeure” means a delay encountered by a party in the performance of its obligations under this Agreement that is caused by an event beyond the reasonable control of the party, but does not include any delays in the payment of monies due by either party. Without limiting the generality of the foregoing, “Force Majeure” will include, but is not restricted to, the following types of events: acts of God or public enemy; acts of governmental or regulatory authorities (other than, with respect to Customer’s performance, the Customer and its governing entities); fires, floods, epidemics, or serious accidents; unusually severe weather conditions; failure of third parties to timely provide software, hardware, materials, or labor contemplated herein including by reason of strikes or lockouts, or other labor disputes. If any event constituting Force Majeure occurs, the affected party shall notify the other party in writing, disclosing the estimated length of the delay and the cause of the delay. If a Force Majeure or other su ch event occurs, the affected party will not be deemed to have violated its obligations under this Agreement, and time for performance of any obligations of that party will be extended by a period of time necessary to overcome the effects of the Force Majeure.
18.6. Compliance with Laws . Customer and Hart shall comply with all federal, state, and local laws in the performance of this Agreement, including those governing use of the Products. Products provided under this Agreement may be subject to U.S. and other government export control regulations. Customer shall not export or re-export any Products.
18.7. Assignment. Hart may assign this Agreement or its interests herein any including the right to receive payments, without Customer’s consent. Customer will be notified in writing if Hart makes an assignment of this Agreement. Customer shall not assign this Agreement or any licenses granted hereunder without the express written consent of Hart, such consent not to be unreasonably withheld.
18.8. Independent Contractors. The parties to the Agreement are independent contractors and the Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent. Hart’s employees, agents, and subcontractors will not be entitled to any privileges or benefits of Customer employment. Customer’s employees, agents, and contractors will not be entitled to any privileges or benefits of Hart employment.
18.9. Notices. Any notice required or permitted to be given under this Agreement by one party to the other must be in writing and shall be given and deemed to have been given immediately if delivered in person to the address set forth on the signature page for the party to whom the notice is given, or on the fifth (5 th) business day following mailing if placed in the United States Mail, postage prepaid, by registered or certified mail with return receipt requested, addressed to the party at the party’s address set forth on the signature page. Each party may change its address for notice by giving written notice of the change to the other party.
Verity Master Agreement _05222017b_Rental 11
18.10. Trademarks. Verity™, Hart InterCivic™ and such Product names indicated as trademarked names of Hart are trademarks of Hart.
18.11. Attorneys’ Fees. In any court action at law or equity which is brought by one of the parties to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, in addition to any other relief to whic h that party may be entitled.
18.12. Equitable Relief. The parties agree that a material breach of the confident iality provisions of this Agreement or restrictions set forth herein would cause irreparable injury to Hart for which monetary damages alone would not be an adequate remedy, and therefore Hart shall be entitled to equitable relief for any Intellectual Property breach in addition to any other remedies it may have hereunder or at law, without the requirement of posting bond or proving actual damages.
18.13. Government Use. The use, duplication, reproduction, release, modification, disclosure, or transfer of the Products, no matter how received by the United States Government, is restricted in accordance with the terms and conditions contained herein. All other use is prohibited. Further, the Products were developed at Hart’s private expense and are commercial in nature. By using or receiving the Products, the Government user agrees to the terms and conditions contained in this Agreement including the terms and conditions contained in this paragraph.
18.14. Cumulative Remedies. All remedies provided for in this Agreement will be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity or otherwise.
18.15. Insurance. During the Lease Term, Customer shall, at its own expense, insure the Hardware against all risks in an amount equal to the replacement cost of the Hardware. All such insurance shall name Hart, its successors and assigns as additional insureds.
Customer agrees to supply to Hart, upon its request, evidence of insurance as required herein.
18.16. Counterparts. This Agreement may be executed in multiple counterparts, any one of which will be considered an original, but all of which will constitute one and the same instrument. The parties agree that signatures transmitted and received via electronic means shall be treated as original signatures and shall be deemed valid, binding and enforceable by and against the parties.
Verity Master Agreement _05222017b_Rental 12
Exhibit A
Signed Quote for Initial Order
$95,836.32Grand Total
Lancaster, CAAccount Name
00015623Quote Number
Rented equipment must be returned to Hart within 60 days after the election or late fees will apply. All equipment, including cables and accessories, must be returned in the original packaging or additional fees will apply.
Customer must notify Hart at least 60 days prior to the election to cancel this order.
Please fax with signature to or scan and email to
to [email protected]
Instructions
Net 30Payment Terms
3/3/2026Election Date
11/14/2025Expiration Date
(661) 723-6000Phone
[email protected] AlexanderContact Name 44933 Fern Ave.
Lancaster, CA 93534
Ship To44933 Fern Ave.
Lancaster, CA 93534
Bill To
$95,836.32Grand Total
$9,691.32Tax
$86,145.00Solution Price
$3,900.00Shipping and Handling (Estimated)
$82,245.00Subtotal
Item Description Unit Price Quantity Total Price
Verity Central - Rental Verity Central software $17,000.00 1 $17,000.00 Verity Central - Client - Rental Verity Central software (client) $4,000.00 2 $8,000.00 Verity Count - Rental Verity Count software $4,500.00 1 $4,500.00 Verity Workstation, used - Rental Workstation for Verity software $3,170.00 4 $12,680.00 23" Flat Panel Monitor, used -
Rental Monitor for use with Verity Workstation 4
Verity Workstation Security Kit -
Purchase Plate and lock to secure hard drives in Verity workstation $250.00 4 $1,000.00 Hard Drive, 2 TB - Purchase Hard drive for Verity Workstation reimaging $225.00 4 $900.00 Canon DR-G1100 Central Scanner
- Purchase
Central ballot scanner w/ 1-year warranty (preventative maintenance sold separately) $7,500.00 3 $22,500.00
Okidata B432dn Printer, used -
Rental Laser printer for report printing, used $127.00 4 $508.00 vDrive - Purchase Proprietary flash memory device for use with voting system $66.00 25 $1,650.00 Verity Key - Purchase Electronic security token $109.00 3 $327.00 Ballot Programming Services Includes ballot layout, audio, proofs, and programming (1-5 races) $1,900.00 1 $1,900.00 Professional Services Includes up to 4 days of service. Additional days of service must be purchased separately. $6,920.00 1 $6,920.00
Election Day Support $4,360.00 1 $4,360.00Customer Contact General Information
Terms and Conditions
$95,836.32Grand Total
Lancaster, CAAccount Name
00015623Quote Number
Title: ________________________________________________ Date: ________________________________________________
Name: ______________________________________________
Customer Approval: ____________________________________ Director of SalesTitle
Signature
Ken TretheweyPrepared By
Please note: Shipping & Handling charges listed are estimates only. Due to global supply chain and delivery issues, actual shipping & handling charges may be significantly higher. Pricing subject to inventory availability at time of quote execution and acceptance.
Taxes will be calculated in conjunction with the Customer based on the final approved price list.
Hart Approval
Customer Approval
Verity Master Agreement _05222017b_Rental 13
Exhibit B
Hart Customer Support Contact Information and Hours
The following contact information is to be used by Customer for submitting Software Support Services requests to Hart:
Customer Support Center 1-866-275-4278 (1-866-ASK-HART) Customer Support Center Fax 1-512-252-6925 or 1-800-831-1485 E-mail Address [email protected]
Hart Switchboard
Hours of Operation
After Hours
1-800-223-HART (4278)
7AM-6PM Central Time, M-F
Leave voicemail with contact information for return call (The rest of this page has been intentionally left blank.) Verity Master Agreement _05222017b_Rental 14
Exhibit C
Hart Proprietary Software and Sublicensed Software
Hart Proprietary Software licensed to Customer may include, without limitation, the following. Actual Hart Proprietary Software licensed is indicated in the applicable Quote(s) associated with this Agreement:
SOFTWARE/FIRMWARE NAME VERSION NUMBER
Sublicensed Software sublicensed to Customer via annual subscription:
None
(The rest of this page has been intentionally left blank.) Verity Central 3.2.1
Verity Count 3.2.1