HomeMy Public PortalAboutAgreement_9/21/2021to 9/21/2022_Hart Intercivic_Election Related Services - ballot counting software_21-011CHART
i Il t e r c i v i c
VERITY
MASTER AGREEMENT
This Master Agreement ("Agreement"), entered into effective as of September 21 2021 ("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 procure certain related
software ("Software") licenses 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 Services 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."
Hart agrees to lease, license or provide to Customer Products and Services according to this Agreement, which includes all
Exhibits. 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 Quote attached hereto as Exhibit A. This Agreement comprises the complete and exclusive agreement for the
lease and license of the Products and the provision of the Services. Customer acknowledges it has read and understands this Agreement
(including all Exhibits) and is entering into this Agreement only on the basis of the terms set forth herein.
Agreed and Accepted:
Customer
Jurisdiction: Temple City
Hart
Name: Temple City Hart InterCivic, Inc.
Address: 9701 Las Tunas Drive 15500 Wells Port Drive
Temple City, CA 91780 Austin, Texas 78728
Attn: Peggy Kuo Attn.: Julie Mathis, CEO
Phone: 626-285-2171 800-223-4278
Facsimile: 800-831-1485
E-mail: pkuo@templecity.us jmathis@hartic.com
Executed By:
Name: Peggy Kuo
Title:
City Clerk
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.
Temple City CA Verity Master Agreement _08202021
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1. ORDERING
Customer may request quotations for Products or Services from time 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 desired
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 shall
identify the address of the shipping destination, if applicable. Customer may only make a request for quotation via facsimile and
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 terms of
such quotations and this Agreement with respect to the applicable 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 Hardware 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 change. 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 as provided in
Exhibit D Section 5.1, for any technical 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 designated 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 and
Hart shall resolve the dispute prior to Customer making payment of the disputed portion.
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.
Temple City CA Verity Master Agreement _08202021 2
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 every
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 with
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, stolen,
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 March 8, 2022 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 Software. For applicable components, voters are also authorized to
interact with the Software, in a manner consistent with user instructions, 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
Temple City CA Verity Master Agreement _08202021 3
Customera 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 transfer 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 information 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 of 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 mutually
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.
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 protect 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 ASSOCIATED 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 permit 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 (other than as permitted by Section 5.1.2), sublicense, time-share, or rent the Software 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 joint
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, copyright notices, and other restrictive and proprietary notices and
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
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.
Temple City CA Verity Master Agreement _08202021 4
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. Customer shall not, under any circumstances, cause or permit the
adaptation, conversion, reverse engineering, disassembly, or de -compilation of any Product(s), or copy, reproduce, modify, sell,
license, or otherwise transfer any rights in any proprietary property 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 Hart 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 sufficient detail to enable Hart staff to reproduce the error and
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
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 request
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,
Temple City CA Verity Master Agreement _08202021 5
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 Hardware, its warranty period is not extended and will terminate upon the
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 has 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. If
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 remedy
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 for defects, errors, or malfunctions covered by this warranty that
have a significant adverse effect upon operation of the Hart Proprietary Software. Because not all errors or defects can or need
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 operational, 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 authorized 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 water
damage, air conditioning failure, humidity control failure, or corrosive atmosphere harmful to electronic circuitry); (f) failure 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 that
is not in good operating condition caused by Customer; (k) acts of Customer, its agents, servants, employees, or any third party;
(I) servicing or support not authorized by Hart; (m) Force Majeure; 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 will 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 manner
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 HAS 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
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
Temple City CA Verity Master Agreement _08202021 6
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 Services days are not used prior to sixty (60) days after the date
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, validly 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 Service 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 store
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.
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.
Temple City CA Verity Master Agreement _08202021 7
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 termination shall not relieve Customer of payment obligations incurred
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 Products,
Services, Documentation and support materials, and the terms and conditions of this Agreement. Notwithstanding the foregoing,
in no event shall any agreements, amendments, proposals, quotes, invoices, financial terms, or any other communication disclosed
pursuant to Customer's contract approval process be defined as Confidential Information.
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 Confidential
Information may be subject to disclosure as prescribed by applicable freedom of information or public records law, including
California Government Code section 6250 et seq.
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 States 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 modify
the Hart Hardware or Hart Proprietary Software to avoid the claim. If neither alternative is available on commercially reasonable
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
Temple City CA Verity Master Agreement _08202021 8
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 LIABILITY 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 OTHERWISE UNDER THIS AGREEMENT, AND (B)
HART DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE AND NONINFRINGEMENT FOR
ALL HARDWARE, SOFTWARE, AND SERVICES. CUSTOMER 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 CUSTOMER 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 AGREEMENT, TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, HART WILL NOT 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, SOFTWARE, 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 AGREEMENT 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 RISE 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 CUSTOMER 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 HEREUNDER. 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). Notwithstanding 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 services,
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.
Temple City CA Verity Master Agreement _08202021 9
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 masculine, 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 CALIFORNIA, 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. Severabilitv. 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 modified 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 any
provision will not affect the validity, legality, or enforceability 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 such
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'h) 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.
Temple City CA Verity Master Agreement _08202021 10
18.10. Trademarks. VerityTM, Hart InterCivicTM 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 which that
party may be entitled,
18.12. Equitable Relief. The parties agree that a material breach of the confidentiality 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.
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.
Temple City CA Verity Master Agreement _08202021 11
Exhibit A
Quote for Initial Order (General Municipal Election, March 8, 2022)
HART
1 11 1 rr 1'
Quote Number
Account Name
Grand Total
Expiration Date
Election Date
Payment Terms
Please fax with signature to or scan and email to kclakeley@hartic.com to order.
00009076
Temple City, CA
$45,428.00
9/28/2021
5/4/2021
Net 30
Rem
Description
Unit Price Quantity Total Price
Verity Central - Rental
Verity Central - Client - Rental
Verity Count - Rental
Verity Workstation, used - Rental
23" Flat Panel Monitor, used
Canon DR -G1130 Central Scanner,
used - Rental
Okidata B432dn Printer - Rental
vDrive
Verity Key
Professional Services
Election Day Support
Bill To
Verity Central software
Verity Central software (client)
Verity Count software
Workstation for Verity software
Monitor for use with Verity Workstation
Central ballot scanner, used
Laser printer w! starter cartridge for report printing
Flash memory card/audio card for use with Verity devices
Electronic security token
Includes up to 4 days of service. Additional days of service must be
purchased separately.
Attn: Peggy Kuo
9701 Las Tunas Drive
Temple City, CA 91780
Customer Contact
Subtotal
Shipping and Handling (Estimated)
Grand Total
Ship To
$12,000.00 1 $12,000.00
$3,000.00 1 $3,000.00
$4,000.00 1 $4,000.00
$1,970.00 3 $5,910.00
3
$6,100.00 1 $6,100.00
$380.00 3 $1,140.00
$66.00 25 $1,650.00
$109.00 2 $218.00
$6,860.00 1 $6,860.00
$4,300.00 1 $4,300.00
Attn: Peggy Kuo
9701 Las Tunas Dr
Temple City, CA 91780
Contact Name Peggy Kuo Email pkuo@templeclty.us
Phone (626) 285-2171
Terms and Conditions
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.
Return shipping and handling is estimated above; customer is responsible for actual shipping and handling fees.
Customer must notify Hart at least 60 days prior to the election to cancel this order.
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
Prepared By
Signature
Karen Clakeley
Confidential - Not for Redistribution
Title Director, Strategic Accounts
$45,178.00
$250.00
$45,428.00
Temple City CA Verity Master Agreement _08202021 12
Exhibit A (Continued)
Quote for Initial Order (General Municipal Election, March 8, 2022)
HART
i n r rrrcl v1c•
Customer Approval
Name:
Customer Approval: Peggy Kuo
Quote Number 00009076
Account Name Temple City, CA
Grand Total $45,428.00
Title: City Clerk
Date: 9/21/2021
Temple City CA Verity Master Agreement _08202021 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 hartsupoort(a�hartic.com
Hart Switchboard 1 -800 -223 -HART (4278)
Hours of Operation 7AM-6PM Central Time, M -F
After Hours Leave voicemail with contact information for return call
(The rest of this page has been intentionally left blank.)
Temple City CA Verity Master Agreement _08202021 14
Exhibit C
Hart Proprietary Software and Sublicensed Software
Hart Proprietary Software licensed to Customer via annual subscription may include, without limitation, the following. Actual Hart
Proprietary Software licensed is indicated in the applicable Quote(s) associated with this Agreement:
SOFTWARE NAME
VERSION NUMBER
Verity Central
Verity Count
3.1
3.1
Sublicensed Software sublicensed to Customer via annual subscription:
None
(The rest of this page has been intentionally left blank.)
Temple City CA Verity Master Agreement _08202021 15
Exhibit D
Statement of Work — Hart Services
This Statement of Work is agreed to by and between Hart and the Customer.
1. Background
The City will be holding a General Municipal Election on March 8, 2022. After a review of certified voting systems in California,
the City has made the decision they will use Harts' Verity Voting System. This will be a onetime rental for this March election.
Should the election require a runoff, the equipment shall remain on the City's premises and the City shall pay for a) professional
services and b) ballot layout and programming arising out of the runoff and c) discounted equipment rental contingent upon
the equipment being on the customers premises, in each case subject to and in accordance with a subsequent amendment
executed by the parties in accordance with Section 1 and Section 2.3 of the Agreement. .
The primary contact for this project will be the City Clerk's Office. In addition to other duties, The City Clerk is responsible for
conducting elections.
2. Scope
2.1. Inclusions
This Statement of Work covers only the items contained in Exhibit A and other deliverables as described directly in this
Statement of Work.
3. Key Project Deliverables
Hart will deliver the one-time rental of software and hardware necessary for a High -Speed Central Scanning election and
Professional Services to support the City with this election.
3.1. Deliverable Overview
Hart will provide the following services:
• Provide Ballot Production services
• Provide Professional Services onsite and offsite as agreed (up to 4 days are included with this rental. Additional days
may be purchased separately)
3.2. Deliverable Detail
• Hart's Service Bureau will receive data and input from the City and produce ballot proof(s) for review and approval by
the City. Service Bureau pricing includes ballot layout, audio for Touch Writer, proofs, programming and up to 1,000
printed ballots.
• Once ballot layout is approved by the City, Hart will provide a file from our Verity Data/Build software that the City will
provide to their ballot printer for printing ballots.
• Hart Professional Services:
• Includes a total of four (4) days of service. Non -Election Day service/support/training.
• Includes onsite support by one Hart Professional Services individual for Election Day.
• Additional days may be added for an additional daily fee. (See Pricing)
• Tasks will include training, service and support related to the election, assistance with Central scanning and
adjudication, assistance with Election Night results and reporting. Other items as agreed to by both parties.
• At the conclusion of the election, Hart shall provide City with an archived copy of the election setup, all ballot
images, and results reporting.
3.3. Client Requirements
Client will be required to:
• Provide full details for the preparation of the election
• Provide all contests, candidates, contest details to be included on the ballot
• Provide precinct, district, splits and other details to support the identification of ballot styles.
Temple City CA Verity Master Agreement_08202021 16
3.4. Exclusions
Excluded are any software, hardware, support, or documentation except as described directly in this Statement of Work.
Specifically excluded are any hardware, including PCs and monitors required to run the software, any printers used for printing
reports, the PC OS and environment, and any other hardware or software except as specifically provided herein.
4. Management Approach
4.1. Deliverable Acceptance Management
Hart will provide a copy of the Deliverable to the Client for review and acceptance. The Client will have ten (10) business days
to evaluate the Deliverable to ensure that it substantially conforms with the Specifications. If the Client rejects the Deliverable
during such period, Client must provide Hart with a written description of all non -conformities to be corrected in sufficient detail
to enable Hart to replicate the non -conformities (a "Rejection Notice"). Hart will use commercially reasonable efforts to correct
the identified non -conformities within ten (10) business days of receipt of a Rejection Notice. Upon correction of the non -
conformities, Hart will provide the revised Deliverable for Client review and acceptance. The Client will have five (5) business
days to evaluate the revised Deliverable. This process will be repeated until all identified and documented deficiencies have
been corrected, If Hart does not receive a Rejection Notice by the end of the initial 10 -day acceptance period, or, if applicable,
by the end of any subsequent submission's 5 -day acceptance period, the Deliverable will be deemed accepted by the Client.
4.2. Deliverable Change Management
Either party may propose changes in the Services or Deliverables provided by this Statement of Work (SOW). A "change" is
any revision or adjustment to the SOW that may or may not impact project schedule or budget. There are two types of
changes that the project will track:
• Design changes — change to scope, deliverables (including those already approved), activities/tasks, staffing, etc.,
resulting in an adjustment to the project budget, schedule or effort.
• Informational changes — changes that do not result in a change in schedule, effort and cost, for example a change in
project ownership.
In either case, the requesting party will provide the other party with a written proposal describing the proposed changes,
estimated charges, time schedules and other anticipated effects (the "Change Proposal"). Each Change Proposal shall
reference the SOW and the Agreement between Hart and Client. The parties will use their best efforts to respond to
requests for changes to a SOW as promptly as is appropriate under the circumstances. This procedure is intended to
provide flexibility for changing the SOW as frequently as is required to develop a quality product. No change to a SOW shall
be binding on either party until both parties execute it via subsequent amendment. Upon execution, the Change Proposal
and the SOW shall be incorporated into the amendment.
4.3. Issues & Problem Management
Client Issues will be handled through the Hart Customer Support center.
5. Professional Services Pricing
5.1. Additional Professional Services
Additional services rendered by Hart at the request of Client (e.g., to expand the scope or functionality of the Deliverable beyond
the product described in the requirement documents) will be billed to Client at the following standard daily rates.
Standard Daily Rates
Work Type (Examples)
Std. Daily Rate
Documentation (Remote)
$1,200
Project management and software quality assurance activities
$2,000
Technical analysis, design and programming
$2,500
Senior Consulting — strategy, concepts, usability, architecture, etc.
$2,500
Temple City CA Verity Master Agreement _08202021
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6. Project Communications
6.1. Project Liaisons
Hart Liaison: Name: Drew Maffei
Address: 15500 Wells Port Drive
Austin, Texas 78728
Tel: 509-599-9880
FAX: 800-437-3532
email: dmaffei@hartic.com
Client Liaison: Name: Peggy Kuo
Address: 9701 Las Tunas Drive
Temple City, CA 91780
Tel: 626-285-2171
FAX:
email: pkup@templecity.us
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Exhibit E
Ballot Layout & Programming
Not included in Exhibit A
Must be purchased separately
Service Bureau
# of Races
Price
1-5
6.10
11-20
21-40
41-75
76-100
$1,900.00
$3795.00
$4950.00
$6270.00
$7920.00
$9405.00
Service Bureau pricing includes ballot layout, audio, proofs, programming and up
to 1,000 printed ballots.
Rush Charges MayApply
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