HomeMy WebLinkAboutC10-259 Hart Intercivic Addendum mHART
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ADDENDUM TO THE
WARRANTY, SUPPORT, AND LICENSE AGREEMENT
This Addendum to the Warranty, Support and License Agreement ("Addendum") is made as of
, 2010 ( "Addendum Effective Date ") by and between Hart InterCivic, Inc., a Texas corporation ( "Hart"), and
Eagle county ( "Client "), a governmental subdivision of the State of Colorado
WHEREAS, Hart and Client entered into a Warranty, Support, and License Agreement on or about
May 2nd , 20 06 (the "Agreement "); and
WHEREAS, Hart and Client desire to amend the Agreement as set forth herein.
NOW THEREFORE, in consideration of the mutual covenants contained herein, Hart and Client hereby agree to amend
certain of the provisions of the Agreement as follows:
1) Definitions. The following terms shall have the following respective definitions. Capitalized terms not
defined in this Addendum shall have the meaning set forth in the Agreement for such term.
a) "Base Year" means 2o10 ($21, 866)
b) "Initial Term Commitment Period" means 5 years.
c) "Revised Termination Date" means May 1st, 2015
d) "Second Term Commitment Period" means three (3) years.
e) "Anniversary Date" means the annual date payment is due.
2) Initial Term Commitment. The term of the Agreement shall be extended by the Initial Term Commitment
Period such that it now ends on the Revised Termination Date. The Annual Fee for each year of the Initial Term
Commitment Period shall be equal to the Annual Fee for the Base Year.
3) Second Term Commitment. After the Initial Term Commitment Period, Client may elect to renew for a period
equal to the Second Term Commitment Period by sending written notice to Hart. For the Second Term Commitment
Period, Hart may increase the Annual Fee one time at the beginning of such period by a maximum of four percent (4 %) of
the Annual Fee for the Base Year, and such adjusted fee shall apply for the remainder of the Second Term Commitment
Period.
4) Post - Commitment. After the Initial Term Commitment Period and, if elected by the Client pursuant to Section
3 above, the Second Term Commitment Period, the Agreement may be renewed for subsequent one (1) year renewal terms
at Client's discretion pursuant to the renewal provisions set forth in the Agreement. For each such one (1) year period,
the Annual Fee may be increased in Hart's discretion subject to any maximum increase limits set forth in the Agreement.
5) Applicability and Additional Equipment. This Addendum and the services provided pursuant thereto apply
only to the Hart Voting System version 6.x. Notwithstanding the rest of this Addendum, to the extent that Client purchases
additional equipment or software during the Revised Term or thereafter, Client's Annual Fee will be increased accordingly
pursuant to the Agreement and as mutually agreed upon by and between Client and Hart.
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6) Termination. In the event that the Agreement is terminated prior to the end of the Revised Term either by
Client for any reason other than as a result of Hart's default as defined in the Warranty, Support and License Agreement or
as a result of Client non - appropriation of funds or by Hart as a result of Client's breach, Client shall pay to Hart a termination
fee equal to the Annual Fee determined in accordance with Section 1 above, multiplied by the number of years remaining in
the Revised Term for which the Annual Fee has not yet been paid. In addition, Client shall not be entitled to any refund or
credit for Annual Fee payments made prior to such termination. In the event that public funds are not appropriated for the
performance of Client's obligations under this contract, then this contract shall automatically expire on the next anniversary
date without penalty to Client. Client must provide thirty (30) days written notice to Hart prior to the anniversary date of the
non - appropriation of public funds. It is expressly agreed that Client shall not activate this non - appropriation provision for its
convenience, substitution for another voting system, voting solution, or election - related services or to circumvent the
requirements of this contract in any way, but only as an emergency fiscal measure during a substantial fiscal crisis which
affects generally its governmental operations. Upon contract expiration or termination Client shall immediately cease all use
of Hart equipment, Hart software or any other component or part of the Hart Voting System.
7) Representations. Each party hereto represents and warrants that (i) it has obtained all necessary approvals,
consents and authorizations to enter into this Addendum and to perform and carry out its obligations hereunder, (ii) the
persons executing this Addendum on its behalf have express authority to do so, and, in so doing, to bind the party thereto;
and (iii) the execution, delivery, and performance of this Addendum does not violate any provision of any bylaw, charter,
regulation, or any other governing authority of the party.
8) General. This Addendum supersedes the relevant provisions of the Agreement and any prior amendments
thereto. All unaffected provisions of the Agreement are and shall remain valid and binding in accordance with the terms of
the Agreement. This Addendum is governed by the laws of the State of Texas without regard to principles of conflict of
laws. This Addendum may be executed in multiple counterparts. Facsimile signatures shall be valid and binding. Client is
responsible for payment of any taxes related to the license and support fees referenced in this addendum.
IN WITNESS WHEREOF, the parties have entered into this Addendum to the Agreement as of the Addendum Effective
Date.
Agreed and Accepted:
Client Hart
Name: Hart InterCivic, Inc.
Address: 15500 Wells Port Drive
Austin, Texas 78728
Attn.: Phillip W. Braithwaite
Primary Phone: 800- 223 -4278
Facsimile: 800 -831 -1485
E -mail: pbraithwaite @hartic.com
Executed By: �R/ib 7CSIS/L—_
Name: Phillip W. Braithwaite
Title: Senior Vice President & General Manager
This Addendum is not effective until executed by both parties.
2
Eagle County, CO
" I Renewal Date 1 5/2/2010 IFor estimation purposes only.
Taxes are not included in these calculations.
Enter Annual Increase kOLO ,
Business As Usual Five Year Commitment
2010 21) )6 ii ° ( 2010 1 L ' 4t866:4#
V7
2011 $ 22,740.64 2011 $ 21,866.00
CD 2012 $ 23,650.27 2012 $ 21,866.00
0 2013 $ 24,596.28 2013 $ 21,866.00
"'t 2014 $ 25,580.13 2014 $ 21,866.00
n 2015 $ 26,603.33 2015 $ 21,866.00
0 Total $ 123,170.64 Total $ 109,330.00
3 5 Year Savings ' ,
2016 $ 27,667.47 2016 $ 22,740.64
3 2017 $ 28,774.16 2017 $ 22,740.64
CD 2018 $ 29,925.13 2018 $ 22,740.64
Z Total $ 86,366.76 Total $ 68,221.92
e" Ih
3 Year Savings) $ , ,; 18;44.84A
Total Savings
Business As Usual Three Year Commitment
(A) 2010 ( $ 21,866.00 1 1 2010 1 $ 21,866.00
"D 2011 $ 22,740.64 2011 $ 21,866.00
CD 0) 2012 $ 23,650.27 2012 $ 21,866.00
"'t 2013 $ 24,596.28 2013 $ 21,866.00
n Total $ 70,987.18 Total $ 65,598.00
O
3 3 Year Savings $ 5,3$9 to
3 2014 $ 25,580.13 2014 $ 22,740.64
} 2015 $ 26,603.33 2015 $ 22,740.64
3 2016 $ 27,667.47 2016 $ 22,740.64
CD Total $ 79,850.93 Total $ 68,221.92
■F 3 Year Savings[$ ; l .,62 #
Total Savings .o eL
I
