11208J0HNGALTBLVD OMAHA, NE68137-2364 (402)593-0101  Sales Order Agreement  ELECTION SYSTIMSAEUFTANE  B.0.#: 3596 1stE Election Date: November5.2 2024 EstimatedI Delivery! Date:, September 2024 Phone! Number: 860-868-7168 FaxNumber: N/A  Customer Contact," Title: Rosemary Adame-E Elections Administrator Customer Name: Blanco County, Texas E NEW D NEW D REFURBISHED  Typeo ofSale: TypeofEquip: BITo: Blanco County, Texas Rosemary Adame- Elections Administrator P.O. Bax13 Johnson City, TX:7 7866  ShipTo: Blanco County, Texas RosemaryA Adame- Elections Administrator 101E. Cypress Street Johnson Ciy,TX7 7866 Description  tem ExpressVote! BMD 2 ExpressVote! BMD Shipping  Qty Price $3,660.00 1 $1,975.00 $160.00 Order Subtotal $ 16,775.00 Customer Discount Order Total $ 13,335.00  Total $14,640.00 $1,975.00 $160.00 ($3,440.00)  ExpressVotel Universal Voting System: Equipment Installation Shipping& Handling  ExpressVote BMDV with! Internal Backup Battery, ADAH Keypad,! Headphones, Power Supply with AC Cord, and One (1)s Standard4 4GB! Memory Device- Version 6.1.1.0  Froight Bilable: yas no D  MaltKunz Regionals SalesN Manager V.P.afFinance  Customer Signature  Date  Brett Bray. Blanco County, Judge  Date  Ttlo  100% of Order Total due Thirty( (30)0 Calendar Days aftert thek laterc df( (a)E Equipment Delivery, or (b) Receipt of Corresponding! ES&S Note1 1:Anya applicables statea andk localt taxes aren notir included, anda aret ther responsibility oft the Customer.  Invoice.  Payment Terms  Invoices arec duen net3 30f fromi invoice date.  Warranty Period (Years): One( (1) Yearf from Equipment Delivery  Hardware Maintenance and Software! License, Maintenance and Support Services (Post-Warranty Period)  Thet terms, conditions, andp pricingf fort thel Hardware! Maintenance ands Softwarel License, Maintenance: ands Suppart Services (Post-Warranty! Period)a ares setf forthi int Exhibit Aattachedh hereto.  SEEGENERAETERMS  Blanco County, TX- ExpressVote! BMDF Front Side Sales Order Agreement. -08.22.2024  Page1    GENERAL TERMS  Definitions: meanings: materials. ES&SI Hardware.  to the ES&S Firmware wil be incorporated by ES&S into a regularly scheduled preventative maintenance eventa massidwppOasns "Customerr requestsi InsalaiondanUplate onUpdates, lfsuchtrainingisr requestedb by Customer: and(i)if applicable, provider maintenance and support ont the ES&S Software thatisr required as aresult of Customer's failuret toti timely or properly installl ther mostr recentUpdate; providedtoitbyE ES&S. ES&Sr representst to Customert thatthel Updates will comply with all applicable state law requirements at that time of delivery. Customer shallb be responsible toe ensure that i hasi installed andi is using only certified versions ofE ES&S Software in thet totald costo ofany Third-Partyl Itemst thata arer requiredi linordert too operale! thel Updates;  Allo capitalizedt terms used, butr noto otherwisec defined, int these! Hardware Purchase and executea ala time ando other delivert than toES&S a regularly apurchase scheduled ordert preventative thereforea andES&S maintenance shallo charge event, Customer then Customer shall Soflware License Terms ("'General Terms") or in an Exhibit shall have thef following fors suchi installation. ES&S shalla alsoc charge Customera atitst then-currentr rates to; (): train accordingly Customer "Documentation' means anys anda allv writteno are electronicd documentation! fumished install an Update. Notwithstanding the foregoing, Customer shall pay ESES to install all ES&S orgenerallyr made: availablet to Customerby ES&Sr relatingtot theE ES8S Hardware Tabulations SoflwareUpdates. Wapplicable, Customers shalberasponsiblefer: anyc claim, damage, loss, andES&S Software, includinga anyo operalinginstnuctions, usern manualsort training judgment, penally, cost, amount paid in settlement or feev which is caused by Customer's failure to "ESES Firmware' means ES&S' proprietary soflware which is installed an the accordance witha applicable law. Inthee event that any Updates arer required duel tod changesi in state "ES&S Hardware Maintenance Services" and "ESES Software License, (). thet total cost ofa anyr replacements, retrofits cr modifications! tot theE ES&S Hardwared contracted ands Support Services" meanst thoses services describedon! ExhibitA. fort hereint that may! be developed ando offered byE ES&S ino ordert for such ES&S Hardwaret toremain "ES&S Software" means! the ES&S: Sofwarea andE ES&S Firmware as setf forthon (m) Customer's, pro-ratas shareofthec costsofdesigning. developingandlorc certificationbya applicable "ES8SHardware") meansESRS's proprietary votet tabulationhardware: setforthon time by dividing then number of registered voters in Customer's jurisdiction by thet total number of "Third-Party! Items' meansh hardware, equipment ands softwarer manufactured: and onthefronts by the parties, sidec ofthis/ inav written Agreementa amendment aree estimates to this andm Agreement, may onlybe because estabishedorrevised, of delays in executing asa applicable, this  law,E ES&S reservest ther rightt toc charge Customerf fort thef following: compliant witha applicable! lawsa andregulations; and federal: ands states authorities ofsuchs state mandatedu Updates.  thef fronts side ofthis agreement. thef fronts sidec ofthisA Agreement. "Software" meansE ES&S andT Third-Party sofiware. developedbyp parties other! thanE ES&S.  Customer's, pro-ratas share ofthe costsi includedunders subsection (i)a above: shall bed determineda atthe registered voters Inallo in Customer's statet tov which ES8S! hass sold: and/or ES&S Hardware andlor ES&S Software purchased andl licensed by Customer under thisA Agreement. Customer shall pay ES&S thee entire costs incurred for design, deyelopment ando certification of any Update whichis required duet toad changei inlocall lawo ori iso otherwiser requestedorr requiredb by Customer. 6. Deliverv Risko ofLoss. The EstimatedE Dalivery! Dates andF FirstE Election! Use! (ifa any): setforth Agreement, changes requested by Customer, product availabiitya ando other events. ES&S willn notify Customer of suchr revisions ass soon as ESES becomes aware of suchrevisions. Risk ofk lossf fort the  2. Hardware Purchase: ands Softwarel License Terms. Subjecttothet terms andconditions ofthis ES&S Hardware and ES&S Software shall pass to Customer when such items are delivered Sales Order Agreement ("Agreement), ES&S agrees! to sells andor license, and Customer: agreest to Customer's designated location.. Upon transfer of risk of loss to Customer, Customer shall B purchase and'or license, the ES&SI Hardware andE ES&S Softwarec described ont thet fronts side ofthis responsible for obtaining andn maintaining sufficient casualty insurance ont the ESES Hardware and Agreement Thep payment! termsf fort the ES&S! Hardware: andE ES&S Softwares ares setf forthonth thefront ES&S Softwares ands shaln name ESRSa asana additionali insuredt thereunder: and, atE ES8S' request, shali sideo ofthis Agreement. Theconsiderationfore ESES' granto oftheli licensed during! the! InitialLicensel Term deliverwrittene evidencet thereoftoE ES&SU untila alla amountsp payablet toES&Sundert thisA Agreementh have agreest tos seli, and Customer agreest top purchase, the ES&S Hardware. Titlet tot theE ES&S Hardware a. ESBS HardwareESES! Software. ES&S warantst that fora ac one (1) yearp period (he shali passb to Customer when Customer hasp paidE ES&St thet totala amount setf forthe oni thef fronts side of "Warranty Period"),twilr repair or replace anyo component oft the ESES Hardwared orE ES&S Software b, Grantoflicenses Subjecttothetems: andcondtions ofthisA Agreement, ES&Sh hereby all material respects, or () is defective in material or workmanship. The Warranty Period wil grants to Customer nonexclusive, nontransferable licenses for its bona fidef fultt time, part! time or commence upon delivery. The Warranty shall noti includet the repair or replacement of any ES&S temporary, employees to use the ES&S Sofware and the Documentation int the Jurisdiction while Hardware components that are consumed int the normal course of operating the ES&S Hardware, Customeri isusingthe! ESESI Hardware andt timely pays! the applicables annual ES8S Sofiware! License, including, butnot limitedto, headphones: andheadphone prolectivecovers, protectivec coatings, printer Maintenancea ands SupportFeess setforthons ScheduleA1. Thel licensess allows suchbomatsisempibye: cartridgesc or ribbons, paper, batteries, drums, toners, fusers, transfer bells, removabler medias storage tou use and copy the ESaS Software (in object code only) andt the Documentation, int thec course of devices, seals, keys, power supplies/cords, PCMCIA, Smart, or CF cards or marking devices operating theE ESES! Hardware ands solely fort thep purpases of defining ando conductinge elections and (collectively, the" Consumables). ES8S mayn moditya andn make available additional Consumables: as 3. ProhibitedUses. Customers shallnot! takea anyo ofthef followinga actionswithr respecttot theE ES&S scratches, denis andi brokenp plasticora any defects resultingf from normaly weara andt tear, ES&Sh hasno Reverse engineer, decompile, disassemble, re-engineer or otherwise create, attempt to Third-Party llem. Any repaired ar replaced item of ESRS Hardware or ES&S Soflware shall be create, or permit, allow or assist others! loc create, thes source code ort thes structuralf framework for part warrantedo anly fort theu unexpiredt tem ofthev Warranty Period. Allr replacedo components ofthe ES&S Cause or permit anyu use, display, loan, publication, transfer dfp possession, sublicensing parformance or defect andi is otherwise in compliancey witha its obligations hereunder, (II) the ESRS orother dissemination oftheE ES&S Softwarec or Documentation, inwholed or inpart, toort by anyt third Hardware or ESES Software tol ber repairedo or replaced has not beent repaired, changed, modifiedor Caused orp permita anyo changetobemadet tothel ES&SSofwarev withoutE ES&S' priorwritten repaired or replaced has been maintained or repaired by an individual other than an authorized d. Causec orp permita any review, testing, examination, ora audito oft the ES&S: Software without beent tamperedy used, with! displayed, bya athird disseminated, partyy without transferred, ES&S priory loaned, writiend disassembled, consent theE dismantled, ESASH Hardware modified, or andlor e. Allowat thirdp partyt to cause orp permit any copying, reproductiono orp printingo ofa any output abuse, liquid contact, useo of adhesive materials on ballots, use which is noti in accordance witht the generated by theE ES&S Software (exceptf finished ballols by ballol printers selected! by Customer): in Documentation or causes beyond! then reasonablec controld ofES8S or Customer, includinga acts of God, which ES&S owns or claims any proprietaryi intellectual property rights (e.g. copyright, trademark, fire, floods, riots, acts of war, terrorism or insurrection, government acts or orders; epidemics, 4. Temmoflicenses, Thel licenses grantedi ins Section: 2(b): shallo commence upont the delivery of and disputes, (VI Customer transportalion has installed delays, govermental andi is ther regulations mostr recent and utility Update or communication! interruptions, License Term'). Upane expiration ofthel Initiallicense Term, theli licenses shalla automatically: renewf for range according to their specifications, which: have ()haver beens severely notb beens ord so operatedinat as to cause temperature an unlimited number of successive one-year periods (each a' "License Renewal Term") upont the damage to thet unit, or (H) haveb been (i) or handledir ina manneri handled inconsistenty mechaniçal forthonthefr fronts sideofthisA Agreement. Thell licenset termst for anyLicense Renewal Terms shall bes set torecaive! HariwareMahnlenance: ands Upon Sofware! expirationoft Maintenancea thev Warranty Period, Services, Customer shallbee ofwhich entitled termination any of the licenses granted in Section: 2(b) for ESRS Software or upon Customer's b. Exclusive Remnediesiscliner, IN7 THE EVENT OF A BREACH OF SUBSEGTION; 7a), discontinuance oft the use of any ES&S Soflware, Customer shall immediately retum such ES&S ES&S OBLIGATIONS, ASI DESCRIBED! IN SUCH SUBSECTION, ARE CUSTOMER'S: SOLE. AND Softwares mdberisaDoaenasiant ndingaryandaicgest thereof)toES8S, ort (ifrequested EXCLUSIVE REMEDIES. ES&S EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER byE ESaS) destroy such ES&S Software and Documentation: ando certiy inv writing to ESES thats such EXPRESS OR IMPLIED, WHICH ARE NOT SPECIFICALLY: SET FORTHI IN THIS AGREEMENT, 5. Updates. During! thel Initial License Termo or any License Renewat Termf for which Customer ES&S' FITNESS INSTALLATION FORA Al PARTICULARI ANDA ACCEPTANCET PURPOSE. TESTING FURTHER, SERVICES IN THE EVENT CUSTOMERI DECLINES patchost tot the ESES Software, togethery witha appropriate Documentation ("Updates'), onas schedule AND/OR NETWORK (COLLECTIVELY: ANY HARDWARE, CONFIGURATIONS THIRD-PARTY WHICH ITEMS Third- Party Items requiredtoo operatet thel Updates, asv welle ast thec cost ofa anyn replacements, retrofitsor WITH THE CERTIFIED VOTING SYSTEM CONFIGURATION, OTHERWISE REQUIREDINA ACCORDANCE  fortheE ES&S Fimwarei isi includedinthe costoftheE ES&S! Hardware, this.Agreementi fort theE ES&S! Hardware.  beenp paidby Custamer,  Hardware Purchase. Subject tot the terms ando conditions oft this Agreement, ES&S 7. Warranty.  which, whileu underr normal usea ands service: (failst top perfomm inaccordances withi its Documentationin  tabulating: andr reportinge electionr resultsi intheJ Jurisdiction. Software orthe! Documentation: oralloftheE ES&S Software; parly without! ES&S' priorv writtend consent; consent; ES&S', priorwritienc consent; or  theymaybecome: availablef fromt timet totime. Thev Warranty shallr noti include! ther repair orreplacement of any ES&S Hardware due to cosmetic damages, including, but noti limiled to, screen cracks, obligationundert thisA Agreementte toa assumet theo obligations under anye existingore expiredwarranlyfera Hardware or ES&S Soflware will become thep property ofE ES&S. This warranty is effective provided that ( Customer notifies ES&S within three (3) business days oft the discovery oft thef failure of allerede except: as: authorized or approved! byE ES&S, ()t the ES&S Hardware or ES&S Softwaret tobe representative OfES8S (MthoESES! Hardware or ES&S Softwaretober reparedorrepacadhas, not Software! tob ber repairedo or replacedis is notd damaged: asaresutt ofa accident, (V theft, vandalism, neglect, ES&S pandemicso ar outbreakofo communicabled disease; quarantines; mistersmmgenay labor  patent pendingorp palent), including, butn notli limitedt to, anyballots shells or balloto codes stock, theE ESaS Software describedi ins Section2 2(b)and shallo continuet fora one (1)year period (the" Initial warrantyi is voidf for anyu units ofh hardwarev using paymentbyCustomerc ofthe: annuals softwarelic licensea ands sciwaremanienanca: andsupportf feea asset forthon! ExhibitA. ES&S mayt terminate anyo ofthel licenses grantedhereundert ifCustomerf fails topay ares setf forthonxhbtA thec consideration duef for, crb breaches Sections: 2(b), 3, or9 9with respectt to, such licenses. Upont the  stored provided toit by ES&S. This ands Supports thet terms  ofane electronicy product. operated  withr reasonable  haso  INCLUDING, BUTI NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR  has paid the associated renewal fees, ESES may provide newr  upgrades, or maintenance ALTERS, MODIFIES OR CHANGES  SOFTWARE, ORIN ANYV WAY AT/ ANY TIME ALL WARRANTIES OTHERWISE  solely definedbyE ES&S. Customeri iss solelyn responsiblef for obtaining andp purchasing: any upgradesor PRABOUSLYINSTALEDEYA ESESORWHICH/ "SYSTEM") ARE modifications! tot theE ESES Hardware which may ben necessary inc order to operate the Updates. AD PROVIDED HEREUNDER WITH REPECT  HAVE BEEN  Updatess shallbed deemedt tobeE ES&SS Softwaref forp stAiymaN, Updates  TO THE SYSTEM PURCHASED, LEASED, RENTED    AND/OR LICENSED UNDER1 THIS ANDE EFFECT. totell liability to Customera arising outo oforr relating to this Agreement shall not exceed! thea aggregate certified; amount tob bep paid to ES&S! hereunder. Bye enteringi intot this Agreement, Customer agreest to accept services errors judgment, penally, cost, amountp paidi in seltlement or feet that is caused by (y) Customer's faihret to Agreement. timely or properly install and use then most recent update provided! to itby ES8S or (2) Customer's election not tor reçeive, or tot terminate, the Hardware! Maintenance: ands Support. 9. Proprietary Rights. Customer acknowledges: anda agrees asf follows: ESES ownst theE ES&S Software, aDecamentutiompowat byES&S, thed designa andconfgurationof theE ESESH Hardware andt thef format, layout, measuremenis, design, anda allo othert technical information In  SHALLE BEV VOIDA ANDO OFN NOFURTHERI FORCE ()o Customer's pro-rata shared ofthec costso ofd designing, developing, manufacturing: andlor certification  byapplicablef federalands statea authoritieso ofanyr wMBANww and/or  8. Limitation or Liability. Neither party shall be liable for any indirect, incidental, punitive, ESRS Softwaret thatmay resuit froms suchF Reviews; and  exemplary, special, ord consequential damages ofa anyk kindy whatsoever arisingo outo of orrelatingto this () theb totald cost ofa any Third-Party ltems that arer required inc order for the ES&S Hardware Agreement. Neither parly shall bel liablef fort theo ather party's negigente or willul misconduct. ES8S' ES&S Soflware tos satisly anyr new requirements resulting from such Reviews in to and'or responsibility for (a) the selection of, use of andr results obtained from any equipment, soflware or Customer's pro-rata share oft the costs included under subsections 16(1) and 16(i) above shall notp providedbyES8Sa andusedwiththeE ES8SHardwareort ESES Software; or(b)usere errors, determineda attheti timeb bydividingth thenumberc ofregisteredvoters: votere orp problemse encountered by anyi individual iny votingt thate arenato otherwise result ofthe numbero ofregistered votersi inallo countiesi inCustomer's: statet towhichESaShass solda and'or licensed failure ofES&S! toperfom. ES&S: shallnotb beli liable undert thisA Agreementf fora anys claim, damage, loss, the ESRS Hardware andlor ESAS Sofware purchased and licensed Customer under  order remain be thetotal this  nomtomerswtissiemby: by  Services or theE ESRS Software 17. Certification. Bye executiond ofthisA Agreement, ES&S represents andw warrantst that:  a)lna accordance with Texas Government Code $2270, ES&S doesn notb boycott! Israel currentlya and  willn notb boycotti Israeld duringt thet term ofthisA Agreement; and  associatedy witht the ballots tobe used with the ES&S Hardware. Customer! has! ther right tot uset the b) accordance with Texas Govemment Code S 2252, that, at thet time oft the execution of this aforementioned items tot the extent specified in this Agreement. ES&S also owns all patents, Agreement andf for the duration of the! term of! this Agreement and anyr renewal lerms, ESRS is not trademarks, copyrights, trade names and ather proprietary ar intellectual property in, or used in enteredonthe pmsSEs: 152oftheT Texas Government Codebythe7 Texas connection with, thes aforementionedi items. The aforementionedi ktems also contain confidential and State Camptroller of companies known to have contracts with or provide supplies ors services toa Customers shal!! keept the ES&S Scflware andr related Documentationt free andc clear afa all claims, liens 18. Customer Enhancements. Inthee eventt that Customer requests anyf future enhancements! of ande encumbrances: ands shalln maintalnallcopyighy, trademark, patentorotheri intellectualorg proprietary the ES8S Hardware andlor ES&S Sofiware ("Enhancements), such requests shall be submittedi in rights notices! thata ares set fortho on theE ES&S Hardware, theE ESES Software, the Documentation, and writing to ES&S. ES&S will evaluate each of the Enhancements to determine # any of such 10. Termination, ThisA Agreementr mayb bet terminated, inv writing, ata anyt timeb bye eitherp partyi ifthe security protocol andp procedures, Inthee event thatE ESRS determines thata anyo of suchE Enhancements other partyb breaches anyn materialp provision! hereofa ando does notc cures suchb breachy within30days: after meet thef foregoing requirements, then ES&S shall prepare as scope ofwork wnich shalli include an itreceivesv writtenr notificationt thereaffr fromt thenon-b -breachingp party.! Hthis Agreemente extends pastthe estimated timeline and the estimated costs for design, development, testing, certification and gurrentfisealyear. Customerr maycancelw withoutpenaltyi iffunds grenota appropriated. Customer sha!! implementation ofs such Enhancements (the" "sOw). ES&S shallp provide the sOWt to Customerf for givet thirty (30)d days priory writtenn notice. Customer shall pay for alldeliverables deliverede ands services reviewa andwrittena approval. AfterE ES&S'sreceipt afwritlena approvalofthes soWby Customer, ES8S 11. Excusable! Nomperformance. Exceptf for obligationst tomakep payments! hereunder, ffeither anda alli intellectual proprietaryr rightsir ina anyE Enhancements developeda andp provided! lo Customer, partyisd delayedorp prevented fromp performingits obligations undert thisA Agreement asan result ofany 19. Entire Agreement. This Agreement, including alle exhibits! hereto, shall beb upon and govemmental: regulations andutility ord communication! Interruptions, thec delay shalll bee excused discussions, negotiations, agreements ort understandings! betweent thep parties, whetherv written or oral, extendedt tot thee extent necessaryt to allow performance: aftert thec caused of delayh hasb beenr removed. which conflicts with oris inadditiont tot thep provisions ofthis Agreements shallb beafnoforceore effect. In 12. Notice. Anynotice or othero communicationt requiredo orp permitted! hereunders shallbei ins writing modification of anyF provision oft thisA Agreement: shall! be effective unless inwriting ands signed! by the andv will be deemed given when (a) delivered personally, (D) sent by confirmed email, (c) sent by partya either againstv partyt to, whoms orwaiverc suchy of,a waiver, abreachbye amendment eitherp or partys modificationiss shalld constitutea soughtt aconsenttoorw tobee enforced. waivero Noc of consentby anyo commercial ovemight courier (withy writtenv verification ofr receipt)o or (d)s sent! by registered orc certified differentors subsequent! breachbys aither party. ThisA Agreements shallbeg govemedby: andconstruedin other mail, retum receipt requested, postage prepaid, when the retur receipt is received. AH accordance withs thel laws ofthes Statei inv which the Customer resides, withoutr regard conflicts of communications! shall be sent to the attention of thep persons listed on the signature page tot this lawsprinciples. Thep parties agreet thatv venue fora anys disputeorc cause ofactiona arisingouto toitso oforrelated Agreementa andatthea addresses oremail addresss setf forthd onst suchs signaturep pageunless otherr names tothis Agreement shall! be int thes state andf federal courts oft thel United States! locatedi int the Statei in Pavment of Undisputed. Amounts. Int the event ofac dispute between the parties remainf fulyr responsiblet for suchp performance. Thep provisions ofs Sections 1-5,7 7(b), 8-9,1 12, 13b), 14- regarding(1)a product ors servicef forv which payment hasr noty yet been madet toE ES&S, (2)thea amount 16, and1 19ofu these Generall remss shals survive: anyt terminationc or expirationo ofthis Agreerment, tothe  proprielary trade secrets ofE ES&S thata are protected by law ande are of substantial valua to ES8S. foreignt terrorist organization.  ballotst thata arep provided,: anda allp permitted copies ofthef foregoing. performed by ESaSup throught the effective datec ofs suchi termination. insurrection, govemment: acts or orders; epidemics, pandemics ord outbreak ofc communicable disease; quarantines; national or regionale emergencies, labord disputes, transportation delays, ES8S agreest tov work with Customer, at Customer's request, todevelopn mutually agreeable altemativesi inordert tominimizet the negative impacto ofa anys suchdelay.  Enhancements aret technologically feasible, commercially reasonable and consistent with ES&S's shally prepare a writteno change orderf for Customer's execution. ES8SS shalls solely owna andretaina any Agreement, including allE Exhibits hereto, containst thee entire agreement oft thep parties withr respect to thes subjectmatter) hereof ands shalls supersedea andreplacea anya anda allo otherp priord ord contemporaneous the event of any confict between ap provision contained ina an Exhibit tot this Agreement and these General Terms, the provision contained int the Exhibit shall control. No waiver, amendment, or  itsr reasonablec causeb beyondi duning the  God,  bindingu  control, includinga actso of fire, floods, riots, actso ofwar, terrorismo or inuret tot the! benefito oft thep parties andt theirr respectiver representatives, successors, anda assigns. This of, andt to! thee extento af, sucho cause, and! the periodo ofp performance: shall be regarding thes subject matter hereof. Any provisiono of any purchase order, form, or other agreement  ora addresses arep provided! bye either orb bothp parties ina accordance! herewith.  whicht the Customer resides. ES&Si isp providinge equipment, soflware, ands services to Customer asan independento contractor, andshalinotb bec deemedt tobea's stale: actor" forpurposes 0f42U.S.C.51 1983, ES&SI maye engage subcontractors top providec certaino ofthee equipment, software, ors services, buts shall  13. Disputes.  due to ESES for any product or service, or (3) the due date of any payment, Customer shall extenta applicable. nevertheless payt to ES&S when due all undisputed: amounts. Such payment shallr not constitute a waiverby Customer arE ESES ofanyo ofitsri righis andr remedies againstt theo other party. b, Remediesf forPastD Duel Undisputod Payments. ffany undisputedp paymentt toE ES&Sis pastduem moret than3 30d days, ES&S: mays suspendp perforanceundert thisA Agreementu untils sucha amount ispaid. Any disputed oru undisputed payment notp paid by Customer to ES8S whend due shall bear interestf fromt thed dued datez atar ratee equalt tothek lesserc ofone and one-half percent pers monthort the maximum amountp permttedby: applicable! lawfore eachmonthorp portionthereofd duringwhiahitremains 14. Assignment. Excepti inthec case ofan reorganization ofthe assets ord operations ofE ES&S with onec ormorea affiliates cfE ES&S ort thes sale,t transfer ora assignment ofallors substantially: allofthe assets ofES&S oranyb business operations! thereof! toas successor whoh hasa assertedi itsi intentto continue the applicable business of ES8S, neither party. may assign or transfer this Agreement or assign, subcontract or delegate any ofi its rights, duties or obligations hereunder without! the prior written consent oft thec other party hereto, such consentr nottob be unreasonably withheld or conditioned, nor 15. Compliance with Laws. ES&S warrantst to Customert that, att thet time ofc delvery, theE ESRS Hardware andE ESES Softwares soid and! licensed under this Agreement willc comply with all applicable requirements offederals ands statee electionl laws andregutationst thata arer mandatory: ande effective asof theE EffectiveDatea andy willhaveb beencartifiedbyt thes appropriates statea authoritiesf for use inCustomer's state. The ES&S! Hardware: andE ES&S Tabulations Sottware, includinge allo componentsw will bep provided toCustomer witha al hardenedr networki ina accardance witht the guidelines ofthe United States Election Assistance Commission. Inthe event Customerf fails tomaintaint the ES&S Sofiwarei int the hardened netwark or allows any intemal or extemal access tot the) hardened network, Customer agrees to indemnify and! hold harmless ES&S from and against any anda all claims, damages, losses, liens, obligations, liabilities, judgments, assesseddamages, costs, expenses (includingn reasonabiatiomeys fees) andu the likea arisingo auto oforr relatedtothed Customer's breachofit itso obligations! hereunder. 16, Voting System Reviews. In! the event thatt the. Jurisdiction or the State require any future reviews ore examinations (Reviews') of current orp previous versions df state-certified! ES&S voting systems or components thereof that are not otherwise required asar result of any changes or modifications voluntarily madet byE ESES totheE ESES Software and/ar ES&SH Hardwarel licenseda and  unpaid.  unduly delayed.  soldhereunder, Customers shall ber responsiblef for: 0) Cusiomer'spro-rata: share ofsuch Reviewcosts;    EXHIBITA  ES&S HARDWARE MAINTENANCE, AND POST-WARRANTY PERIOD) ARTICLEI GENERAL  SOFTWARE LICENSE, MAINTENANCE AND SUPPORT SERVICES  1. Term; Termination. This Exhibit A for ES&S Hardware Maintenance and Software License, Maintenance and Support Services shall be in effect for the coverage period as described in Schedule A1 (the "Initial Post-Warranty Term"). Upon expiration of the Initial Post-Warranty Term, this Exhibit A shall automatically renew for an unlimited number of successive Two-Year Periods (each a "Renewal Period") until this Exhibit A is terminated by the first to occur of (a) either party's written election not to renew, which shall be delivered to the other party at least sixty (60) days prior tot the end of the Initial Post-Warranty Term or any Renewall Period, as applicable, (b)t the date which is thirly (30) days after either party notifies the other that it has materially breached this Exhibit A, if the breaching party fails to cure: such! breach (except for a breach pursuant to subsection (e), which willr require no notice), (c) the date which is thirty (30) days after ES&S notifies Customer that it is no longer able to procure replacement parts that may be needed in order to perform the ES&S Hardware Maintenance Services contemplated hereunder, (d) the date on which the ES&S Hardware ort firmware installed thereon is no longer certified by federal and/or state authorities for use in Customer's jurisdiction, or (e) the date which is thirty (30) days after Customer fails to pay any amount due to ES&S under this ExhibitA. The termination of this Exhibit A shall not relieve Customer of its liability to pay any amounts due to ES&S hereunder and shall only entitle Customer to a prorated refund of any fees already paid to ES&S in the event that this is Exhibit/ Aist terminated pursuant to subsection 1(b), 1(c) or 1(d) above. 2. Fees. Inconsideration: for ES&S' agreement: to provide ES8SHardware Maintenance and Software License, Maintenance and Support Services under this Exhibit A, Customer shall pay to ES&S the ES&S Hardware Maintenance and Sofiware License, Maintenance and Support Fees set forth on Schedule A1 for the Initial Post-Warranty Term. The Hardware Maintenance and Software License, Maintenance and Support Fees for the Initial Post-Warranty Term are due as set forth on Schedule A1. ES&S mayi increase the! Hardware Maintenance and Software License, Maintenance and SupportFees for af Renewal Period by not: more than 10% oft the: amount oft the most recent Fees paid by Customer. Allf fees for any Renewal Period shall be due and payable no later than thirty (30) days prior to the beginning of such Renewal Period. The Software License, Maintenance and Support Fee: shalll be comprised of()af fee for the Software License, Maintenance and Support provided fort the ES&S Firmware, and (i) at fee for the Software License, Maintenance and Support provided fora all other ES&S Software, ands shalll be in addition to any fees or charges separately referred toi in any Section of this Exhibit/ A. IfCustomer elects to receive Software License, Maintenance and Support for any Add-On units or New Products during the Initial Post- Warranty Term or any Renewal Period thereof, ES&S will charge incremental Software License, Maintenance and Support Fees for any Add-On units or New Products purchased by Custorieratt the then-  current applicable rates att thet time.  ARTICLEI HARDWARE  1.  Maintenance Services. The ES&S Hardware Maintenance Services to be provided to  Customer under this Agreementi for the ES&S Hardware set forth on! Schedule A1 (the' Products')shall be  subject to thei following terms and conditions:  a.  Routine Maintenance Services. An ES&S Representative shall provide such  services as may be necessary to keep the Products working in accordance with their Documentation, normal wear and tear excepted ("Normal Working Condition"). The services provided by ES&S pursuant to this Subsection 1(a) are referred to herein as "Routine Maintenance Services". Routine Maintenance Services shall be provided once each Twenty-  1    Four (24) Months during the Initial Post-Warranty Term or any Renewal Period thereof. Generally, Routine Maintenance Services shall include cleaning, lubrication, diagnostic check, and calibration services. The Routine Maintenance Services shall not include the repair or replacement of any ES&S Hardware components that are consumed ini the normal course of operating the ES&S Hardware, including, but not limited to, headphones and headphone protective covers, printer cartridges or ribbons, paper, batteries, drums, toners, fusers, transfer belts, removable media storage devices, seals, keys, power supplies/cords, PCMCIA, Smart, or CF cards or marking devices (collectively, the "Consumables"). ES&S may modify and make available additional Consumables as they may become available from time to time. Customer may: request that Routine Maintenance Services be performed moret thand once during the Initial Post-Warranty Term or any Renewal Period. Any such request shall! be made atl leasts sixty (60) days before the Routine Maintenance Services are desired. The per-unit feef fors such additional Routine Maintenance Services is set forth on Schedule A1 and shall be due within thiriy (30) days afteri invoice date. ES&S will schedule the Routine Maintenance Services with Customer. The Routine Maintenance Services will be provided at Customer's Designated Location. Customer's Designated Location" shall mean Customer's owned or leased facility at which Customer desires ES&S to perform the ES&S Hardware Maintenance Services.  b.  Repair Services.  Defects Under Normal Use and Service. Ifa defect or malfunction  occurs in any Product while iti is under normal use and service, Customer shall promptly notify ES&S, and ES&S shall use reasonable efforts to restore the item to Normal Working Condition as soon as practicable. The services provided by ES&S pursuant to this Subsection 1(b)() are referred to herein as "Repair Services". ES&S will perform Repair Services in conjunction with a Routine Maintenance Service event at the . Defects Due to Customer Actions or Omissions. Ifa defect or malfunction occurs in any Product as a result of (1) repairs, changes, modifications or alterations not authorized or approved by ES&S, (2) use, modification, dismantling, disassembly, or transfer to third parly without ES&S' prior written consent, (3) accident, theft, vandalism, neglect, abuse, liquid contact, use of adhesive materials on ballots or use that is not in accordance with instructions or specifications furnished by ES&S or(4) causes beyond the reasonable control of ES&S or Customer, including acts of God, fire, floods, riots, acts ofv war, terrorism ori insurrection, government: acts or orders; epidemics, pandemics or outbreak of communicable disease; quarantines; national or regional emergencies, labor disputes, transportation delays, governmental regulations and utility or communication interruptions, rodent infestation, or if Customer does not notify ES&S within 72 hours after itk knows oft the defect or malfunction, Customer shall pay! ES&S for the Repair Services at ES&S' then-current rates, as well as fort the cost of all paris used ii. Timing, The date(s) on which any Repair Services shall be provided shall be mutually agreed upon by ES&S and Customer. If Customer requires ES&S to provide "emergency" Repair Services (which shall be defined as Repair Services that are provided by ES&S within 48 hours after Customer notifies ES&S oft ther need therefore), and such emergency Repair Services are not needed as a result of an action, error or omission by ES&S, Customer shall pay a surcharge, as seti forth on ScheduleA1. iv. LoanerUnit. AtCustomer's request andi ifsuch producti is available, ES&S shall use reasonable efforts toj promptly make available to Customer a product thati is the same as, or substantially similar to, the Product for which Repair Services are being performed (a "Loaner Unit"). If the Repair Services are being performed pursuant to Subsection 1(b)(i) above, Customer shall pay ES&S for the use of the Loaner Unit at  Customer's Designated Location.  inc connection with such Repair Services.  ES&S' then-current rates including the cost ofs shipping.  2    Exclusions. ES&S has no obligation under this Agreement to () assume the  obligations under any existing or expired warranty for a Third Party Item; () repair or replace Product components that are consumed in the normal course of operating the Product, including, but not limited to, headphones and headphone protective covers, printer cartridges or ribbons, paper, batteries, drums, toners, fusers, transfer belts, removable media storage devices, seals, keys, power supplies/cords, PCMCIA, Smart, or CF cards or marking devices (collectively, the Consumables"), or (ii) repair any Product from which the serial number has been removed or altered. In addition, ES&S may, at any time in its discretion, determine that any Producti is no longerfi fit for ES&S Hardware Maintenance Services becauseitisi insuch poor condition that it cannot practically be restored to Normal Working Condition, or cannot be restored to Normal Working Condition at an expense that is less than the then-current value of the Product. Ifsuch a determination: is made, ES&S: shall: no longer be required to provide ES&S Hardware Maintenance Services for such Product. ES&S shall also refund to Customer an amount equal to (1) that portion of the most recent fee paid for ES&S Hardware Maintenance Services thati is attributable tos such Product, multiplied by (2) ai fraction, the numerator of which is the remaining number of days within the Term for which such fee was paid and the an ES&S Representative to provide maintenance or repairs with respect to the Products fors sO long as the Initial Post-Warranty Term or any Renewal Period is in effect. Customer shall provide ES&S Representatives with all information necessary to enable them to provide ES&S Hardware Maintenance Services. Customer shall likewise provide full access to the Products and adequate working space for all ES&S Hardware Maintenance Services performed at its Designated Location, including sufficient heat, lights, ventilation, electric current and outlets. secure environment. During the storage and operation of the Products, the temperature and moisture ranges should be maintained in accordance witht the Products' Documentation. the Initial Post-Warranty Term or any Renewal Period thereof expires without being renewed, Customer may thereafter resume receiving ES&S Hardware Maintenance Services upon (a) notification to ES&S and (b) the granting to ES&S of access to the Products. ES&S requires Customer to allow it to inspect such Products before it provides any ES&S Hardware Maintenance Services. The purpose of such inspection shall be to determine whether or not the Products are in Normal Working Condition. The cost of such inspection will be at ES&S' then current rates and shall be due from Customer within thirty (30) days of its receipt of ES&S' invoice, therefore, If any of the Products is not in Normal Working Condition, ES&S, at the option of Customer, () shall provide such repairs and replacements: asi ito deems reasonable and necessary to restore such item to Normal Working Condition, at Customer's expense with respect to the cost of anyl labor (charged at ES&S' then current rates) and parts used in such repairs or replacements, or ()s shall notp provide any ES&SI Hardware Maintenance Services with  denominator of which is thet total number of days within the Term.  d.  Sole Provider: Access. Customer shall not permit any individual other than  e.  Environmental Conditions. Products should be stored in a clean, dry and Reinstatement of ES&S Hardware Maintenance Services; Inspection. If  respect to such Product(s).  ARTICLE II  SOFTWARE LICENSE, MAINTENANCE, AND SUPPORT SERVICES  1. License and Services Provided. ES&S shall provide license, maintenance and support services ("Software License, Maintenance and Support") for the ES&S Software, to allow Customer to continue to license and use the software in accordance with the license terms set forth in Sections 2-4of the General Terms as well as to enable it to perform in accordance with its Documentation in all material respects, and to cure: any defecti in material or workmanship. The specific Software License, Maintenance and Support services provided by ES&S ande each party's obligations with respect to such services are set  forth on Schedule A1.  3    2. Updates. During the Initial Post-Warranty Term, or any renewal or extension thereof, ES&S may continue to provide Updates in accordance with the terms of Section 5 of the General Terms. Unless otherwise agreed to by the parties, and subject to Customer's prior execution ofap purchase order therefor, ES&S shall install ES&S Firmware Updates in accordance with Section 50 of the General Terms. ES&S shall install such ES&S Firmware Updates in conjunction with a scheduled Routine Maintenance Services event provided Customer iss subscribingt to and! has paidt for ES&S' hardware maintenance services which include Routine Maintenance Services. Customer shall pay ES&S to install all ES&S Firmware Updates which are requested to bei installed outside of a scheduled Routine Maintenance Services event orin the event the Customer has not subscribed to ES&S' hardware maintenance services which include Routine Maintenance Services. Notwithstanding the foregoing, Customer shall pay ES&S to install all item of ES&S Software ifs such item requires suchs services as: ai result of( (a) repairs, changes, modifications or alterations not authorized or approved by ES&S, (b) use, modification, dismanting, or transfer to third party without ES&S' prior written consent, (c) accident, theft, vandalism, neglect, abuse, liquid contact or use thati is noti in accordance with the Documentation, (d) causes beyond the reasonable control of ES&S or Customer, including acts of God, fire, floods, riots, acts of war, terrorism ori insurrection, government: acts or orders; epidemics, pandemics or outbreak of communicable disease; quarantines; national or regional emergencies, labor disputes, transportation delays, govemmental regulations and utility or communication interruptions, (e) Customer's failure to timely and properlyi install and use the most recent update provided toi itb by ES&S, or () Customer's failure to notify ES&S within three (3) business days after Customer knows oft the need for such services. Any such Software License, Maintenance and Support shall be provideda at the fees to be agreed upon by the parties if and when the need for'such Software License, Maintenance and Support arises. Replacement versions of Software and/or Third-Party Items or any services required in order to replace the same as a result of items set forth in this Section 3 or as a result of Customer's corrections, programs, information, and wark product conceived, created or developed, alone or with Customer or others, as a result of or related to the performance of this Exhibit A. including all proprietary rights therein or based thereon. Subject to the payment of all Software License, Maintenance and Support Fees, ES&S hereby grants to Customer a non-exclusive license to use that portion of such corrections, programs, information, and work product that ES&S actually delivers to Customer pursuant to this Exhibit A. All licensed items shall be deemed to be! ES&S Software for purposes of this ExhibitA. Except and to the extent expressly provided herein, ES&S does not grant to Customer any right, license, or other proprietary right, express or implied, in or to any corrections, programs, information, or work product Warranty Term or any Renewal Period thereof expires without being renewed, Customer may thereafter receive a Software License and resume receiving Software Maintenance and Support upon (a) notification to ES&S, (b) payment of all fees, which would have been due to ES&S had the Initial Post- Warranty" Term ora any Renewa!! Period note expired, and (c) the granting toi ES&S of access tot the ES&S Soflware, so that ES&S may analyze ita and perform such maintenance as may be necessary before resuming the Software  election management software Updates.  3.  Conditions. ES&S shall not provide Software License, Maintenance and Support for any  actions ori inactions shall be billable to Customer at ES&S' then current rates.  4.  Proprietary Rights. ES&S shall own the entire right, title, and interest in and to all  covered by this ExhibitA. 5.  Reinstatement of Software License, Maintenance and Support. If the Initial Post-  License, Maintenance and Support services.  4    Schedule A1 Pricing Summary  Sale Summary: Description  ReferTo ES&S Hardware Maintenance Description and Fees Below ES&S Firmware License, Description and Fees Below  Amount $880,00 $600.00 $1,480.00  ES&S Hardware Maintenance Fees  ES&S Firmware License, Maintenance and Support Fees Maintenance and Support  Total Maintenance Fees for the Initial Post-Warranty Term:  Terms & Conditions: Contract #710-23.  Note 1: Any applicable state and local taxes are noti included and are the responsibility of Customer. Note 2: Annual Post-Warranty License and Maintenance and Support Fees are not listed on Texas BuyBoard  Note 3: Invoicing and Payment Terms are as Follows:  ES&S shall! Invoice Customer annually for each year of the Initial Post-Warranty Term. Payment is due before the start of each period within the Initial Post-Warranty Term.  5    ES&S HARDWARE MAINTENANCE DESCRIPTION. ANDI FEES  Initial Post-Warranty Term: Expiration oft the Warranty Period through the second anniversary thereof  Annual Maintenance Fee Per Unit $110.00 $110.00  Qty  Description  Coverage Period Year1 Year 2  Maintenance Fee in' Total $440.00 $440.00 $880.00  4 ExpressVote BMD 4 ExpressVote BMD  Total Hardware Maintenance Fees forthe Initial Post-Warranty Term  Note 1: The Per-Unit Fees if Customer requests more than one Routine Maintenance visit in a 24- month period shall be 75% of the then current maintenance fee per unit under this ExhibitA. Note 2: Surcharge for Emergency Repair Services shall be the daily maintenance service rate in  effect at the time such service is requested.  Note 3: Customer's Designated Location: Blanco County, Texas  Note 4: The Per Unit Surcharge for performance of Routine Maintenance visit at more than one Customer Designated Location shall be $25.00 per unit for all units located at second or more ES&S Hardware Maintenance Services Provided by ES&S Under this Schedule A1  locations.  1. Telephone Support. 2. Issuel Resolution.  3. Technical Bulletins willl be available through Customer's ES&S Web-based portal.  4. Routine Maintenance Serviçes,  Onsite scheduled maintenance inspection per Article II, Section 1(a). The Service performed by an ES&S trained and certified technician. Performance of factory approved diagnostics on the unit, identifying and making adjustments where necessary: as indicated by thet testing. Replacement of wom or defective parts with new or remanufactured Conducting a final test to verify that the unit is working according to Use ofa a checklist tailored for each piece of ES&S Tabulation Hardware.  Inspection! includes:  federally and state certified parts. manufacturer's: specifications.  5. Repair Services,  6    Customer will receive coverage fori interim repair calls.  o Interim repair calls may be provided during a scheduled Routine Maintenance Services event ors scheduledi inc conjunctionwith otherservice work being performed in close proximity to Customer's location if such AProduct may be sent to ES&S' Depot location for repairs at at time to! be  repairs are not election critical.  mutually agreed upon by ES&S and Customer.  6. Priority Services.  Customer has access to the ES&S Help Desk for assistance. The customer receives priority on service calls. The customer receives priority on response time. The customer receives priority on certified ES&S parts inventory.  Note: Except for those ES&S Hardware Maintenance Services specifically set forth herein, ES&S is under no obligation and shall not provide other ES&S Hardware Maintenance Services to the Customer unless  previously agreed upon in writing byt the parties.  7    ES&S SOFTWARE LICENSE, MAINTENANCE. AND SUPPORT DESCRIPTION. AND FEES Initial Post-Warranty Term: Expiration oft the Warranty Period through the second anniversary thereof Listed below are the Hardware Products and Fees for which Firmware License, Maintenance and Support  FIRMWARE  will bep provided:  Annual Maintenance and $75.00 $75.00  Qty  Description  Coverage Period Year1 Year2  Firmware License, Firmware Maintenance License, and Support Fee Per Unit Support Feei in Total  4 ExpressVote BMD 4 ExpressVote BMD  $300.00 $300.00 $600.00  Total Firmware License, Maintenance and Support Fees  for the Initial Post-Warranty Term  Software License, Maintenance and Support Services Provided by ES&S under the Agreement  1. Telephone Support. 2. Issue Resolution.  3. Technical Bulletins willl be available through Customer's ES&S Web-based portal. Note: Except for those Software License, Maintenance and Support services specifically set forth herein, ES&S is under no obligation and shall not provide other Software License, Maintenance and Support Software License. Maintenance and Support and ES&S Hardware Maintenance and Support 1. Customer shall have completed ai full software training session for each product selected.  services to the Customer unless previously agreed upon by the parties.  Services - Customer Responsibilities  Customer shall have completed training at aj proficiency level to successfully use Customer shall have the ability to install hardware firmware and make changes to Customer shall have the ability to change accessible consumable items on hardware. Any other changes made by the customer must be pre-approved in  the hardware (firmware) and software products.  date and time settings. writing by ES&S.  2. Customer shall have reviewed a complete set of User Manuals.  3. Customer shall be responsible for the installation and integration of any third-party hardware ors sofiware application, or system purchased byt the Customer, unless otherwise agreed upon, 4. Customer shalll be responsible for data extraction from Customer's voter registration system.  inv writing, byt the parties.  8    5. Customer shall be responsible fori implementation of any security protocols physical, network or otherwise which are necessary for the proper operation oft the ES&S Hardware and ES&S 6. Customer shalll be responsible fort the acceptance oft the ES&SI Hardware and Software, unless 7. - Customer shall ber responsible for the design, layout, set up, administration, maintenance, or 8. Customer shall be responsible for the resolution of any errors associated with the Customer's network or other hardware and software not purchased or recommended by ES&S and not otherwise identified in the User Guides as part of ES&S' Hardware and Software. 9, Customer shalll bei responsible for all costs associated with diagnosing ballot printing problems resulting from the use of non-ES&S Ballot Partner Printers ballots. 10. Customer shall be responsible for thej payment of additional or replacement Software CDs or DVDs requested by Customer. The price for such additional or replacement Software CDs or  Software.  otherwise agreed upon, in writing, by the parties. connectivity oft the Customer's network.  DVDs shall be at ES&S' then current rates.  9    NOTE  Election Systems & Software, LLC  11208. John Galt Blvd Omaha, NE 68137  EVS 6.1.1.0 Reporting Standard Standalone This Purchase Order is valid through December 8, 2024 (See Note  System Rental Order  1).  Blanco County, TX 10E Cypress St. Johnson City, TX78636 Quantity Part# 1 5050  Description  Price $550.00  Ext. Price $550.00  EMS WORKSTATION  DELL OPTIPLEX! 5050. Refurbished! EMSI DESKTOP. - Rental *This rentali is fort the Nov 2024 General Election and must be  returned by Dec 15h,2024. STANDALONE EMSI INSTALL  SERVICES  1 510210  $1,540.00  $1,540.00  Staging of EMS workstations at ES&S Technical Services lab. ol Includes thei installation, configuration, and testing of EMS Equipmenti iss shipped to customer. location. OF Physicali installation ofv workstation: and related hardware (Printer, UPS, etc.) performed by customer. EMSi installation: summary documentation providedto customer upon completion ofi installation.  workstation.  SHIPPING AND HANDLING  1 FREIGHT SHIPPING & HANDLING-EMS EQUIPMENT  $64.00  $64.00 $2,154.00  Order Total  Invoicing and Payment Terms:  100% of Order Totall Due Thirty (30) Calendar Days after the later of  Invoice.  (a) Equipment Delivery, or (b) Receipt of corresponding ES&S  Note 1: This Purchase Orderi is valid through the date set forth above (the "Expiration availability oft third party hardware and software, this Purchase Orders shalle the Customer does nots sign and return this Purchase Order for party equipment and: software components.  Date"). Duet toi fluctuating pricing and expire and be ofr no furthert force and effecti int the event  Purchase ordere expires, ES&S shall provide the Customer execution by ES&S, prior tot the Expiration Date. Int thee event this  andt third  with a new purchase order which include  mayi  changes ini both pricing  Page 1of2    Note 2: Unless otherwise indicated, any applicable (City & State) sales taxes have not Note 4:1 Third Party Items are purchased directly from the component manufacturers ES&S sufficient time to receive, configure, deliver andi install the Customer sign and return the Purchase Ordera at leasts Items. ES&S shall not be responsible for  responsibility of Customer. Note 3: Network Cablingi is not included.  beeni included inj pricing anda are the: sole and lead times may vary. In order to allow  Third-Parly Items, ES&S strongly recommends thatt the scheduled: subject to ES&S' receipt and configuration oft the Third-Party  Delivery andi installation at Customer's location shall be sixty (60) calendar days priort to the Customer's expected delivery date. components of any Third-Parly Items. any delays caused bys supply chains shortages or availability of any parts or substitutions are oft the same or greater quality and suchs substitutions software components contained herein provideds such  Note 5: ES&S reserves ther right tos substitute third party equipment and Bys signing below, Customer acknowledges that ES&Si is purchasing the resale to Customer, and that the proprietary: and intellectual than ES&S ("Third Parties"). Customerf further all documentation andy warranties fori the Third  meet any applicable requirements in order to be usedi in third party items set forth herein ("Third Party Items")f for property rights to the Third Party Items are owned by parties other and tot the Third Parties. ES&S shall provide Customer with copies of  ofi itsr rights and obligations with respect thereto acknowledges flowf from thate excepti fort the payment tol ES&S1 for the Third Party Items, all  Party Items which are provided to ES&S.  Customer Signature Title  Date  Page 2of2