ES&S+Voting+System+Amendment+12.pdf

TWELFTH AMENDMENT TO AGREEMENT

This Twelfth Amendment (“Amendment”) shall be deemed a material part of that certain Technology Contract: Voting Tabulation System Replacement Contract by and between the state of North Dakota, acting through Its Office of Management and Budget, State Procurement Office and its Secretary of State, Elections Units (“State”) and Election Systems & Software, LLC, a Delaware limited liability company (“Contractor”) dated June 28, 2019 (“Original Contract”) as amended by that certain First Amendment to Agreement dated September 26, 2019 (“First Amendment”) and that certain Second Amendment dated October 25, 2019 (“Second Amendment”), that certain Third Amendment dated November 1, 2019 (“Third Amendment), that certain Fourth Amendment to Agreement dated March 31, 2020 (“Fourth Amendment”), that certain Fifth Amendment to Agreement dated July 7, 2020 (“Fifth Amendment”), that certain Sixth Amendment to Agreement dated September 16, 2020 (“Sixth Amendment”), that certain Seventh Amendment to Agreement dated December 21, 2020 (“Seventh Amendment”), that certain Eighth Amendment to Agreement dated October 20, 2021 (“Eighth Amendment”), that certain Ninth Amendment to Agreement dated October 19, 2022 (“Ninth Amendment”), that certain Tenth Amendment to Agreement dated September 6, 2023 (“Tenth Amendment’), and that certain Eleventh Amendment to Agreement dated November 9, 2023 (“Eleventh Amendment’). The Original Contract, First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Sixth Amendment, Seventh Amendment, Eighth Amendment, Ninth Amendment, Tenth Amendment, and Eleventh Amendment are collectively referred to herein as the “Contract.” The terms of this Amendment shall modify and supersede any and all inconsistent terms of the Contract. Capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the Contract.

RECITALS

WHEREAS, Contractor and State entered into the Contract under which Contractor will be providing equipment, licensing software and performing certain services for State;

WHEREAS, both Contractor and State wish to extend the Contract and recognize the annual cost for the extension.

WHEREAS, the Contract is a valid and subsisting agreement between Contractor and State and both parties shall continue to be bound by the terms and conditions of the Contract not otherwise amended herein.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. Compensation, Contract Section 5. The parties agree STATE will pay the following annual cost for the ongoing hardware and software maintenance & support:

Annual Maintenance Fees (1/1/2025 – 12/31/2025) Qty Description Total Cost

Annual Post-Warranty Hardware Maintenance and Support Fees 454 HMA DS200 - Extended Warranty with Annual Maintenance $86,487.00

HMA ExpressVote 2.1 BMD - Extended Warranty with Annual Maintenance

$62,985.00

58 HMA DS450 - Extended Warranty with Annual Maintenance $163,081.50

Annual Post-Warranty Firmware License and Maintenance and Support Fees 454 Firmware License - DS200 $37,341.50 510 Firmware License - ExpressVote 2.1 $34,042.50 58 Firmware License - DS450 $94,090.50

Total Cost – Annual Fees $478,028.00

Annual Maintenance Fees (3/1/2025 – 12/31/2025) Qty Description Total Cost

Annual Post-Warranty Hardware Maintenance and Support Fees

HMA ExpressVote 2.1 BMD - Extended Warranty with Annual Maintenance

$205.80

Annual Post-Warranty Firmware License and Maintenance and Support Fees 2 Firmware License – ExpressVote 2.1 $111.20

Total Cost – Annual Fees $317.00

Except as amended herein, the remaining terms and conditions of Section 5 shall remain in full force and effect.

2. Term of Contract, Contract Section 7. The parties wish to extend the Contract for a period of twelve months. The Contract expiration is changed to December 31, 2025. No renewal or extension options remain; however, the Contract has a Renegotiation Option.

Except as amended herein, the remaining terms and conditions of Section 7 shall remain in full force and effect.

3. Insurance, Contract Section 20. Pursuant to 2021 House Bill 1057, the statutory caps on State liability (N.D.C.C. § 32-12.2-02) increase each year starting July 1, 2022 through July 1, 2026. Therefore, the insurance requirements are hereby amended as follows, listed by subsection:

a. Subsection a: Commercial general liability, including premises or operations, contractual, and products or completed operations coverages (if applicable), with minimum liability limits of $2,000,000 per occurrence.

b. Subsection b: Automobile liability, including Owned (if any), Hired, and Non-Owned automobiles, with minimum liability limits of $500,000 per person and $2,000,000 per occurrence.

c. Subsection d: Employer’s liability or “stop gap” insurance of not less than $2,000,000 as an endorsement on the workers compensation or commercial general liability insurance.

Except as amended herein, the remaining terms and conditions of Section 20 shall remain in full force and effect.

4. Continuing Validity of Contract. Except as specifically set forth in this Amendment, all remaining terms and conditions of the Contract shall remain in full force and effect.

EXECUTED as of the day of , 2024.

ELECTION SYSTEMS & SOFTWARE, LLC. STATE OF NORTH DAKOTA

By: By:

Its: Its:

By:

Its:

By:

Its:

VP of Finance

Office of Management and Budget, State Procurement Office

Information Technology Department

Secretary of State, Elections Unit

21 November https://na2.documents.adobe.com/verifier?tx=CBJCHBCAABAAlKEhS85nOab32PljNiRa-wGpoYHRv2k8 https://na2.documents.adobe.com/verifier?tx=CBJCHBCAABAAlKEhS85nOab32PljNiRa-wGpoYHRv2k8

Secretary of State- Voting System Amendment Final Audit Report 2024-11-21

Created: 2024-11-21

By: Tricia Opp (topp@nd.gov)

Status: Signed

Transaction ID: CBJCHBCAABAAlKEhS85nOab32PljNiRa-wGpoYHRv2k8

"Secretary of State- Voting System Amendment" History Document created by Tricia Opp (topp@nd.gov) 2024-11-21 - 1:09:21 AM GMT- IP address: 165.234.252.245

Document emailed to Greg Hoffman (gahoffman@nd.gov) for signature

2024-11-21 - 1:10:57 AM GMT

Email viewed by Greg Hoffman (gahoffman@nd.gov) 2024-11-21 - 6:11:20 PM GMT- IP address: 104.47.64.254

Document e-signed by Greg Hoffman (gahoffman@nd.gov) Signature Date: 2024-11-21 - 6:11:29 PM GMT - Time Source: server- IP address: 165.234.248.3

Document emailed to Sandra McMerty (slmcmerty@nd.gov) for signature

2024-11-21 - 6:11:32 PM GMT

Email viewed by Sandra McMerty (slmcmerty@nd.gov) 2024-11-21 - 7:28:34 PM GMT- IP address: 104.47.65.254

Document e-signed by Sandra McMerty (slmcmerty@nd.gov) Signature Date: 2024-11-21 - 7:28:54 PM GMT - Time Source: server- IP address: 165.234.253.46

Agreement completed.

2024-11-21 - 7:28:54 PM GMT