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AGREEMENT
Agreement No. 19-227
3 THIS AGREEMENT ("Agreement") is made and entered into this 14th day of May, 2019, by and
4 between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to
5 as "COUNTY" or"County'' or"Licensee", and DOMINION VOTING SYSTEMS, INC., located at 1201 18th
6 Street, Suite 210, Denver, CO 80202, hereinafter referred to as "CONTRACTOR" or "Licensor" or
7 "Dominion". COUNTY and CONTRACTOR may each be referred to herein as "Party'' or collectively as
8 "Parties".
9 W I T N E S S ET H :
10 WHEREAS, CONTRACTOR is qualified to provide the products and services identified herein to
11 enable the COUNTY to provide elections services mandated by State law;
12 WHEREAS, the COUNTY is purchasing from CONTRACTOR a comprehensive voting system
13 and software, meeting the design and requirements provided in California Senate Bill (SB) 450 as well
14 as any and all applicable federal, state, and local election code requirements and the ability to fully support
15 a Vote Center structure for COUNTY; and,
16 WHEREAS, the Licensee wishes the Licensor to grant to it a license to use the Software as defined
17 in this Agreement and the Licensor is agreeable to granting such a license subject to the terms and
18 conditions in this Agreement
19 NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
20 contained, the Parties hereto agree as follows:
21 1. OBLIGATIONS OF THE CONTRACTOR
22 A. CONTRACTOR shall provide the Software, products and services identified in
23 Exhibit A, which exhibit is attached hereto and incorporated herein by this reference .
24 B. CONTRACTOR shall possess and maintain all necessary licenses, permits,
25 certificates and credentials required by the laws of the United States, the State of California, County of
26 Fresno and all other appropriate governmental agencies, including any certification and credentials
27 required by COUNTY. Failure to maintain the licenses, permits, certificates, and credentials shall be
28 deemed a breach of this Agreement under Section 5. TERMINATION herein.
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1 20. AUTHORITY TO EXECUTE AGREEMENT: Each person signing this Agreement warrants
2 they have the authority, as a duly authorized representative of the entity, to bind that entity to all terms and
3 provisions of this Agreement.
4 21. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the
5 CONTRACTOR and COUNTY with respect to the subject matter hereof and supersedes all previous
6 Agreement negotiations, proposals, comm itments, writings, advertisements, publications, and
7 understanding of any nature whatsoever unless expressly included in this Agreement The parties have
8 attached hereto as Exhibits A and B CONTRACTOR'S proposed form of agreement and schedules hereto.
9 However, Exhibits A and B and their schedules do not control over the terms of this Agreement. In the
10 event of any inconsistency in interpreting the documents which constitute this Agreement, the inconsistency
11 shall be resolved by giving precedence in the following order of priority: (1) the text of this Agreement
12 (excluding Exhibits A , B and C); (2) the text of this Agreement including Exhibits A , B and C.
13 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
14 first hereinabove written.
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Nathan Magsig, Chairm~AMne Board of
Supervisors of the County of Fresno
Micha el Frontera , Ex ecut ive Vice President
Print Name & Title
1201 18th St., Suite 210
Den ver, CO 80202
Mailing Address
FOR ACCOUNTING USE ONLY:
Fund:0001
ATTEST:
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno, State of California
28 Subclass :10000
t rg :28500 50 0
Accou nt :7295 ,8300
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