01-09-2006 Council Packet - Laserfiche WebLink

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Addendum A ELECTION SYSTEMS & SOFTWARE, INC. POST WARRANTY HARDWARE MAINTENANCE SERVICE AGREEMENT THIS HARDWARE MAINTENANCE SERVICE AGREEMENT ("Agreement") is made effective as of the date set forth below, by and between Election Systems & Software, Inc., a Delaware corporation ("ES&S")and Hennepin County, MN ("Customer'). RECITALS: A. ES&S has sold to Customer the proprietary voter tabulation equipment described on Attachment 1 (the "Hardware"), and Customer now desires to obtain preventative and remedial maintenance services for the Hardware. B. ES&S has agreed to provide such services, subject to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the foregoing recitals (which are specifically incorporated herein by this reference) and the mutual representations, warranties, covenants and agreements set forth below, the parties hereby agree as follows: 1. Term; Termination. This Agreement shall be in effect for a one-year period beginning on July 1, 2005 (the "Hardware Maintenance Term"). The Hardware Maintenance Term shall automatically renew for an unlimited number of successive one year periods until this Agreement is terminated by the first to occur of (a) Customer's election to terminate it at any time without cause, which shall be given at least sixty (60) days prior to the termination date, (b) the date which is thirty (30) days after either party notifies the other that it has materially breached this Agreement, if the breaching party fails to cure such breach (except for a breach pursuant to subsection (c), which will require no notice), or (c) the date which is thirty (30) days after Customer fails to pay any amount due to ES&S under this Agreement. The termination of this Agreement shall not relieve Customer of its liability to pay any amounts due to ES&S hereunder and shall not entitle Customer to a refund of any fees already paid to ES&S. 2. Services. Subject to the terms and conditions of this Agreement, ES&S shall provide to Customer the Routine Maintenance Services and Remedial Maintenance Services described in Section 3 with respect to the Hardware (collectively the "Hardware Maintenance Services"). 3. Maintenance Services. Hardware Maintenance Services shail be subject to the following terms and conditions: a. Inspection. If Customer has not received maintenance services from ES&S for any item of Hardware during the 12 months immediately preceding the effective date of this Agreement, ES&S may require Customer to allow it to inspect such Hardware before it provides any Hardware Maintenance Services therefor. The purpose of such inspection shall be to determine whether or not the item of Hardware is fit for the ordinary purpose for which it is to be used, normal wear and tear excepted ("Normal Working Condition"). The cost of such inspection will be at the current published ES&S rate and shall be due from Customer within 30 days of its receipt of ES&S' invoice therefor. If such item is not in Normal Working Condition, ES&S, at the option of Customer, (i) shall provide such repairs and replacements as it deems reasonable and necessary to restore such item to Normal Working Condition, at Customer's expense with respect to the cost of any parts used in such repairs or replacements and with respect to ES&S' Out-Of- Pocket Expenses, or (ii) shail not provide any Hardware Maintenance Services with respect to such item of Hardware. For purposes of this Agreement, "Out-Of-Pocket Expenses" shatl mean all travel, meal and lodging expenses incurred by ES&S employees or authorized representatives ("ES&S Representatives") who are required to travel to Customer's Designated Location to provide services.