|
penalty, cost, amount paid in settlement or fee which is caused by Customer's election not to receive, or
<br /> to terminate, the Hardware Mainfenance Services.
<br /> 7. Excusable Nonperformance. If ES&S is delayed or prevented from performing its
<br /> obligations under this Agreement due to any cause beyond its reasonable control, including, but not
<br /> limited to, natural disaster, fire, flood, unusually severe weather, terrorism, insurrection, war,
<br /> communications or transportation disruptions, Acts of God, labor disputes and governmental regulations,
<br /> the delay shall be excused during the continuance of, and to the extent of, such cause, and the period of
<br /> performance shall be extended to the extent necessary to allow performance after the cause of delay has
<br /> been removed. ES&S agrees to work with Customer, at Customer's request, to develop mutually
<br /> agreeable alternatives in order to minimize the negative impact of any such delay.
<br /> 8. Notice. Any notice or other communication required or permitted hereunder shall be in
<br /> writing, and will be deemed given when delivered personally, sent by con�rmed facsimile transmission,
<br /> sent by commercial overnight courier (with written verification of receipt) or sent by registered or certified
<br /> mail, return receipt requested, postage prepaid, when the return receipt is received. All communications
<br /> shall be sent to the attention of the persons listed on the signature page to this Agreement and at the
<br /> addresses or facsimile numbers set forth on such signature page unless other names, addresses or fax
<br /> numbers are provided by either or both parties in accordance herewith.
<br /> 9. Entire Aqreement. This Agreement, including Attachment 1 (which is specifically
<br /> incorporated herein by this reference), contains the entire agreement of the parties with respect to the
<br /> subject matter hereof and supersedes and replaces any and all other prior or contemporaneous
<br /> discussions, negotiations, agreements or understandings beiween the parties, whether written or oral,
<br /> regarding the subject matter hereof. Any provision of any purchase order, form or other agreement which
<br /> conflicts with or is in addition to the provisions of this Agreement shall be of no force or effect. This
<br /> Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota
<br /> without regard to its conflicts of laws principles. Except in the case of a sale, transfer or assignment of all
<br /> or substantially all of the assets of ES&S to a successor who has asserted its intent to continue the
<br /> business of ES&S, neither party may assign or transfer this Agreement without the prior written consent
<br /> of the other party hereto, such consent not to be unreasonably withheld or conditioned, nor unduly
<br /> delayed. ES&S may engage duly qualified subcontractors to perform certain of the Hardware
<br /> Maintenance Services, but shall remain fully responsible for such performance.
<br /> 10. Counterparts; Execution Bv Facsimile. This Agreement may be executed in two or
<br /> more counterparts, each of which shall be deemed an original, but which together shall constitute one
<br /> and the same instrument. The parties may execute this Agreement and exchange counterparts of the
<br /> signature pages by means of facsimile transmission, and the receipt of such executed counterparts by
<br /> facsimile transmission shall be binding on the parties. Following such exchange, the parties shall
<br /> promptly exchange original versions of such signature pages.
<br /> IN WITNESS WHEREOF, this Agreement has been executed effective as of the date it is signed
<br /> by the last of the parties hereto.
<br /> ELECTION SYSTEMS & SOFTWARE, INC. HENNEPIN COUNTY, MINNESOTA
<br /> 11208 John Galt Boulevard Elections—A600
<br /> Omaha, NE 68137 300 South 6�h St
<br /> Fax No.: (402)970-1276 Minneapolis, MN 55487
<br /> Signature Signature
<br /> Name (Printed or Typed) Name (Printed or Typed)
<br /> Page 4 of 5 4
<br />
|