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2227 145TH Ave. N.W. Andover, MN 55304
<br /> (612)-757-6693 (612)-757-3696
<br /> attempt to remedy any deficiencies for so long a period of time as, in the reasonable
<br /> judgment of Embedded Systems, Inc., such attempt is justified. If Embedded Systems, Inc.
<br /> further reasonably determines that the nature of the deficiency precludes remedy by
<br /> correction or modification then Embedded Systems, Inc. shall have the right to fully satisfy
<br /> its warranty obligation hereunder by refunding to the City all sums incurred and paid for
<br /> maintenance service of the unit since the most recent inspection or test whicl~ indicated such
<br /> unit to be operating/mproperly.
<br /> Embedded Systems, Inc. shall have a continuing duty to supply the city w/th the telephone
<br /> and facsimile machine numbers of Embedded Systems, Inc. and of any changes of such
<br /> numbers.
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<br /> 6. CITY RESPONSIB]~LIT~S AND WARRANTIES
<br /> City shall have the continuing duty to designate one or more persons employed by or under
<br /> the control of the City who shall have the duty of act:ing on behalf of the City as a point(s) of
<br /> contact with Embedded Systems, Inc. personnel to assure the expeditious execution of the
<br /> work required by th/s agreement. Further, the city shall have the continuing duty to supply
<br /> Embedded Systems, Inc. at all times with a current, up-to-date list of such persons. Such list
<br /> shall include, at a minimum, the name, telephone number, facsimile machine number and
<br /> address of each such person and times of the day and week that each such person can be
<br /> contacted by Embedded Systems, Inc. personnel for purposes set out in this agreement.
<br /> City shall make easily available to Embedded Systems, Inc., in emergency situations, on
<br /> holidays, and otherwfse, any keys, permissions, or other requirements for access to the
<br /> equipment to be maintained under this agreement. City shall at its expense provide
<br /> Embedded Systems, Inc. with siren numbers and locations for all units covered by this
<br /> agreement.
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<br /> City further warrants that it is free, as of the date of ti'tis agreement, of any contractual
<br /> obligations that would prevent it from entering into th_is agreement, and that the offer of
<br /> Embedded Systems, Inc. to provide maintenance services and/or products in connection with
<br /> this agreement in no way has caused or induced or will cause or induce the City to breach
<br /> any contractual duties or obligations.
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<br /> 7. INDEM2q/2~ AND HOLD HARMLESS
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<br />Embedded Systems, Inc. shall defend, indemnify and hold harmless City from and against
<br />any and ali liability, damage, claims, or loss, including reasonable attorney's fees and costs,
<br />occurring during the term of this agreement arisq._ng from a breach by Embedded Systems,
<br />Inc. of the performance of its obligation under this agreement. City shall defend, indemnify
<br />and hold harmless Embedded Systems, Inc. from and against any and all liability, damage,
<br />claims, or loss including reasonable attorney's fees and costs, arising from or related in any
<br />way to the ownership, operation or use by City of the units and related equipment covered by
<br />this agreement, or arising from or related in any way to the neglect of failure of the City to
<br />properly maintain the parts of the unit other than the receiver/decoder.
<br />The obligations of the parties under this paragraph 7 shall continue in full force and effect
<br />notwithstanding the termination of this agreement.
<br />8. GENERAL
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<br /> 8.1 Any assignment of this agreement without the express wr/tten mutual consent of City
<br /> and Embedded Systems, Inc. shall be void.
<br /> 8.2 Any notice herein required or permitted to be given or served by either party hereto
<br /> upon the other shall be deemed given or served in accordance with he provisions of this
<br /> agreement if delivered personally, if to Embedded Systems, Inc., to an officer of
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