05/12/1992 Agreement6.
DATA GENERAL CORPORATION/MONROE COUNTY, FLORIDA
LEASE PURCHASE CONTRACT
THIS CONTRACT is made and entered into by and between Monroe
County, Florida, hereinafter referred to as Lessee, and Data
General Corporation, hereinafter referred to as Lessor, this
12th day of May, 1992.
WHEREAS, the Lessee wishes to enter into a lease/purchase
for the equipment (Equipment) described in any Equipment Schedule
(Equipment Schedule) with the Lessor who offers for lease and
sale such Equipment; and
WHEREAS, Lessee is a political subdivision of the State of
Florida which, in the course of providing general governmental
services, is desirous of obtaining Equipment of the type offered
by the Lessor; and
WHEREAS, Lessor wishes to provide such Equipment for lease
and sale; and is in the business of manufacturing, selling, and
leasing equipment suitable for the purposes intended by the
Lessee; now, therefore:
W I T N E S S E T H:
EQUIPMENT. Each unit of the Equipment contemplated to be
lease and purchased under this Contract shall be separately
identified in the Equipment Schedule, attached as Exhibit A, and
each shall be referred to as a Commercial Unit. The phrase
"Commercial Unit" shall be defined as provided in Section
672.105(6), Florida Statutes. This Contract, including any
attachments and supplements hereto, constitutes the sole
agreement between Lessor and Lessee for the lease and purchase of
the Equipment described in the Equipment Schedule.
PAYMENT. Lessee shall evidence its acceptance of the
Equipment by executing and delivering to Lessor a commencement
certificate (Commencement Certificate), in form acceptable to
Lessor, on the date the Equipment is installed by the Lessor in
good working order in accordance with then current installation
and start-up specifications applicable to such Equipment. The
date the commencement certificate is delivered to the Lessor
shall be the commencement date.
Lessee promises to make an initial payment of $5,242.01 to
Lessor within thirty (30) days of the delivery of the com-
mencement certificate. Thereafter, the Lessee shall make the
monthly payments set forth in the Payment Schedule attached as
Exhibit B. At the time of the final payment, the Lessee may
exercise an option to purchase the Equipment upon the payment of
an additional $100.00. If Lessee does not exercise the purchase
option, the Equipment shall be promptly returned to the Lessor in
its "as is" condition. Notwithstanding any claim or dispute
which may arise hereafter between Lessee and Lessor, Lessee will
make all pay- ments due hereunder in full unless there is a
repudiation of this Contract by Lessor or a default by Lessor, as
described in the paragraph of this Contract captioned "Default."
W
Lessee hereby covenants to take such actions as are necessary
under the Laws of Florida to plan and budget for a sufficient
appropriation of funds to discharge its obligations to make all
payments required under this Contract when due.
TITLE. Title and Ownership of each Commercial Unit of the
Equipment and any and all replacements, substitutions and repairs
thereto, shall remain in the Lessor until the exercise of the
option to purchase. The Equipment shall remain personal property
and shall not become real property. Lessee will not suffer or
permit any lien or encumbrance of any kind against the Equipment.
The Lessee shall pay when due any and all sales or use
taxes, assessments, franchise fees, levies, or other governmental
charges lawfully levied against any such Commercial Unit of the
Equipment or its use. Lessee shall timely contest the levy of
any sales or use tax, assessment, franchise fee, levy or other
governmental charge deemed by Lessee to be unlawfully levied. It
is hereby acknowledged between the parties hereto that Lessee
considers itself a nontaxable entity and not usually and custom-
arily subject to the imposition of any sales or use tax, assess-
ment, franchise fee, levy, or other governmental charge levied
for Lessee's use, lease or purchase of any Commercial Unit of the
Equipment.
WARRANTIES AND LIMITATION OF LIABILITY. The warranty period
shall run ninety (90) days from the commencement date. If a
Commercial Unit of the Equipment fails to be suitable for the
Lessee's intended purpose, or fails due to material or
workmanship during the warranty period, then the Lessor, at the
Lessor's option, shall repair or replace the Commercial Unit at
3
Lessor's expense, provided however, that Lessee promptly notifies
the Lessor of the failure of the Commercial Unit.
EXCEPT AS PROVIDED HEREIN, THERE ARE NO OTHER WARRANTIES,
EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, FOR THE
PRODUCTS OR SERVICES FURNISHED HEREUNDER OR IN CONNECTION HERE-
WITH. EXCEPT AS PROVIDED HEREIN, LESSOR DISCLAIMS ALL WARRANTIES
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE.
IN NO EVENT SHALL THE LESSOR BE LIABLE FOR ANY INCIDENTAL,
INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING
DAMAGES RESULTING FROM LOSS OF USE OF LOST DATA EVEN IF LESSOR
KNEW OR SHOULD HAVE KNOWN THE POSSIBILITY THEREOF EXCEPT IN THE
CASE OF PATENT INFRINGEMENT AS FURTHER PROVIDED HEREIN.
PATENT INFRINGEMENT. At Lessor's expense, Lessor shall
defend any suit against the Lessee to the extent based on a claim
of infringement of a U.S. patent by any Commercial Unit of the
Equipment leased or purchased under this Contract and shall pay
damages awarded by a court of final appeal attributable to such
claim provided Lessee notifies the Lessor promptly in writing of
the claims, gives the Lessor sole control of the defense and
settlement of the claims and provides Lessor all available
information, assistance and authority to defend. Should any of
the Commercial Units which are the subject of this lease purchase
agreement become or, in Lessor's opinion, likely to become the
subject of a claim of infringement, Lessor shall have the option
to obtain for the Lessee the right to use the Commercial Unit(s),
or to replace or modify the Commercial Unit(s) so that it becomes
noninfringing, or if neither of the foregoing alternatives is
4
commercially feasible, to accept return of the Commercial
Unit(s) and refund all lease payments made up to the date of
return plus, if applicable, the purchase option payment. The
Lessor shall have no liability for any infringement or claim
thereof based: (i) the use of Commercial Units furnished hereun-
der in combination with any equipment not furnished by the
Lessor; (ii) the result of Lessor's compliance with the designs
of the Lessee; (iii) the alteration of the Commercial Units other
than by Lessor; or (iv) a patent in which the Lessee has a direct
or indirect interest. LESSOR DISCLAIMS ALL OTHER LIABILITY,
INCLUDING ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR
INFRINGEMENT BY LESSOR'S EQUIPMENT. This paragraph shall survive
the termination of this Contract.
INSURANCE. Lessee is covered under a program of
self-insurance. Lessee hereby certifies the existence of a
continuing self-insurance program insuring the full insurable
value of each Commercial Unit of the Equipment against loss from
fire and other hazards during the term of this Contract. Lessee
shall provide a minimum of ten (10) days written notice to Lessor
of any change or cancellation of said self-insurance program. In
the event said self-insurance program is unavailable or terminat-
ed, Lessee agrees to procure and maintain with a carrier au-
thorized to do business in Florida and acceptable to Lessor,
which acceptance shall not be unreasonably withheld, fire, theft,
and extended coverage insurance on the Equipment naming Lessor as
loss payee, insuring to full insurable value against risk of loss
or damage, and providing for a minimum of ten (10) days written
5
notice of change or cancellation to Lessor. Lessee shall provide
Lessor with copies of certificates of the insurance carrier or
carriers evidencing such insurance coverage. This Contract does
not provide for or require insurance coverage for bodily injury
and property damage to others.
Lessee shall bear the entire risk of loss, theft, de-
struction or damage to the Equipment from any cause whatsoever or
requisition of the Equipment by a governmental entity, or the
taking of the Equipment by eminent domain or otherwise (collec-
tively, Loss). Lessee shall advise Lessor in writing within ten
(10) days of any such Loss. Except as provided below, no such
Loss shall relieve Lessee of the obligation to make payments
hereunder. In the event of any such Loss, Lessor at its own
option may: (a) if the Loss has not materially impaired the
Equipment (in Lessor's reasonable judgment), require Lessee, upon
Lessor's demand, to place the Equipment in good condition and
repair reasonably satisfactory to Lessor; or (b) if the Loss has
materially impaired the Equipment (in Lessor's reasonable judg-
ment), require Lessee, upon Lessor's demand, to pay Lessor the
following amounts on the date the next payment is due: (i) all
outstanding lease amounts under the Lessee Payment Schedule,
including the payment due on such date, and (ii) an amount equal
to the option payment. In the event that Lessee is obligated to
make such payment with respect to less than all of the Equipment,
Lessor will advise Lessee of the lease payments and proportional
amount of the option payment to be paid by Lessee with respect to
such Equipment that has suffered the Loss, which amount Lessee
1.1
shall promptly pay Lessor. The Lease Payment Schedule and option
payment shall be revised accordingly. Lessor will make the
proceeds of any property insurance maintained by Lessee under
this Contract available to Lessee for the purposes of this
Section if no default has occurred and is continuing.
DEFAULT. Time is of the essence hereof and if Lessee shall
fail to pay when due any lease payment or otherwise fail to
observe, keep, or perform any provision of this Contract required
to be observed, kept, or performed, then Lessee shall be deemed
to be in default with respect to the purchase of each Commercial
Unit of Equipment directly affected by such failure and unless
Lessee causes such default to be cured within thirty (30) days
after receipt of written notice thereof from Lessor, at the
expiration of such notice period, the balance of all the lease
payments and the option payment due or which will become due
hereunder with respect to lease purchase of each such Commercial
Unit of Equipment shall immediately become due and payable. If
any of the foregoing occurs, Lessor shall have all the rights and
remedies available under Florida law, except that Lessor shall
not be entitled to recover any indirect or consequential damages
or loss resulting from Lessee failing to pay a lease payment or
option payment to become due with respect to any Commercial Unit
of Equipment so affected after such default has occurred. If
Lessor shall repudiate performance under this Contract, or if
Lessor shall otherwise fail to observe, keep, or perform any
provision of this Contract required to be observed, kept, or
performed, then, unless the default impairs the value of the
7
whole contract, Lessor shall be in default with respect only to
such Commercial Unit which is directly affected by the default of
failure of Lessor and unless Lessor causes such default to be
cured within thirty (30) days after receipt of written notice
thereof from Lessee, upon default by Lessor, Lessee shall be
possessed of all the rights and remedies of a Lessee in a lease
purchase contract available under the statutory and common law of
Florida.
USE AND LOCATION OF EQUIPMENT. Each Commercial Unit of the
Equipment shall be kept at its installation address and shall not
be moved without Lessee providing prior written notice thereof to
Lessor. Lessee shall not use or deal with any Commercial Unit of
the Equipment in any manner which is inconsistent with the terms
of this Contract, any policy of insurance referred to herein, or
any applicable laws, codes, ordinances and regulations. Lessee
shall not allow any Commercial Unit of Equipment to be misused,
abused, or wasted, or allowed to deteriorate, except for ordinary
wear and tear resulting from its intended use. Lessor shall have
the right to inspect any Commercial Unit of the Equipment at any
reasonable time, wherever located.
ASSIGNMENT. Lessee shall not sublease any Commercial Units
of Equipment or assign its interest in this Equipment without the
written permission of the Lessor. Lessee shall give Lessor not
fewer than thirty (30) days prior written notice of any proposed
sublease, or assignment of any Commercial Unit of the Equipment
acquired during the term of this Contract. Such notice shall
identify each Commercial Unit of the Equipment to be subleased or
Es3
assigned and the date upon which such sublease or assignment is
to be effective. If any Commercial Unit of the Equipment is to
be subleased or assigned, Lessee, at Lessor's option, will pay to
Lessor within thirty (30) days from the effective date thereof,
the total unpaid balance of the lease payments due or which will
become due hereunder plus the option payment with respect to each
such Commercial Unit of Equipment. Lessor may assign any part or
all of its interest under this Contract upon prior written notice
to Lessee. In the event of an assignment, Lessee shall
thereafter perform all the promises provided in this Contract to
be performed by Lessee to such assignee or transferee. However,
no such assignment or transfer shall impair Lessor's obligation
to provide Lessee with the performance provided in this Contract
and, in the event of any such assignment or transfer Lessee's
rights to assert any claim or defenses it may have under this
Contract shall not be impaired as against Lessor, or its
assignee, or transferee.
NOTICES. It is agreed that thirty (30) calendar days shall
constitute reasonable notice for the exercise of any right held
by either party to this Contract. All notices or other commu-
nications required or permitted to be given pursuant to this
Contract and by law shall be in writing and shall be valid and
sufficient if delivered by hand or dispatched through the US
Postal Service by Registered or Certified first class mail,
Return Receipt Requested, postage prepaid to the address(es) set
forth first herein, or such other addresses as either party shall
notify the other in writing. No additional notice need be given
to the installation address(es). Notices dispatched through the
N
US Postal Service by Registered or Certified first class mail,
Return Receipt Requested, shall be given upon the date received
by addressee, as indicated in the executed Return Receipt.
In the event any notice, which has been dispatched in
accordance with this paragraph, is refused acceptance of delivery
by the party to whom addressed, notice shall be deemed to have
been given as of the date of the first attempt by the US Postal
Service to deliver same.
GENERAL. No delay or omission to exercise any right, power,
or remedy accruing to Lessor or Lessee upon breach or default by
either party under this Contract shall impair any such right,
power, or remedy of Lessor or Lessee; nor shall any such any such
delay or omission be construed as a waiver of any such breach or
default, or any similar breach or default thereafter occurring;
nor shall any waiver of a single breach or default be deemed a
waiver of any such subsequent breach or default. All waivers
must be in writing.
This Contract shall be deemed to have been executed and
entered into within the State of Florida and any dispute arising
hereunder shall be governed by the laws of Florida. Venue for
any dispute hereunder shall be in a court of competent jurisdic-
tion in Monroe County, Florida. Any provision of this Contract
in violation of the laws of the State of Florida shall be inef-
fective to the extent of such violation, without invalidating the
remaining provisions of this Contract. This Contract shall not
be construed against a party because that party wrote it.
10
The section headings used herein are for convenience only
and shall have no significance in the interpretation of this
Contract.
If delivery of the Equipment is not made at the time of the
execution of this Contract, Lessor may insert the serial number
and other marks used by Lessor to identify the Equipment on this
Contract.
FUNDING. The Lessee is a political subdivision of the State
of Florida and is authorized by Section 125.031, Florida Stat-
utes, to enter into binding lease purchase agreements of this
type. Lessee has appropriated sufficient funds for the first
fiscal year of this Contract and shall appropriate funds in each
and every following fiscal year in an amount sufficient to meet
its obligations under this Contract. Lessee shall not, however,
be obligated to appropriate funds necessary for the exercise of
the purchase option.
ESSENTIAL USE. Lessee represents that: (a) the use of the
Equipment is essential to its proper, efficient and economic
functioning or to the services that it provides to its citizens;
(b) Lessee has an immediate need for and expects to make immedi-
ate use of substantially all the Equipment, which need is not
temporary or expected to diminish in the foreseeable future; and
(c) the Equipment shall be used by the Lessee only for the
purpose of performing one or more of its governmental or propri-
etary functions consistent with the permissible scope of its
authority. Lessee shall be deemed to have reaffirmed these
11
representations each time it executes an Equipment Schedule or
Commencement Certificate.
LESSOR OR ASSIGNEE LIABLE FOR OWN ACTS. Except as may be
otherwise expressly provided for herein, the Lessee expressly
recognizes that Lessor or its assignee shall not be held liable
to Lessee except for the acts or omissions of their respective
officers, employees or agents, and shall not be otherwise liable
to Lessee for damages sustained by Lessee as a result of Lessee's
use or possession of the Equipment.
ENTIRE CONTRACT. The Equipment Schedule and Lease Payment
Schedule that are incorporated into this Contract constitute one
contract between Lessee and Lessor with reference to the lease
purchase of each Commercial Unit of the Equipment described in
the Equipment Schedule, which contract supersedes any and all
prior written or oral agreements, and shall not be modified
except in writing signed by both parties.
NOTICE TO LESSOR. Lessee hereby represents that it is a
political subdivision of the State of Florida (the State), duly
organized, existing and operating under the constitution and laws
of the State; that: (a) Lessee is authorized and has power under
State law to enter into the Contract, all Equipment Schedules and
Payment Schedules, and other related documents, and to carry out
its obligations thereunder and the transactions contemplated
thereby; (b) all such documents have been duly authorized,
approved, executed and delivered by and on behalf of Lessee, and
constitute valid and binding contracts of Lessee enforceable in
accordance with their terms, except to the extent limited by
12
State and Federal laws affecting remedies and by bankruptcy,
reorganization or other laws of general application relating to
or affecting the enforcement of creditor's rights; (c) the
authorization, approval and execution of the Contract, all
Equipment Schedules and Payment Schedules, and other related
documents, and all other proceedings of Lessee relating to the
transactions contemplated thereby have been performed in accor-
dance with all open meeting, public bidding and all other laws,
rules and regulations of the State; (d) the execution of the
Contract, the incorporated Equipment Schedule and Payment Sched-
ule, and other related documents, and the appropriation of moneys
to pay the payments coming due thereunder do not result in the
violation of any constitutional, statutory or other limitation
relating to the manner, form or amount of indebtedness which may
be incurred by Lessee; (e) to the best of its knowledge, there is
no litigation, action, suit or proceeding pending or before any
court, administrative agency, arbitrator or governmental body,
that challenges the organization or existence of Lessee; the
authority of its officers; the proper authorization, approval
and/or execution of the Contract, the Equipment Schedule and
Payment Schedule, or any other documents contemplated thereby;
the appropriation of moneys to make payments under the Contract
for Lessee's current and successive fiscal years; or the ability
of Lessee otherwise to perform its obligations under the Contract
and the transactions contemplated thereby; (f) approval for lease
of the Equipment referenced in Equipment Schedule was duly and
validly adopted by Lessee's governing body, and such approval has
13
not been amended or repealed and remains in full force and
effect. Lessee shall be deemed to have reaffirmed these rep-
resentations when it executes an the Commencement Certificate.
It is not the Lessee's intent to become a reseller or remarketer
of any of the Commercial Units of Equipment leased or purchased
pursuant to this Contract.
LESSEE ACKNOWLEDGES RECEIPT OF A TRUE COPY HEREOF AND THE
AGREEMENT HEREIN REFERRED TO.
IN WITNESS WHEREOF, the Parties hereto have caused this
Agreement to be executed by their respective representatives
hereunto duly authorized, all as of the day and year first above
written.
(SEAL)
Attest: DANNY KOLHAGE, Clerk
By R
DeputpTj Clerk
(SEAL)
Attest:
By_OL 1(. -�
Title /�--c,s,Af, / «.1 1%4,4efL
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By ��
Mayor/Chairman
DATA GENERAL CORPORATION
By
/" 1 1CHARD C. LEUCHTE:'
Title f
DATA GF14EFkAL
,% LEASING.;,"
APPROL'CD AS To rim
14
Exhibit A For Lease Purchase Contract
ITEM QTY MODEL
HARDWARE:
1 1
2 1
3 1
4 1
5 1
6 1
7 1
8 1
9 1
10 1
11 1
12 1
1s 1
14 1
15 1
16 1
17 1
SOFTWARE:
18 1
HIGH END
19 3
20 3
21 3
22 3
23 3
24 3
SOFTWARE:
25 3
26 1
Between Data General Corporation
And Monroe County, Florida
EQUIPMENT AND SOFTWARE
DESCRIPTION
G70365-E AV6225-20,64MB,20 SLOT RACKMOUNT BASE
7015 64MB MEMORY BOARD FOR AV5200/6200
7405-W AV6200-20 ETHERNET LAN CONTROLLER
4540-A THIN ETHERNET XCVR - BNC CONNECTOR
40028A 3 METER AUI CABLE
7421-W AV6200-20 S.E. SCSI CONTROLLER
7902-WF7 5.OGB DISK ARRAY SUBSYS FOR AV6200-20
7902-A 5GB HOT REPAIR ADD -IN TO DISK ARRAY
G6590-G 2GB 8MM CART/TAPE ADD TO CSS2 CHASSIS
G6754-AE CSS2 W/320/525MB QIC TAPE DRIVE
G6586-A ADD -ON 1600BPI 1/2" REEL TP DR-TBLTP
15378EO03 3 FT EXT SINGLE -ENDED SCSI CABLE
G6629-G 600MB CDROM DISK DRIVE ADD -IN TO CSS2
1537BE005 5 FT EXT SINGLE -ENDED SCSI CABLE
6682G-XX D217 GREEN DATA TERM W/O KBD/CABLE
G6488-A AT -STYLE KEYBOARD, 101 KEYS
G11221-G7 GRAY CPU CAB, 72"X34", US/US-JAPAN
P001APYlAN DG/UX OPER SYS W/X WIND 16 USER LIC
WORKSTATION CONFIGURATION/HARDWARE:
G70394 AV530 BASE SYSTEM, 33MHZ, 32MB MEMORY
G7206-A GRAPHIC PKG-AV400/410 19",8-HIT COLOR
G6685-F 1.OGB SCSI DISK ADD IN
G6677-F 320/525MB CTD ADD -IN
4540-A THIN ETHERNET XCVR - BNC CONNECTOR
40028A 3 METER AUI CABLE
P001AAQIAN DG/UX OPER SYS W/X WINDOWS 2 USE
DATA GENERAL HARDWARE MAINTENANCE (THREE YEARS)
Data General Corporation
DGC
Authoriz. A 'E
TITLE: FUNDING MANAGER
DATA GENERAL
DATE: LEASING
ATTEST:
By
Vl.
Title
ATTEST • DANNY L. KOIO AGE, C ERK
By
Deputy erk
The County of Monroe
Monroe County Board of Commissioners
Customer
Authorized Representative
TITLE: Mayor/Chairman
DATE: May 12, 1992
APPRCIIED AS TO FORM
Y.
By
F..�nDice
Date _ �'
Exhibit A For Lease Purchase Contract
Between Data General Corporation
And Monroe County, Florida;
Continued:
CONFIGURATION B
FOR FINANCIAL AND ADMINISTRATIVE REASONS, THE COUNTY OF MONROE; MONROE COUNTY
BOARD OF COMMISSIONERS (CUSTOMER) HAS REQUESTED THAT DATA GENERAL CORPORATION
(DGC) INCLUDE THIRD PARTY SOFTWARE AND/OR HARDWARE ON THIS EXHIBIT A.
CUSTOMER ACKNOWLEDGES THAT IT HAS MADE THE SELECTION OF EACH ITEM OF THIS
THIRD PARTY SOFTWARE AND/OR HARDWARE ON THIS SCHEDULE A BASED UPON ITS OWN
JUDGEMENT AND EXPRESSLY DISCLAIMS ANY RELIANCE UPON STATEMENTS MADE BY DGC.
THE CUSTOMER MUST LOOK DIRECTLY TO THE THIRD PARTY SOFTWARE AND/OR HARDWARE
VENDOR, FOR RESPONSIBILITY FOR THE PRODUCT(S).
NOTWITHSTANDING THE TERMS AND CONDITIONS OF MASTER INSTALLMENT PURCHASE
AGREEMENT NO. 12106, DGC SHALL HAVE NO RESPONSIBILITY NOR LIABILITY FOR THE
DELIVERY, INSTALLATION, PERFORMANCE OR OPERATION OF THIS THIRD PARTY SOFTWARE
AND/OR HARDWARE IN ANY WAY WHATSOEVER. DGC MAKES NO WARRANTIES, EXPRESS OR
IMPLIED, BY OPERATION OF LAW OR OTHERWISE, WITH RESPECT TO THE THIRD PARTY
SOFTWARE AND/OR HARDWARE. DGC DISCLAIMS ALL IMPLIED WARRANTIES OR
MERCHANTABILITY AND FITNESS FOR PURPOSE, EXCEPT AS PROVIDED HEREIN.
I QTY I MODEL NO I DESCRIPTION
(FROM ESRI'S QUOTATION #92Q-612-1019)
1
CA13
CALCOMP 36" & 48" LARGE FORMAT TABLET
1
CA16
MANUAL LIFT/MANUAL TILT BASE FOR LARGE FORMAT 3300s
1
ZZ5
HCL EXCEED/W X-EMULATION SOFTWARE
1
ZZ5
PC NFS FOR PC CONNECTION TO DG SERVERS TO RUN WORK-
STATION ARC/INFO
1
EF01
ARC/INFO 1ST FLOATING SEAT LICENSE W/DOC AND SOFTWARE
INSTALLATION KIT
1
EF07
NETWORK 1ST FLOATING SEAT LICENSE
1
EF19
COGO 1ST FLOATING SEAT LICENSE
2
EF02
ARC/INFO FLOATING SEAT LICENSE W/DOCUMENTATION
2
ED02
ARCVIEW FOR PCs
1
EP01
PC ARC/INFO 3.4D ALL MODULES WITH 90-DAY PRIMARY
MAINTENANCE
1
EY01L
ESRI INSTALLATION (MULTIPL WORKST19T IONS AT SAME SITE)
ATTEST:
( ATTE AN KOor GE, CLERK
By eputy Clerk
Title:
The Count of Mo oe• Monroe
Data General Corporation
2�
Author' epr sentative
ICHARD C. LEUCHTE
TITLE:
FUNDING MANAGER
DATE: %DATA GENERAL 9 �
LEA�S_I N?
County Board of ommissioners
CUSTOMER
Authorized Representative
TITLE: Mayor/Chairman
DATE: May 12, 1992
EXHIBIT B
FOR
LEASE PURCHASE CONTRACT
BETWEEN
DATA GENERAL CORPORATION
AND
THE COUNTY OF MONROE
MONROE COUNTY BOARD OF COMMI
Equipment Location:
Monroe County Board of
Commissioners
5100 Junior College Road
Key West, FL 33040
PAYMENT AMOUNT: $5 242.01*
60-1
FINANCING TERM: 6T Months
ORIGINAL PURCHASE PRICE: $272,312.40
*Starting
through
10-1-97
11-1-97
10-1-92 for
payment due
@ $40,846.86
@ $100.00 X-----"
Equipment and Software
SEE ATTACHED EXHIBIT A
This EXHIBIT B is hereby attached
LEASE PURCHASE CONTRACT. DGC and
Equipment and Software listed on
by the terms and conditions of th
Contract and this EXHIBIT B.
DATA GENERAL CORPORATION
n
BY
TITI, :04jNC)wc nn o,wAcER
DATE: DA' A GENERAL
LEASING 4zf/me_
ATTEST: -
By
Title eGS���� �CCOl1�� E'oll`�QU
60 payments
9/l/97 @ $5,242.01
ATTEST: �NNY L. OLHA , CLERK
By
Deputy C erk
and made a part of the above referenced
CUSTOMER hereby agree that the
the attached Exhibit B shall be governed
e above referenced Lease Purchase
THE COUNTY OF MONROE; MONROE
COUNTY BOARD OF COMMISSIONERS
BY: -��--� --
TITLE: Mayor/Chairman
DATE. May 12, 1992
APP!--_I'M AS TO FORM
AN." . F G1:
By
F,:amey
Data '--
PURCHASE OPTION AND AMORTIZATION SCHE.-,uE
TO EXECUTED CONTRACT #12106-001 BETWEEN
DATA GENERAL CORPORATION AND THE COUNTY
MONROE, MONROE COUNTY BOARD OF COMMISSIONERS
Month #
Purchase Option*
Month #
Purchase Option*
10E.8690
37
57.5612
a
105.8006
38
55.9345
3
104.6775
39
54.3003
4
103.5415
40
52.6500
102.3925
41
50.9834
6
2c
10i.9
42
49.3043
7
1Q0. ti393
43
47.6173
8
98.8795
44
45.9138
97.b197
45
44.8023
10
96.3865
46
42.4741
11
95.1396
47
40.7292
,0
93.87225
48
38.9760
13
92.5916
49
37.2059
14
91. Z968
50
35.4188
15
89.9814
51
33.6231
16
88.�519
52
31.8107,
17
87.3081
53
29.9801
18
85.947c
54
28.1374
19
84. 5747
5
26' `'Fj3
20
c0
83.1877
56
24.4379
21
81.1891
57
22.5809
80.1
58
20.7064
03
78.9479
59
18.8153
24
77.5078
60
16.9250
2
76.1,.530
26
74.5831
27
73.1010
28
71.6031
29
70.0911
30
68. SE45
APPROVED AS TO FORM
31
67.0309
a t
32
65.4819
a
=_
34
62. 3341
35
60.7666
59.1.718
*as a percent of Original Purchase Price on Executed Contract #12106-001.
Data General Corporation
DGC
AuthoMgBd TRR7EffeL&VLAdE
FUNDINS tAANAGER
Title: ,-,�TA NER A I
SING
Date: � 1 9z-
The County of Monroe; Monroe
County Board of Commissioners
e
Authorized Representative
Title: Mayor/Chairman
Date: May 12, 1992
ERKATTEST: NY LHCL
By
Deputy rk
Form 303
013-103-05
Rev. 4/91
DGC Agreement No. 96
Customer No.
Sales Order No.
Customer P.O. No.
ON -CALL SERVICE AGREEMENT
INVOICE TO: (CUSTOMER)
Company Name
Street R i
City Key West
State Florida Zip 33040
Contact George Garrett
Tel. (305 ) 292-4407
INSTALLATION LOCATION
Company Name Monroe County
Street 51 00 junior Col 1 Pge Road
City Key West
State Florida Zip 33040
Contact George Garrett
Tel. (305) 292-4407
• Initial Term Selected: Single Year
—I year
• Start Date: 19
(Month/Day)
Mon - Fri_
• Principal Period of Maintenance (PPM) 8 : 30 - 5 : 30
(9 hour period between 8A.M. and 6P.M.)
Multiyear
—2 years X 3 years _ 4 years _ 5 years
Mon - Sat Mon - Sun
N/A N/A
• Contracted Period of Maintenance (CPM) - -
_9hrs _12hrs _16hrs _24hrs (Total coverage period of PPM and Customer -selected extension)
• 0 24-Hour Next Day Response Option selected (reduced rate) (Ref. Paragraph 4.A.ii)
• Remote Diagnostic Support. (Ref. Paragraph 4.B.ii) Select either 1 or 2: (Not required for Phone
Assistance voice only)
1. F1 User Port Communications Interface for remote diagnostic support (circle one): (A) RS232
(B) Current Loop (C) RS422 System Software Load Device (tape or diskette): Model
2. 0 CUSTOMER ELECTS NOT TO USE REMOTE DIAGNOSTIC SERVICE AND AGREES TO PAY A
MONTHLY SURCHARGE OF TWENTY PERCENT (20%) OF THE BASIC MONTHLY CHARGE FOR
THE FULL TERM OF THIS AGREEMENT.
1. EQUIPMENT ELIGIBILITY AND
MINIMUM CONFIGURATION
A computer hardware device is eligible for service under this
Agreement if it was sold by DGC or is accepted under DGC's
Compatible Products Program ("CPP Product") and is part of a
System located in the fifty United States or the District of Columbia.
A "System" is a combination of computer components connected by
power or signal connections which includes a Central Processing
Unit, peripheral devices meeting DGC standards for loading, running
and printing the output of diagnostic software, and minimum
memory based on CPU type, in accordance with DGC policy at the
time the System is accepted for service.
2. COVERED EQUIPMENT
A. DGC will maintain the equipment listed in the schedule(s)
incorporated into this Agreement. Any DGC quote originally
attached to this Agreement is a preliminary schedule provided only
for reference. After installation and pre -contract inspection, DGC--
will give Customer a completed DGC Form 303A specifying the
actually installed configuration. The completed Form 303A
schedule(s) shall be incorporated into this Agreement.
B. PRE -CONTRACT INSPECTION. Pre -contract
inspection is required for all equipment except devices covered by
DGC warranty or maintained by DGC immediately before their
inclusion under this Agreement. Coverage for particular devices may
be withheld or delayed if pre -contract inspection reveals that a
device is not the same device quoted or is in need of refurbishment,
or if the lead time indicated in the quotation for a CPP Product has
not expired. Customer agrees to pay DGC's charges for any required
pre -contract inspection. No charge is made for pre -contract
inspection of CPP Products.
3. HOURS OF SERVICE
DGC will provide service during the Principal Period of
Maintenance (PPM), which is a Customer -selected consecutive
nine -hour period between 8 A.M. and 6 P.M. Monday through
Friday excluding locally -observed legal holidays. The Contracted
Period of Maintenance (CPM) is the PPM together with any
extended on -site coverage beyond the PPM purchased by Customer.
4. SCOPE OF SERVICES
DGC will provide all parts and labor necessary to maintain the
equipment in good operating condition. Parts removed for
replacement shall be DGC's property. Replacement parts installed
by DGC shall be Customer's property, and shall be new or
functionally equivalent to new standard parts.
A. ON -SITE SERVICE. DGC will provide remedial
maintenance on -site during the CPM. DGC will provide
scheduled maintenance, appropriate to the equipment type, on
site during the PPM at the intervals specified in DGC's policy.
Scheduled maintenance may be performed concurrently with
remedial maintenance. Customer shall give DGC free access to the
covered equipment, working space in accordance with DGC site
specifications, adequate facilities near the equipment, and use of any
machines, attachments, features, user ports or other materials
necessary for maintenance services. Customer may, at any time
during the term of this Agreement and upon 60 days written notice to
DGC, change the level of service response.
I. 4-Hour Response. DGC will normally arrive within the
next four CPM hours following Customer's request for
remedial maintenance if the Installation Location is within
fifty miles of a DGC Service Center.
ii. 24-Hour Next Day Response. Customer may select a
24-hour response in lieu of normal 4-hour response, by
marking the Optional (24-Hour) Next Day Response box on
the cover page, for equipment which is eligible under DGC's
policy and is within fifty miles from a DGC Service Center.
While the 24-hour response remains in effect, Customer will
receive DGC's discounted 24-hour rate/price structure.
B. REMOTE DIAGNOSTIC SERVICE. DGC may
proceed directly with on -site service in any instance, but will
normally attempt remote diagnosis and repair first, through its
Customer Support Center (CSC), as follows:
i. Phone Assistance (voice only). Customer agrees to
execute DGC proprietary diagnostics where applicable
(normally DGC Desktop and PC products) and report the
output to CSC by telephone to help the CSC identify the
problem before service personnel are dispatched to the site.
Remote Assistance (voice and on-line). Remote
diagnostic service does not apply to standalone PC -type
Systems, but is mandatory for PC -LAN Systems. The
Customer shall provide the necessary on -site modem for
PC -LAN systems. For any other System type, unless remote
diagnostic service is waived as marked on the cover page,
Customer agrees to provide a dedicated 1MB (measured
business) telephone line and an RJ41S data wall jack at the
time of system installation and make them available full time
for Remote Assistance provided by the CSC for the duration
of this Agreement. In addition, the Customer agrees to
permit DGC to utilize the Machine -Initiated function on
systems equipped with this feature. Customer will also
provide DGC with user -passwords necessary for system
access, comply with DGC requests to load diagnostic media,
provide online system storage for DGC CoResident
Diagnostics and PC -LAN remote access software, and assist
DGC engineers in problem determination.
C. PROPRIETARY TOOLS. DGC may store diagnostic
and operational maintenance software, modems, communications
switches, cables and other DGC-proprietary hardware, software and
documentation useful for maintaining equipment (Proprietary Items)
at the Installation Location. Proprietary Items shall remain the
exclusive property of DGC. A copyright notice on any Proprietary
Item does not of itself constitute or evidence a publication or public
disclosure. CUSTOMER ACKNOWLEDGES DGC'S EXCLUSIVE
RIGHTS IN AND TO SUCH PROPRIETARY ITEMS, AND ALL
UPDATES AND ADDITIONS THERETO. CUSTOMER
AGREES (i) NOT TO COPY PROPRIETARY ITEMS, IN WHOLE
OR IN PART; (ii) TO RESERVE PROPRIETARY ITEMS FOR
USE ONLY ON COVERED EQUIPMENT AND ONLY BY DGC
OR, WHEN AUTHORIZED BY DGC, BY THE CUSTOMER; (iii)
NOT TO DISCLOSE OR MAKE PROPRIETARY ITEMS
AVAILABLE TO ANY THIRD PARTY; (iv) TO RETAIN ONLY
THE MOST CURRENT REVISION OF DIAGNOSTIC
SOFTWARE AND RETURN ALL PRIOR REVISIONS TO DGC
UPON RECEIPT OF AN UPDATE; AND (v) TO RETURN ALL
PROPRIETARY ITEMS TO DGC UPON TERMINATION OF
THIS AGREEMENT.
5. TERM OF AGREEMENT
The Initial Term of this Agreement shall be as noted above but not
less than one (1) year nor greater than sixty (60) months. After the
Initial Term, this Agreement shall continue in force until terminated
by either party upon sixty (60) days written notice; but if the
Customer has had the benefit of multiyear discounts under Paragraph
6.C, termination by the Customer after the Initial Term shall require
at least one hundred eighty (180) days written notice.
Customer agrees to provide a purchase document confirming its
commitment to pay all amounts coming due during the entire Initial
Term and any extension.
6. CHARGES
A. The Basic Monthly Charge (BMC) is the sum of the
monthly charges for on -site maintenance of all of the System
components, exclusive of all applicable surcharges and discounts.
The Total Monthly Charge (TMC) is the sum of the BMC plus
any charges for extended coverage and other applicable surcharges
and discounts. The invoice period shall be monthly in advance
unless the TMC is less than $1, 000 per month, in which case the
invoice period shall be quarterly in advance.
B. The Basic Monthly Charge in effect when this Agreement is
made shall remain in effect for the entire Initial Term, except for
changes necessary to reflect additions to and deletions from the
covered equipment as provided in the section entitled "Changes in
Equipment" and except for increases permitted by paragraph C of
this section. After the Initial Term DGC shall have the right to
increase the BMC to an amount no greater than the BMC calculated
at DGC's then current prices. DGC shall give Customer written
notice of the increase at least sixty (60) days before its effective
date.
C. MULTIYEAR. If the Initial Term of this Agreement is at
least 36 months long, DGC will grant a discount of 5% of the BMC
for the thirteenth (131h) through the twenty-fourth (24th) months,
and 10% of the BMC for the remainder of the Initial Term. If the
Consumer Price Index (CPI) , as reported in the Wall Street Journal
on or about January 1 of any year during the term, has increased by
25% or more over CPI as so reported in the first January within the
Initial term, DGC shall have the right to increase the BMC to an
amount no greater than the BMC calculated at DGC's then current
prices. DGC shall give Customer written notice of the increase at
least sixty (60) days before its effective date. DGC shall have no
right to further increases unless a subsequent CPI comparison shows
a 25% or greater increase over the CPI which caused a prior
adjustment. In the event of any such increase, Customer may
terminate this Agreement by written notice stating the effective date
of termination, which shall be no later than ninety (90) days after
the date on which the increases would have taken effect, and
pre -increase charges shall apply until such termination. Customer
shall be permitted to rescind such termination upon the condition
that the increase shall apply retroactively to the date it would have
taken effect in the absence of such termination. If Customer does
not elect to terminate, and Customer's procedures or policies require
a Change Order or similar document to authorize the additional
funds, Customer agrees to issue such document without delay.
D. Any installation, repair or other service performed by DGC
which is not covered under this Agreement shall be invoiced to
Customer at DGC's then current non -contract rates and terms in
effect when the service is performed.
E. Invoices are due thirty days from date of invoice. Customer
shall pay interest on past due amounts at 1.5% per month or the
highest lawful rate, whichever is less. Charges and invoicing
procedures may be changed by DGC any time after the Initial Term,
with at least sixty days written notice.
F. Surcharges based on distance to the Installation Location
from the nearest DGC Service Center apply in Alaska, Hawaii and
certain locations in the other 48 states. Usage charges apply to some
printers.
G. Charges are exclusive of all sales, use and like taxes which
are the responsibility of the Customer. When invoiced, such taxes
will be stated as separate line items.
INSTALLATION PREPARATION
At Customer's expense, Customer shall prepare the Installation
Location according to DGC site specifications and provide all labor
needed to put the components in place. Equipment to be installed by
DGC must be unpacked and positioned by Customer under DGC
supervision.
MOVEMENT OF INSTALLATION
If all of the equipment covered by this Agreement is moved to
another location within the 50 United States or the District of
Columbia, coverage will continue upon the following conditions: (i)
Customer shall notify DGC in writing at least thirty (30) days before
the equipment is dismantled; (ii) DGC reserves the right to supervise
the dismantling, packing and unpacking of the equipment and to
inspect and install it at the new location. This service will be
charged at DGC's then current non -contract rates and terms; (iii)
DGC will suspend the TMC as of the date the equipment is
dismantled and resume the TMC (with applicable adjustments, if
any) sixty (6.0) days later or as of the date DGC accepts the
equipment at the new Installation Location, whichever occurs first.
9. CHANGES IN EQUIPMENT
A. ADDITIONS. Every device which becomes . part of a
System must be covered under this Agreement unless excluded under
the pre -contract inspection requirement in the sectior,,- gfinli 'e�~
"Covered Equipment" or the section entitled "Exclusioris'r. Charges .
shall begin upon installation, or upon expiraliaw-.ef--lire^'DQC
warranty, whichever is later. The charge shall be the rate in effect
at the time of installation.
B. DELETIONS. Customer may delete any device from
coverage with at least sixty (60) days written notice, provided the
remainder of the System meets the minimum configuration
requirement in the section entitled "Equipment Eligibility and
Minimum Configuration". Customer agrees to separate such units
from the covered System not later than the date coverage ends.
Equipment under the Compatible Products Program must remain on
contract for a minimum term of one (1) year.
10. EXCLUSIONS
A. DGC shall not be obligated to provide maintenance service should
repair or adjustment be required as a result of: (i) repair,
adjustment or modification made or attempted by customer unless
authorized by DGC representatives (excluding repair or adjustments
performed by the original manufacturer of equipment maintained
under this Agreement); (ii) accessories, alterations, attachments or
other devices not maintained by DGC; (iii) unsuitable environment
including failure of air-conditioning, electrical power, or humidity
control; (iv) misuse or accident not caused by DGC, including
unusual physical or electrical stress; (v) improper programming or
improper installation by Customer or Customer's end user; (vi)
relocation of equipment not performed or supervised by DGC; (vii)
use of operating supplies not within DGC's specifications; (viii)
other causes beyond DGC's control, including disasters of natural or
human origin.
B. Unless otherwise approved in writing by DGC, devices which
are neither sold by DGC nor covered under the Compatible Products
Program shall not be maintained under this Agreement even though -
interconnected or integral to a covered System, and DGC reserves
the right to terminate coverage of a System immediately if, in DGC's
reasonable judgment, any such device adversely affects DGC's
ability to maintain the covered System.
C. DGC may cancel coverage of any CPP Product if any
diagnostics, test equipment, special tools, documentation or other
maintenance aids needed to maintain it cease to be available to
DGC, or if the device has ceased to operate to its former
specifications due to changes in functional definitions or microcode,
firmware, software or similar standards by its vendor, or due to
system upgrades.
D. If DGC determines that a covered device can no longer be
adequately and economically maintained due to deterioration or
wear, DGC may cancel coverage of the device upon sixty (60) days
notice to Customer, unless the device is refurbished to its --
manufacturer's specifications at Customer's expense before the
cancellation date stated in the notice. DGC reserves the right to
inspect devices refurbished by other than DGC prior to
re -acceptance under this Agreement.
E. Services under this Agreement do not include electrical work
external to the equipment, operating supplies or accessories
including media, refinishing the equipment, or furnishing materials
for these purposes.
F. DGC shall not be required to maintain any equipment with
loadable microcode unless such microcode is kept at current revision
level.
11. LIMITATION OF LIABILITY AND WARRANTY
A. NO EXPRESS WARRANTIES APPLY TO SERVICES
PROVIDED UNDER THIS AGREEMENT, AND DGC
DISCLAIMS ANY IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR PARTICULAR
PURPOSE ARISING OUT OF THIS AGREEMENT.
B. IN NO EVENT SHALL DGC BE LIABLE FOR ANY
SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL
DAMAGES, INCLUDING LOST PROFIT AND DAMAGES
RESULTING FROM LOSS OF USE OR LOST DATA,
HOWEVER CAUSED, AND REGARDLESS OF THE FORM OF
ACTION, EVEN IF DGC HAS BEEN ADVISED, KNEW OR
SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH
DAMAGES.
C. DGC' S LIABILITY SHALL NOT EXCEED THE
AMOUNT PAID TO DGC FOR SERVICES UNDER THIS
AGREEMENT FOR THE TWELVE MONTHS PRECEDING THE
CAUSE OF ACTION.
D. Any action against DGC must be commenced within one
year after the cause of action accrues.
12. CUSTOMER REPRESENTATION
If Customer is a Value Added Reseller (VAR) or Distributor who is
reselling the covered System to its end user customer,the VAR's or
Distributor's contracts with its end user shall incorporate all the
information, obligations and limitations set forth in the sections
entitled "Scope of Services" and "Limitation of Liability and
Warranty. "
13. TERMINATION
DGC shall have the right to terminate this Agreement if any of the
following events occur and are not remedied to DGC's reasonable
satisfaction within twenty (20) days after DGC has sent a written
termination notice to Customer: (i) Customer fails to perform any
material obligation to DGC, including the timely payment of any
sums due to DGC and compliance with the section entitled
"Customer Representation;" (ii) Customer admits in writing its
CUSTOMER: Monroe Count
(Corporate,Name)
r
(Signature)
�� ��
t 1 ,
Wa-yeOY
(Printed Name) CAP I
t
(Title)
lrh �►�►,� i z. � q 9 v
(Date)
ATTEST: ^NY L. HAGE, CLERK
By ":�.Z
Deput Clerk
inability to pay its debts as they become due or executes an
assignment for the benefit of creditors or similar document; (iii) a
receiver, trustee in bankruptcy or similar officer is appointed
regarding Customer's property; (iv) Customer transfers a majority
interest in its equity or assets, or attempts to assign this Agreement,
without DGC's prior written consent. Termination shall not be
DGC's exclusive remedy and shall not adversely affect any claim,
right or action which DGC may have for damages or otherwise
against Customer regarding any failure of Customer to perform its
obligations to DGC.
14. GENERAL
The Agreement shall be governed by the laws of the state in which
the Installation Location is situated. Customer may not assign this
Agreement or the services without DGC's prior written consent. Any
notice under this Agreement shall be deemed properly given if mailed
postage prepaid to the Customer at the invoice address shown above
or to Data General Corporation, 363 Turnpike Road, Southboro,
MA 01772, Attn: Contracts Administration. This Agreement is the
complete and exclusive statement of the contract between the parties
and supersedes all prior oral or written communications, agreements
and understandings between the parties and shall prevail
notwithstanding any different, conflicting or additional terms and
conditions which may appear on any order submitted by Customer.
DATA NERAL CORPORATION
J
(Signature)
Carol Urban
/ (Printed Name)
Manager Contract Administration
(Title)
3/21/92
(Date)
ATTEST:
By
T i t l e e ,n 19rrayrtn� Q
ro
Form 801 DGSI Agreement/No.
Rev: 3/86
013.156-01 Data General Service, Inc. Customer No. / 3J LD 12 0
-0
A Subsidiary of Data General Corporation
S.O. No.
SUPPORT PLUSTm AGREEMENT Buyer P.O. No.
INVOICE TO: (BUYER)
5100 Junior College Road
CITY Key West
STATE Florida Zip 33040
CONTACT George Garrett
TELEPHONE 305 292-4407
Buyer agrees to purchase and Data General Service Incorporated (DGSI) agrees to furnish,
at the Installation Location(s) specified on each Schedule A attached hereto and made
a part of this Agreement, software services (the "Service") as specified in Clause 4 entitled
Scope of Services, for the Data General Corporation (DGC) Licensed Programs and the
DGC supplied Third Party Programs (collectively referred to as the "Software Programs")
used on the DGC computer system (the "System") as identified on each Schedule A.
NOTE THAT A SEPARATE SUPPLEMENTARY SCHEDULE A IS REQUIRED FOR EACH
SYSTEM COVERED UNDER THIS AGREEMENT.
1. ELIGIBILITY
A. The Software Programs are eligible for inclusion under this Agreement immediately
after inspection and audit by DGSI as provided in Paragraph 1.13 below, provided Buyer
has executed DGC's Program License Agreement (PLA, Form 500) or a valid DGC sub-
license agreement (Form 502 or an equivalent acceptable to DGC) covering all Software
Programs for which service is requested.
B. The System must be located at an installation location situated within the 50 United
States or District of Columbia and shall be subject to inspection by DGSI prior to
commencement of Service hereunder. When such inspection is deemed necessary by
DGSI, an on -site initial inspection of up to four (4) hours will be provided at no charge
to Buyer.
C. Any System repairs, adjustments and installation of Engineering Change Orders
(ECOs), or installation of revisions and updates to DGC Software Programs deemed
necessary by DGSI shall be made at DGSI's rates and terms then in effect. DGSI will
provide Buyer with a quotation for such service and Buyer will issue its purchase order
to DGSI within thirty (30) days from the date of DGSI's quotation.
D. Software Programs acquired by Buyer for use on the System after the commencement
date of this Agreement may be added to this Agreement when coverage is available for
such Software Programs, subject to DGSI's acceptance, at DGSI's then current policies
and rates. The initial term for such added products will be the then effective initial term
under this Agreement.
2. TERM OF AGREEMENT
A. This Agreement is effective from the date on which it is accepted by DGSI and shall
continue for an initial term of one year subject to the provisions of Paragraph 2.13 below.
Thereafter, this Agreement shall continue until terminated by either party, upon a minimum
of sixty (60) days prior written notice.
B. DGSI may discontinue Service on any Software Program covered hereunder upon a
minimum of sixty (60) days prior written notice to Buyer. In that event, Buyer may, at its
option, terminate this Agreement for all the remaining Software Programs covered hereunder
by providing DGSI written notice within thirty (30) days of receipt of DGSI's notice of such
discontinuance, or continue with the Agreement as altered.
3. RESPONSIBILITIES OF BUYER
A. Buyer acknowledges that the Software Programs, including any and all updates,
changes, improvements, revisions, patches, data, or documentation made to the Software
Programs are furnished to Buyer subject to the terms and conditions of the DGC PLA
or sub -license agreement, as relevant.
B. The Buyer or Buyer's customer (End User), as the case may be, shall allow DGSI
full and free access to the System and the use of all necessary machines, communications
facilities, features and other equipment, as may be required, at no charge to DGSI, while
a DGSI representative is on Buyer's premises for the performance of Service hereunder.
Buyer's representative shall at all times be available during DGSI's performance of Service,
including Service performed for Buyer's customer. Additionally, Buyer agrees to provide,
at no charge to DGSI, reasonable facilities and materials such as, but not limited to,
secure storage space, scratch media (including spare tapes and disk packs), paper and
other miscellaneous supplies, a designated work area, and access to a local telephone.
C. During the term of this Agreement, Buyer agrees to maintain the System at the
prescribed DGC revision levels, and also agrees to maintain a current back-up copy of
the Software Programs as well as any other programs and data used on the System. All
software updates and/or revisions furnished to Buyer hereunder must be installed on the
System within one -hundred eighty (180) days from the date they are shipped by DGC to
the Buyer.
D. Buyer shall provide DGSI with the name and telephone number of Buyer's designated
Customer Support Center (CSC) caller along with the names of two (2) designated
alternates. Buyer shall update this information when appropriate.
4. SCOPE OF SERVICES
The Service provided by DGSI consists of the standard Support Plus Baseline Services
(Section 4.A), and Support Plus Options (Section 4.13) which may be selected by the
Buyer when applicable to the Software Programs covered hereunder. After commencement
of this Agreement, any additions to Baseline Services offered by DGSI will be added to
the Agreement when applicable to Buyer's Software Programs covered hereunder, and
any additions to Support Plus Options offered by DGSI may be added to the Agreement
by Buyer when applicable, subject to DGSI's approval. The Service will be provided through
DGSI's Customer Support Center as follows:
A. SUPPORT PLUS BASELINE SERVICES.
1. Telephone Software Support (TSS). Toll -free telephone assistance is provided to
Buyer's designated CSC caller and two (2) designated alternates Monday through Friday,
8 a.m. to 5 p.m. local time (and for Software Programs eligible under DGSI's then
current policies, Saturday and Sunday, 8 a.m. to 5 p.m. local time), excluding Legal
holidays. DGSI will provide: (a) software problem diagnosis consisting of problem isolation
and definition; (b) software problem report preparation (for situations determined by the
parties to be critical, DGSI will attempt to provide an emergency bypass or temporary
workaround); and (c) assistance with the proper use and operation of the Software
Programs,
II. Remote Software Support (RSSI. In conjunction with TSS and in cooperation with
Buyer's designated caller, DGSI will employ compatible communications devices to
communicate remotely from the CSC to the designated Installation Location for the
purpose of problem diagnosis and assistance with Software Programs usage.
Ill. On -Line Information Service (OIS). Under this Agreement, Buyer will receive a total
of up to one hour per month of connect time to DGSI's standard On -Line Information
Service, with access privileges appropriate to the Software Programs listed on Schedule
A, if available in accordance with DGSI's then current policies. Buyer must provide a
compatible communications device for access and DGSI will provide Buyer with instruc-
tions on how to utilize OIS. Information provided to Buyer under OIS is subject to Buyer's
license agreement with DGC. CIS connect time may not be carried over into a subsequent
month and connect time in excess of one hour per month will be invoiced at DGSI's
then prevailing On -Line Information Service rates.
IV. Software Problem Reporting.
a. Software Trouble Reports (STRs). DGSI will accept STRs for DGC Licensed Programs
only, for either the current or the last previous revision of such Licensed Programs.
STRs for the last previous revision must be submitted within one hundred eighty (180)
days from the shipment date of the latest revision. For all such STRs accepted, DGSI
will: (i) acknowledge each STR by mail and assign an STR control number to each;
(ii) provide status information on each STR in the DGC Monthly Newsletter; and (iii)
provide either an interim fix under TSS (Section 4.A.i), a permanent fix in the DGC
Licensed Program or documentation through SSS (Section 4.A.v), or provide Buyer with
one of the following responses: "problem not reproducible," "user error" or "to be
considered in future revisions."
b. Program Incident Reports (PIRs). DGSI will accept PIRs for the DGC supplied Third
Party Programs for the then currently -supported version of such Third Party Programs.
For all such PIRs accepted, DGSI will: (i) acknowledge each PIR by mail and assign a
control number to each, (ii) forward each PIR to the appropriate Third Party Software
Vendor; and (iii) forward the Third Party Vendor's PIR response to Buyer, when and if
such response is made available. Neither DGSI nor the Third Party Software Vendor
guarantees that a response to any PIR will be furnished.
V. Software Subscription Service (SSS). DGSI will provide one copy, on appropriate
media, of software updates and revisions, and revisions to software reference manuals
for the DGC Licensed Programs and, if available, for Third Party Programs. A monthly
newsletter regarding software enhancements, programming notes and documentation
corrections will be provided for DGC Licensed Programs only.
VI. Microcode Subscription Service (MSS). Whenever the System(s) covered herein
requires microcode initial loading via magnetic media, DGSI will provide, on appropriate
media, one copy of microcode and revisions thereto, pertinent to the System type.
When new System types are added to this Agreement under the Additional System
option (Section 4.B.ii), DGSI will also provide one MSS for each new System type, if
required.
VII. On -Site Assistance (OSA). DGSI will provide on -site assistance when the CSC, in
its sole judgement, deems such assistance appropriate to accomplish the objectives
noted in Section 4.A.i above. OSA is provided Monday through Friday, 9 a.m. to 5
p.m. local time, excluding Legal holidays.
B. SUPPORT PLUS OPTIONS.
I. Quarterly Software Preventive Maintenance Visit. This option provides Buyer with
a DGSI Representative on -site for one day (up to 8 hours) each calendar quarter during
the term of this Agreement to perform general software preventive maintenance and
to install, when requested by Buyer, updates and revisions to the Software Programs
covered hereunder.
II. Additional System Coverage. For each additional System added for coverage under
this Agreement, DGSI will provide: (a) telephone support (Section 4.A.i), (b) on -site
assistance (Section 4.A.vii); (c) the right to copy SSS/MSS for the Software Programs
licensed on each additional System; and (d) additional MSS, if required (Section 4.A.vi).
The selection of this option does not increase the number of Buyer's designated CSC
callers included under this Agreement.
Ill. Additional Caller Option. One or more designated CSC callers may be added to
this Agreement for a fixed monthly fee per caller. Buyer shall provide DGSI with the
name and telephone number of each such caller added.
IV. Helpline Option. For a fixed monthly fee, this option provides Buyer's designated
CSC callers with telephone support for products eligible for this Service, as indicated
in DGSI's then current Helpline supported products list.
5. CHARGES
A. Charges will be as stated in Schedule A hereof, including any changes thereto due
to additions or deletions of Software Programs and/or Service options covered under this
Agreement.
B. Buyer will be invoiced one (1) month in advance. All invoices are due and payable
in full within thirty (30) days of invoice date. Invoices not paid within thirty days from the
invoice date will have a 1.6 percent per month interest charge, or the highest lawful rate,
whichever is less, assessed against the unpaid balance from the date of the invoice until
the date of payment. Buyer shall pay all costs involved in collecting its overdue accounts
including reasonable attorney's fees.
C. All charges are exclusive of all sales, use and like taxes. Such taxes are the
responsibility of the Buyer and will be billed to Buyer as a separate line item on each
invoice.
D. All charges and invoicing procedures are subject to change by DGSI at any time
following the expiration of the initial term upon a minimum of sixty (60) days prior written
notice.
E. Charges (including labor and materials) for services resulting from: (i) Buyer's request
for DGSI to perform services not covered under this Agreement, including but not limited
to charges associated with the movement of equipment (Clause 6), or III) Buyer's failure
to comply with Clause 3, "Responsibilities of Buyer," shall be invoiced to Buyer at DGSI's
non -contract rates and terms in effect when such service(s) is performed.
6. MOVEMENT OF EOUIPMENT
A. The Buyer shall give DGSI at least thirty (30) days prior written notice of its intent
to move the System to another Installation Location. The term of this Agreement and
Buyer's obligations for payment hereunder shall not be affected by any such move.
B. The dismantling and reinstallation of the System at the new Installation Location shall
be the responsibility of the Buyer. The System shall be subject to inspection and repair
charges by DGSI as specified in Paragraph 1.B herein.
C. When a System is moved to a location outside the 50 United States or the District
of Columbia, DGSI shall have no further obligation under this Agreement.
7. EXCLUSIONS
The Service to be provided hereunder shall not include (A) operating supplies or accessories;
(B) Service required due to failure of hardware, firmware or media not supplied by DGC;
(C) failure of the Software Programs caused by equipment not supplied by DGC; (D)
failure of software not supplied by DGC and/or not included on Schedule A hereof; (E)
failure of the Software Programs caused by fault or negligence of Buyer, by operator
error, or by improper use or misuse of the System; or (F) Buyer's failure to perform its
responsibilities under Clause 3 herein.
B. DISCLAIMER OF WARRANTY
DGSI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED WITH REGARD TO THE
SERVICE AND MATERIALS PROVIDED HEREUNDER, INCLUDING ALL WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE ARISING OUT OF OR IN
CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT.
AP TO F^ _1I
By
Date J _
9. LIMITATION OF LIABILITY
A. IN NO EVENT SHALL DGSI BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT
OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOST
PROFIT AND DAMAGES RESULTING FROM LOSS OF USE OR LOST DATA) HOWEVER
CAUSED, INCLUDING NEGLIGENCE AND REGARDLESS OF THE FORM OF ACTION,
WHETHER IN CONTRACT OR TORT, EVEN IF DGSI HAS BEEN ADVISED, KNEW OR
SHOULD HAVE KNOWN OF THE POSSIBILITY THEREOF. DGSI WILL NOT BE LIABLE FOR
ANY FAILURE OR DELAY IN PERFORMANCE DUE IN WHOLE OR IN PART TO ANY
CAUSE BEYOND THE REASONABLE CONTROL OF DGSI.
B. SHOULD DGSI INSTALL ANY UPDATES AND/OR REVISIONS TO THE SOFTWARE
PROGRAMS, IT SHALL DO SO ONLY ON THE CONDITION THAT DGSI SHALL HAVE NO
LIABILITY WHATSOEVER FOR ANY EFFECT SUCH UPDATE AND/OR REVISION MAY
HAVE ON BUYER'S USE OF THE SYSTEM(S) AND/OR THE SOFTWARE PROGRAMS.
C. IN NO EVENT SHALL DGSI'S TOTAL LIABILITY FOR DAMAGES HEREUNDER EXCEED
THE TOTAL NET CHARGES PAID BY BUYER TO DGSI FOR SERVICES PERFORMED
DIRECTLY UNDER THIS AGREEMENT DURING THE IMMEDIATELY PRECEDING TWELVE
(12) MONTH PERIOD IN WHICH A CLAIM IS MADE UNDER THIS AGREEMENT.
D. Any action against DGSI must be commenced within one year after the cause of
action accrues.
10. BUYER REPRESENTATION
When the Installation Location is other than at Buyer's location, Buyer represents and
agrees that its contract with its customer (End User) shall incorporate, as a minimum, all
the information, obligations and limitations set forth in Clause 3 above and the appropriate
Service provisions under Clause 4, as well as DGSI's warranty disclaimer (Clause 8) and
liability limitations (Clause 9) herein.
11. TERMINATION
Notwithstanding Clause 2, entitled Term of Agreement, DGSI shall have the right to
terminate this Agreement and any other agreement with Buyer, upon the occurrence of
any of the following events: (A) Buyer fails to perform or observe any of its obligations
to DGSI under this Agreement or any other then current agreement with DGSI/DGC,
including, but not limited to, the timely payment of any sums due DGSI, and compliance
with Buyer's representations and warranties contained in Clause 3, "Responsibilities of
Buyer" and Clause 10, "Buyer Representation" hereof; (B) Buyer admits in writing its
inability to pay its debts generally as they become due, or executes an assignment or
similar document for the benefit of creditors; (C) the appointment of a receiver, trustee
in bankruptcy or similar officer regarding Buyer's property; (D) there is a transfer of a
majority interest of the equity or assets of Buyer; and (E) there is an assignment of this
Agreement without the prior written consent of DGSI; and such event(s) is not remedied
to the reasonable satisfaction of DGSI within twenty (20) days after DGSI has sent written
notice to Buyer. Termination shall not be DGSI's exclusive remedy and no such termination
shall adversely affect any claim, right or action which DGSI may have for damages or
otherwise against Buyer regarding any failure of Buyer to perform or observe its obligations
to DGSI.
12. GENERAL
A valid contract binding upon DGSI will come into being only at the time of DGSI's
acceptance of this Agreement. The Agreement will be governed by the laws of the,
F I raoawealtpa14Aassacpusetts, excluding its conflict of law rules. Neither the Agreement
rlthe Service are assignable and any attempted assignment shall be void. Any notice
equired or allowed under this Agreement shall be deemed properly given if mailed postage
prepaid to the Buyer at the invoice address shown above or to DGSI at 50 Maple Street,
�►J Milford, Massachusetts 01757. This Agreement is the complete and exclusive statement
V of the contract between the parties and supersedes all prior oral or written communications,
agreements and understandings between the parties and shall prevail notwithstanding any
different, conflicting or additional terms and conditions which may appear on any order
submitted by Buyer.
BUYER
BY:Ur11'�-�.
lit%
I
NAME
TITLE M
Z
DATE
ATTEST: DA NY
L. KOLHAGE, CLERK
B0
Y
Don..+v ri _ _,
Attest : �i/� �J '
By / ' ` &L—��— -- -----
Title
DATA GENE AL S RVI E, IT
ORPORATED
�
BY: T t l,JP—
NAME Carol Urban
TITLE Manager Contract Administration
DATE 3/21/92
SWORN STATEMENT UNDER ORDINANCE NO. 10-199O
ETHICS CLAUSE
Arthur S Dnnde
MONROE COUNTY, r-WRIDA
warrants that lie/it has not employed,
retained or otherwise had act on his/its behalf any former County officer
or employee in viliation of Section 2 of Ordinance No. 10-1990 or any
County officer or employee in violation of Section 3 of Ordinance No.
10-1990. For bxeaoh or violation of this provision the County may, in
its discretion, terminate this contract, without liability and may also,
in its discretion., deduct from the coliti,act or purchase price, or
otherwise recover, the full amount of any fee, commission, percentage,
gift, or consideration paid to the former County officer or employee.
signature)
Date: April 22, 1992
STATE OF
COUNTY OF
MASSACHUSETTS
WORCESTER
PERSONALLY APPEARED 13EFORE ME, the undersigned authority,
Arthur S. Dandeneau who, after first being sworn by me,
affixed his/her signature (name of individual signing) in the space .
provided above on this _.......22nd....._ day of.
._.A.Pril...................._._, 19. _ 92.---
My commission expires:
August 26, 1994
WT
NOTARY PUBLIC
Katherine J. Kataisto
NON -COLLUSION AFFIDAVIT
I, Arthur S. Dandeneau , of the city
Of Westboro according to law on my oath, and
under penalty of perjury, depose and say that;
1) I am Arthur S. Dandeneau , the bidder
making the Proposal for the project described as follows:
2) the prices in this bid have been arrived at independently
without collusion, consultation, communication or agreement for the
purpose of restricting competition, as to any matter relating to such
prices with any other bidder or with any competitor;
3) unless otherwise required by law, the prices which have been
quoted in this bid have not been knowingly disclosed by the bidder
and will not knowingly be disclosed by the bidder prior to bid
opening, directly or indirectly, to any other bidder or to any
competitor; and
4) no attempt has been made or will be made by the bidder to
induce any other person, partnership or corporation to submit, or not
to submit, a bid for the purpose of restricting competition;
5) the statements contained in this affidavit are true and
correct, and made with full knowledge that Monroe County relies upon
the truth of the statements contained in this affidavit in awarding
contracts for:said project.
STATE OF MASSACHUSETTS
COUNTY OF WORCESTER
j .
(sagnatture of Bid er )
April 22, 1992
DATE
PERSONALLY APPEARED BEFORE ME, the undersigned authority,
Arthur S, neau who, after first being sworn by me,
(name ofindividual signing
affixed his/her signature in the space provided above on this
22 nd CI
My commission
August 26, 1994
19 9..92.�.
r
OTARY PUBLIC
rine J. Kataisto
SWORN STATEMENT PURSUANT TO SECTION 287.133(3)(n),
FLORIDA STATUTES. ON PUBLIC ENTITY CRIMES
TIIIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER
OFFICIAL AUTHORIZED TO ADMINISTER OATHS.
1. This sworn statement is submitted to
by (J r � T S . YJ 1,-1
[print Individual's name and
[print name of the ,public intityl
for Q(-- r� r,c .,..c C-e T 1't rz--� �✓\
[print name of entity submitting sworn Atatementl
whose business address is
1t
and (if applicable) its Federal Employer Identification Number (FEIN) is
(if the entity has no FEIN, include the Social Security Number of the individual signing this
sworn statement:
2. I understand that a "public entity crime" as defined in Paragraph 287.133(1)(g), Florida Statutes, means a
violation of any state or federal law by a person with respect to and directly related to the transaction of
business with any public entity or with an agency or political subdivision of any other state or of the United
States, including, but not limited to, any bid or contract for goods or services to be provided to any public
entity or an agency or political subdivision of any other state or of the United States and involving antitrust,
fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation.
3. I understand that "convicted' or "conviction" as defined in Paragraph 287.133(1)(b), Florida Statute& means
a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any
federal or state trial court of record relating to charges brought by indictment or information after July 1,
1989, as a result of a jury verdict, nonjury trial, or entry of a plea of guilty- or nolo contendere.
4. I understand that an "affiliate" as defined in Paragraph 287.133(1)(8), Florida Statutes, means:
1. A predecessor or successor of a person convicted of a public entity crime, or
2. An entity under the control of any natural person who is active in the management of the entity and
who has been convicted of a public. entity crime. The term 'affiliate' includes those officers, directors,
executives, partners, shareholders, employees, members, and agents who are active in the management of
an affiliate. The ownership by one person of shares constituting a controlling interest in another person,
or a pooling of equipment or income among persons when not for fair market value under an arm's length
agreement, shall be a prima facie case that one person controls another person. A person who knowingly
enters into a joint venture with a person who has been convicted of a public entity crime in Florida during
the preceding 36 months shall be considered an affiliate.
5. I understand that a "person" as defined in Paragraph 287.133(1)(e), Florida Statutes, means any natural
person or entity organized under the laws of any state or of the United States with the legal power to enter
into a binding contract and which bids or applies to bid on contracts for the provision of goods or services
let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The
term "person" includes those officers, directors, executives, partners, shareholders, employees, members, and
agents who are active in management of an entity.
P . 03
�• Based on information and belief. the xtaternent which 1 have marked below is true in retatfon to the entity
submitting this sworn statement. (indicate which statement ppplies.l
,-, Neither tite entity submitting this sworn Statement, nor any of its officers, directors, executives,
partners, shareholders, employees, members, or agents who are active In the management of the entity, nor
any affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July
1, 1989,
The entity submitting this sworn statement, or one or more of its officers, directors, executives,
partners, shareholders, employees, members, or agents who are active in the management of the entity, or
an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July
1, 1989.
The entity submitting this sworn statement, or one or more of Its officers, directors, executives,
partners. shareholders, employees, members, or agents who are active in the management of the entity, or
an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July
1, 1989. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida,
Division of Administrative HoaringS and the Final Order entered by the Hearing Officer determined that
it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor
list. fpltneh a copy of the final order]
I UNDERSTAND T1IAT THE SUBMISSION OF TIIIS FORM TO THE CONTRACTING OFFICER FOR TIIE
PUBLIC ENT17T IDENTIFIED 1N PARAc.RAFIi 1 (ON ABOVE i3 FOR THAT PUBLIC ENTITY ONLY AND,
THAT THIS EORt1I IS VALID IIIROUGIi UtWEMDER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED.
I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTnT PRIOR TO ENTERING
INTO A CONTRAC,`T IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 2117.017, FLORIDA
SXA, V=- FOR CATEGORY I -No OF ANY CITANGF IN THE INFORMATION CONTAINED IN THIS FORM.
Sworn to and subscribed before me this {'��- dal, of iJ � d I9
Petsonally known � I . -1
OR Produced identification ✓ Notary Public - State of NI ffSf1} c1-1 U50 -✓3
1) f t \,t C r-S 'L- C; co-SZ,
(7"/pe of identification)
Form PUR 7068 (Rev. 06/18/92)
My commission expires U _ 1
(Printed typed or stain ed -
commissioned name ofnotarypublic)
KATNEW J. KATAISTO
NMMtr PUBLIC
"" 'IIIIYi�II CMM" i W41 ^ Biel
CERTIFIED TRUE COPY
CERTIFICATION
Data General Corporation hereby provides its notice and
certification that its Funding Manager, Data General Leasing is
authorized up to a limit of $2 million to execute leases,
conditional sales and installment purchase agreements, assignment
of lease agreements, assignment of conditional sales agreements,
assignment of installment purchase agreements and assignments of
purchase orders in the name and behalf of Data General
Corporation and its subsidiaries and that its Operations Manager,
Data General Leasing is authorized up to a limit of $250,000 to
execute leases, conditional sales and installment purchase
agreements in the name and behalf of Data General Corporation and
its subsidiaries. Such execution of contracts, leases,
conditional sales, installment purchase agreements, and
assignments in Data General Corporation's name shall be valid and
binding upon Data General Corporation.
The current Data General Corporation personnel filling the above
designated positions are as follows:
Funding Manager, Data General Leasing - Richard C. Leuchte
Operations Manager, Data General Leasing - Michael J. Plumeau
We certify that the above appointments have not been amended or
rescinded and remain in full force as of the date of this
certification.
Jo,K J. Gavi , Jr.
Treasurer
3 72
Date
cc: Michael B. Evans
Jacob Frank
George L. Doble
Richard C. Leuchte
Michael J. Plumeau
Michael B. Evans
Vice President
Chief Financial Officer
3/21/91
Date