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1. 09/16/1992 Agreement ,fib GO 71. CO; 4,' ............ l i COUNIV flannp BRANCH OFFICE CLERK OF THE CIRCUIT COURT BRANCH OFFICE 3117 OVERSEAS HIGHWAY MONROE COUNTY P.O. BOX 379 MARATHON, FLORIDA 33050 500 WHITEHEAD STREET PLANTATION KEY, FLORIDA 33070 TEL. (305) 743-9036 KEY WEST, FLORIDA 33040 TEL. (305) 852 -9253 TEL. (305) 294 -4641 M E M O R A N D U M TO: Bob Herman, Director , Division of Growth Management ) .) FROM: Rosalie Connolly, Deputy Clerk �', DATE: October 19, 1992 On September 16, 1992, the Board of County Commissioners approved and authorized execution of Licensing Agreement with Environmental Systems Research Institute, Inc. (Contract No. 92S2036) for ARC /INFO Software (funding already allocated through Data General Corporation Contract. Attached is the duplicate original of the subject Agreement, now executed and sealed by all parties, which should be returned to ESRI. cc: County Attorney County Administrator w/o document Finance Director File . • • ES, Environmental Systems Research Institute, Inc. �' ► t wy J 380 New York Street J J. Redlands, CA 92373 (714) 793 -2853 % L 2 3 I 02— ESRI SOFTWARE LICENSE AGREEMENT COMMERCIAL and STATE GOVERNMENTS Contract No. 125 203-6 rri This is a license agreement and not an agreement for sale. This license agreet#t (Agr r ent) -its between Monroe County (Licensee) and Environmental SysTdns Research Institute, Inc. (ESRI), and gives Licensee certain limited rights to u the proprietary �. ARC/INFO Software and Related Materials (Software and Related MaterialLT 'All rigljs not specifically granted in this Agreement are reserved to ESRI. `O Reservation of Ownership and Grant of License: ESRI retains exclusive title and ownership of any copy of the Software and Related Materials licensed under this Agreement and, hereby, grants to Licensee a personal, nonexclusive, nontransferable license to use the Software and Related Materials pursuant to the terms and conditions of this Agreement. From the date of receipt, Licensee agrees to use reasonable effort to protect the Software and Related Materials from unauthorized use, reproduction, distribution, or publication. Copyright: The Software and Related Materials are owned by ESRI and are protected by United States copyright laws and applicable international treaties and/or conventions. Licensee agrees not to export the Software and Related Materials into a country which does not have copyright laws that will protect ESRI's proprietary rights. Definitions: As used herein, the following words, phrases, or terms in this Agreement shall have the following meanings: "Software" means the actual copy of all or any portion of the computer programs delivered on the Software Media Kit, inclusive of backups, updates, or merged copies permitted hereunder or subsequently supplied by ESRI. "Related Materials" means all of the printed materials, user documentation, training documentation, and confidential software activation code supplied by ESRI under this Agreement. "License Manager" means the installed software program that administers the distribution of seats to requesting end users. Permitted Uses: • ESRI employs a nondestructive License Manager to limit use of the licensed Software to specific computer networks and/or computer systems. As each configuration of central processing units and/or networked systems may be unique, Licensee agrees to conform Licensee's use of the Software to the Software system configuration licensed from ESRL Said configuration is incorporated herein by this reference, inclusive of any written modifications approved by ESRI. ARC/INFO is a registered trademark of Environmental Systems Research Institute, Inc. G- 203/PS 1 3/13/92 • S j Environmental Systems Researth Institute, Inc. • . 380 New York Street Redlands. CA 92373 (714) 793 -2853 • Licensee may install the Software onto the licensed computer systems. • Licensee may make only one copy of the Software for archival purposes unless the right to make additional copies is granted to Licensee in writing by ESRI. Uses Not Permitted: • Licensee may not sell, rent, lease, sublicense, lend, time -share or transfer, in whole or in part, or provide unlicensed Third Parties access to prior or present versions of the Software and Related Materials, any updates, or Licensee's rights under this Agreement. • Licensee may not reverse engineer, decompile, or disassemble the Software, or make any attempt to unlock or bypass the License Manager software program used. • Licensee may not alter, modify, or create any derivative works of the Software and Related Materials. • Licensee may not make additional copies of the Software and Related Materials. • Licensee may not remove or obscure any copyright or trademark notices. Assignment: Licensee shall not assign this contract or Licensee's rights hereunder without the prior written consent of ESRI. Any purported assignment without such consent shall be null and void. Term: The license granted by this Agreement is for a term of three (3) years, which will be automatically renewed for subsequent three (3) year terms subject to ESRI's then current licensing policies. The Agreement will automatically terminate without notice if Licensee fails to comply with any provision of this Agreement. Licensee will then return to ESRI the Software, Related Materials, and any whole or partial copies, codes, modifications, and merged portions in any form. The parties hereby agree that all provisions, which operate to protect the rights of ESRI, shall remain in force should breach occur. Software Support: A one (1) year complimentary period of support is provided with each license effective from the date of keycode issuance. Support consists of software and documentation updates and access to Telephone User Support and other benefits that are specified in the current ARGINFO User Support Policy. Software support beyond the complimentary period is available, payable yearly in advance, and subject to rates and policies then in effect. Limited Warranty: ESRI warrants that the unaltered Software will substantially conform to the Related Materials for a period of one (1) year from the date of keycode issuance. ESRI warrants that the media upon which the Software is provided and Related Materials will be free from defects in materials and workmanship under normal use and service for a period of ninety (90) days from the date of receipt. G- 203/PS 2 3/13/92 Environmental Systems Research Institute. Inc. 380 New York Street J j 793. (714) R 92373 - 2853 CA - ESRI DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE AND RELATED MATERIALS. Exclusive Remedy and Limitation of Liability: During the warranty period, ESRI's entire liability and Licensee's exclusive remedy shall be, at ESRI's option, to attempt to correct or work around errors, to replace the Software and Related Materials in accordance with the ESRI ARC/INFO User Support Policy, or to return the license fees paid and terminate the Agreement upon the Licensee returning the Software and Related Materials to ESRI or its Distributors with a copy of Licensee's receipt. ESRI shall not be liable for indirect, special, incidental, or consequential damages related to Licensee's use of the Software and Related Materials, even if ESRI is advised of the possibility of such damage. Indemnity: ESRI, at its own expense, will defend and indemnify Licensee from all claims that the Software and Related Materials furnished under this Agreement infringe a U.S. Copyright, provided that Licensee gives ESRI prompt written notice of such claims and permits ESRI the sole right to control the defense of all such claims and provide ESRI all reasonable cooperation. As to any Software and Related Materials which are or in the opinion of ESRI may become subject to a claim of infringement, ESRI, at its option, will obtain the right for Licensee to continue using the Software and Related Materials or replace or modify the Software and Related Materials so as to make them noninfringing. If none of the alternatives are available on commercially reasonable terms then Licensee agrees to return the Software and Related Materials upon ESRI's written request. ESRI will not indemnify or defend Licensee from any infringement claim resulting from Licensee's modification or alteration of any Software and Related Materials. This section states ESRI's entire obligation to Licensee and Licensee's sole and exclusive remedy for copyright infringement. Export Regulations: Licensee acknowledges that this Agreement and the performance thereof are subject to compliance with any and all applicable United States laws, regulations, or orders relating to the export of computer software or know -how relating thereto. ESRI® Software and Related Materials have been determined to be Technical Data under United States export laws. Licensee agrees to comply with all laws, regulations, and orders of the United States in regard to any export of such Technical Data. Licensee agrees not to disclose or re -export any Technical Data received under this Agreement in or to any countries for which the United States government requires an export license or other supporting documentation at the time of export or transfer, unless Licensee has obtained prior written authorization from ESRI and the U.S. Office of Export Control. The countries restricted at the time of this Agreement are Cambodia, Cuba, Iraq, Libya, North Korea, and Vietnam. Severability: If any provision(s) of this Agreement shall be held to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. ESRI is a registered trademark of Environmental Systems Research Institute, Inc. G- 203/PS 3 3/13/92 nj Environmental Systems Research Institute, Inc. 380 New York Street • J a Redlands. CA 92373 (714) 793 -2853 No Implied Waivers: No failure or delay by ESRI in enforcing any right or remedy ur::. this Agreement shall be construed as a waiver of any future or other exercise of such right or r inedy by ESRI. Order of Precedence: Any conflict between the terms of this License Agreement and any Purchase Order or other terms shall be resolved in favor of the terms of this License Agreement. Additional Software Licenses: Additional ARC/INFO or extension software licenses may be ordered without signed amendments provided the following language is incorporated in the signed Purchase Order: "By accepting this order, both parties agree to amend the Master Software License Agreement Number between ' :' ? -' and Environmental Systems Research Institute, Inc. (ESRI), dated 'insert Master Software License Agreement datel, which is incorporated herein by reference, to include the above software licenses, which are hereby licensed under the same terms and conditions." Governing Law: This Agreement, entered into in the County of San Bernardino, shall be construed and enforced in accordance with, and be governed by, the laws of the State of California without reference to conflict of laws principles. The parties hereby consent to the personal jurisdiction of the courts of this county and waive their rights to change venue. Entire Agreement and Amendments: This Agreement and the Attachments, which are incorporated by reference, constitute the sole and entire agreement of the parties as to the matter set forth herein and supersede any previous agreements, understandings, and arrangements between the parties relating hereto. Except as otherwise expressly provided herein, any Amendments to this Agreement must be in writing and signed by an authorized representative of each party. The attachments are as follows: Attachment A— Registered Client Information Attachment B— Licensed Configuration IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective, valid, and binding upon the parties as of the date below as executed by their duly authorized representatives. Accepted and Agreed: Monroe County Board of CommissioneENVIRONMENTAL SYSTEMS JCOMPANY) RESEIOCH INSTITUTE, INC. (Licensee) (E } By: y • I Authorized Signature Authorized Signature • Wi lheimina Harvey Printed Name: Lt4ukw ll tm, t�lGr�2moeub ^ Printed Name: - - , • y Mayor Title: Title: Vic m E - Or 1 D /5 Date: g2/ 1 7 % �,,p e G- 203/PS J 4 3/13/92 • • • . Environmental Systems Research Institute. Inc. 380 New York Street �. Redlands. CA 92373 (714) 793 -2853 ATTACHMENT B Licensed Configuration Base CPU and CPU Operating System Make/Model: DG A V I I ON AV/6225 Operating System: AOS/V S UNIX ULTRIX VMS Serial #: 96679 -26 Other(Specify) DG /UX Media Type Required: CD ROM (Circle One) DAT Tape (HP only) OS Version: Site (End User) Technical Contact Name: Mr • Keith Spencer or Mr . George Garrett Telephone: (305) 292 -4476 or (305) 292 -4407 Installation Address: 5100 College Road Key West, FL 33040 Licensed Software Floating Node Locked License (3 -Pak) SoOwar.J ;finned jOuantityl f Ouantityl, ARC/INFO 3 — ARC/INFO NETWORK 1 — ARC/INFO TIN — ARC/INFO COGO ARC/INFO GRID — — ••aeTO BE USED IF NEEDED**** A ' , nal Operating System Make/Model: Operating System: AOSNS UNIX ULTRIX VMS Serial #: Other (Specify) Media Type Rewired CD R • • (Circle One) DAT Tape (HP . OS Version: Site (End User) Technical Contact Name: Telephone: Installation Address: G- 201 /CM 2 2/27/92 nj Environmental Systems Research Institute, Inc. 380 New York Street JJ. Redlands. CA 92373 (714) 793.2853 ATTACHMENT A Registered Client Information Client Name: Board of Ship Original County Commissioners Software to: George Garrett Mailing Address: Director of Marine Resources 5100 College Road Key West, FL 33040 Address: 5100 Coll PgP Road KPy WPst , FL *'Rn4n Telephone: ( 305) 292 -4407 Fax No.: ( 305) 292 -4538 (NOTE: ESRI ships via UPS and/or Federal Express. Please provide an Primary Contact: George Garrett address other than a P.O. Box to ensure proper delivery.) Bill to: Data General Corporation Leasing Address: 4400 Computer Drive MS F -233 Westboro, MA 01580 Client Contact's Name and Address: Contracts: George Garrett Telephone: (305) 292 -4407 Fax No.: ( 305) 292 -4538 Address: 5100 College Road Key West, FL 33040 G- 201 /CM 1 2/27/92 • E SFU Environmental Systems Research Institute. Inc. • 380 New York Street J �. Redlands, CA 92373 (714) 793 -2853 ArcView' PRERELEASE SOFTWARE LICENSE FOR ARC /INFO® LICENSEE This Agreement describes the objectives, terms, conditions, and responsibilities for access to the prerelease version of ArcView Software, hereinafter called "Software," between Environmental Systems Research Institute, Inc., with its principal place of business at 380 New York Street, Redlands, California 92373, hereinafter called "ESRI," and Monroe Con nt - y , having its principal place of business at 5100 College Road, Key West, Fr, 1'3040 , hereinafter called "Licensee." 1. Grant of Software License Except as amended in Section 3 below, the ESRI® Software License previously signed between these parties is incorporated herein by reference. ESRI hereby grants a royalty -free, personal, nontransferable, and nonexclusive license to Licensee for use in demonstrating the Software and associated Documentation as delivered, in accordance with the terms expressed herein. No authorization is granted to make any modification to the Software. This License shall become effective upon receipt of the Prerelease Software and/or Documentation and will terminate upon receipt of the commercial release of the Software from ESRI Customer Service. 2. Proprietary Rights The Software and Documentation delivered are ESRI Proprietary Materials containing trade secrets, inclusive of unpublished specifications. In exchange for the License granted herein, Licensee agrees to retain all Materials and information delivered to or provided to it as confidential until ESRI commercially releases the same, or the License is terminated, and then agrees to conform to the license terms concerning such Materials. Title to all Materials remains wholly with ESRI. All rights in patents, copyrights, trademarks, and trade secrets will remain wholly in ESRI. Licensee shall not sell, transfer, publish, disclose, display, or otherwise make available the Software or other Materials in any form to any other person or entity, including, but not limited to, flowcharts, logic diagrams, object code, source code, or technical documentation, without the written permission of authorized ESRI staff. Licensee may use the Software and Materials for demonstration to new clients provided the client is informed that this Software is not yet commercially available, and that they agree to maintain the existence of the new functionality in secret until it is commercially released by ESRI. Licensee shall secure and protect the Software and Materials in the same manner and to the same degree it protects its own proprietary information, using no less than a reasonable standard of care. Licensee shall allow access to the Software and Materials only for those within its own organization who have a need to know for purposes of demonstration to potential clients and agrees to instruct those employees of their obligations hereunder. ArcView is a trademark of Environmental Systems Research Institute, Inc. ARC/INFO is a registered trademark of Environmental Systems Research Institute, Inc. ESRI is the company name and a registered trademark of Environmental Systems Research Institute, Inc G -191 /ARCVIEW /SB 1 2/13/92 • • `.., Environmental Systems Research Institute, Inc. 380 New York S treet J J. Redlands. CA 92373 (714) 793 -2853 ti Lic ensed Software Floating Node Locked License (3 -Pak) • i i r c.. . f Ouantity) (Ouantity) ARC /INFO ARC/INFO NETWO ' ARC/INFO TIN ARC/INFO COGO ARC/INFO GRID Total Licensed Software Floating Mainte . Node Locked Maintenance) License User Support (3 -Pak) User Support ,$oftwarr 1 .irrnsed (Quantity) Eri. Sts. (Quantity) Ed. srs. ARC/INFO ARC/INFO NETWORK ARC/INFO TIN ARC/INFO COGO ARC/INFO GRID G- 201 /CM 3 2/21'92 Environmental Systems Research Institute, Inc. �� 380 New York Street y J J. Redlands, CA 92373 (714) 793 -2853 3. Limitation of Liability and Warranty THIS SOFTWARE IS PROVIDED TO YOU "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. LICENSEE BEARS ALL RISK AS TO THE QUALITY AND PERFORMANCE OF THE PRERELEASE SOFTWARE. ESRI and Licensee agree that Prerelease Software will be used only for demonstration purposes. Use of this Software by Licensee assures no guarantee that the commercial release of this product will contain the same or similar functionality. ESRI reserves the sole right to make any change it deems necessary or desirable to the Software. 4. Termination of License The term identified in Section 1 shall he extended as necessary by ESRI. Upon receipt of the commercial release of the Software from ESRI, Licensee will delete all prerelease versions of the Software from its system, and either return or destroy all Materials. A letter shall then be forwarded to ESRI that the above steps have been taken. If the Licensee has purchased a new copy of the Software, this Prerelease Agreement will terminate and the ESRI Software License attached will remain in effect, including the warranty and limitation of liability provisions therein. 5. General This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals and agreements, both written and oral. This Agreement may be modified only by a writing signed by a duly authorized representative of each party. AGREED ENVIRONMENTAL SYSTEMS Monroe County Board of CommissionerRESEARCH INSTITUTE, INC. "Licensee" " ES _ .$,_ ,..6, , Authorized Signature Authorized Aw Signature N . Wilhelmina Harvey LAL.t 2R ,t )tGEp cN A 4. �i Printed Name o0 , ', Printed Nam � : Mayor Vise, -P2E - tT y Title Title b � - g - may 9� _ D NY L..KOL_ RAGE, Cler Date G.-06-4-6 „,(,--) , /// / 4/..--c- - G- 191 /ARCVIE /SB / 2 2/13/92 • IMPORTANT - READ CAREFULLY BEFORE OPENING BY OPENING THE SEALED MEDIA PACKAGE, YOU ARE INDICATING YOUR ACCEPTANCE OF THE ESRI LICENSE AGREEMENT. IF YOU DO ° NOT AGREE TO THE TERMS AND CONDITIONS AS STATED, RETURN THE MEDIA PACKAGE WITH THE SEAL UNBROKEN AND AIL OTHER COMPONENTS (i.e., THE MANUAL REGISTRATION CARD) TO ESRI OR ITS DISTRIBUTORS FOR A REFUND. NO REFUND WILL BE GIVEN IF THE MEDIA PACKAGE SEAL IS BROKEN OR THERE ARE ANY MISSING COMPONENTS. ESRI License Agreement This is a license agreement and not an agreement for sale. This is a license agreement between the end user (I i :see) and Environmental Systems k ^search Institute, Inc. (ESRI). This ESRI License Agreement (Agreement) gives Licensee certain limited rights to use sir ; ropnetary ArcView Software ago Related Materials (Software and Related Materials). All rights not specifically granted in this Agreement are reserved to ES RI. Reservation of ()await, and Groat at licenser ESRI retains exclusive title and ownership of the copy of the Software and Related Materials licensed under this Agreement and, hereby, grants to Reenact a personal, nonexclusive, nontransferable license to use the Software and Related Materials based on the terms and conditions of this Agreement. Licensee agrees to use reasonable effort to protect the Software and Related Materials from unauthorized use, reproduction, distribution. or publication. Copyright: The Software and Related Materials are owned by ESRI and are protected by United States copyright laws and applicable international treaties and/or conventions. Permitted Uses: • Licensee may use the Software and F 'art Materials on a single terminal connected to a single computer (i.e.. with s single CPU) for Licensee's own internal use. • licensee may install the Software onto a permanent storage device. • Licensee may make only one copy of the Software for archival purposes unless the right to make additional copies is granted to Licensee in writing by ESRI. Uses Not Permitted: • Licensee may not sell, rent, lease, sublicense. lend. assign, time - share, or transfer, in whole or in part, or provide unlicensed Third Parties access prior or present versions of the Software and Related Matenals, any updates, or Licensee's rights under this Agreement. • Licensee may not reverse engineer, decompile, or disassemble the Software. • Licensee may not make additional copies of the Documentation. • Licensee may not remove or obscure any copyright or trademark notices. Term: The license granted by this Agreement is for a term of three (3) years, which will be automatically renewed for subsequent three (3) year terms subject to ESRI's then current policies. The Agreement will automatically terminate without notice if Licensee fails to comply with any provision of this Agreement. Licensee will then return to ESRI the Software, Related Materials, updates. and any whole or partial copies. codes, modifications, and merged portions in any form. The parties hereby agree that all provisions which operate to protect the rights of ESRI shall remain in force should breach occur. Limited Warranty: ESRI warrants that the media upon which the Software is provided and Documentation will be free from defects in materials and workmanship under normal use and service for a period of ninety (90) days from the date of receipt The Software itself is excluded from the warranty. THE SOFTWARE AND RELATED MATERIALS ARE PROVIDED AS IS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE AND RELATED MATERIALS. Exclusive Remedy and Limitation d Liability: During the warranty period, ESRI's entire liability and Licensee's exclusive remedy stall be the return of the license fee paid for the Software and Related Materials in accordance with the ESRI Customer Assurance Program that do not meet ESRI's Limited Warranty and which are returned to ESRI or its Distributors with a copy of licensee receipt. ESRI stall not be liable for indirect- special, incidental. or consequential damages related to Licensee's use of the Software and Related Materials, even if ESRI is advised of the possibility of such damage. Waivers: No failure or delay by ESRI in enforcing any right or remedy under this Agreement shall be construed as a waiver of any future or other exercise of such right or remedy by ESRL Order far Preeedescei Any conflict between the terms of this Agreement and any FAR. DEAR. Purchase Order, or other term; shall be resolved in favor of the terms expressed in this Agreement, abject to the Government's minimum lights unless agreed othere ise. U.S. Government Restricted Rights: Use, duplication, and disclosure by the Government is subject to restrictions u set forth in FAR 452.227 -14 (JUN 1987) Alternate III (g)(3) (JUN 1987), FAR 452.227 -19 (JUN 1987). or DEARS {252.227 -7013 (c)(1)(ii) (OCT 1988) of the Rights in Technxx => Data and Computer Software, as applicable. Contractor /Manufacturer is Environmental Systems Research Institute, Inc., 380 New York Street, Redlandk; t: ° ?2373 USA. This Agreement is governed by the laws of the United States of America and the State of California. The parties agree that this constitute:: 71e sole and entire agreenient of the parties as to the matter set forth herein and supersedes any previous agreements, understandings, and arrangements betwe: a the parties relating hereto. ArcView is a trademark of Environmental Systems Research Institute, Inc. 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." 2 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, Lesser 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 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 Le'ssor'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. Sho' any of the Commercial Units which are the subject of this leas purchase agreement become or, in Lessor's opinion, likely to bf. me the subject of a claim of infringement, Lessor shall have t: option to obtain for the Lessee the right to use the Commercial T'lit(s), or to replace or modify the Commercial Unit(s) so that it iecomes 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 hereunder in com- bination 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, INCLUD- ING 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 6 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 8 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 9 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 invalidat:...g 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 auth dzed, 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 Exhibit A For Lease Purchase Contract Between Data General Corporation ' And Monroe County, Florida; APq 1fEDiSTOr ^ ^• _ ANC EcAL „fiUFF: 1C Continued: By L.-,2 CONFIGURATION B Date .. 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. . \. 1 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 EFO1 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 EPO1 PC ARC /INFO 3.4D ALL MODULES WITH 90 -DAY PRIMARY MAINTENANCE 1 EY01 ESRI INSTALLATION (MULTIPLE RKSTATIONS AT SAME SITE) ATTEST: i ATTES Y L / • PGE, F: By 0 C By // � 1, guty Clerk Title � ., /\<: t«<,,,-t- r1 0 ,,4__ The County of Monroe; /onroe Data uenerai corporation County Board of Comm DGC CUSTOMER rsioners l 7 /2 /.zr.�,7 Author • l iz .. . ° , a L '� H - � . E Authorized Representative TITLE: FUND °rq , M ANA TITLE: UA • A GEN DATE: LEA GEN 2/7/`72-- _ DATE: M r/ • tom! 1-. • L Exhibit A For Lease Purchase Contract Between Data General Corporation And Monroe County, Florida EQUIPMENT AND SOFTWARE ITEM QTY MODEL DESCRIPTION HARDWARE: 1 1 G70365 -E AV6225- 20,64MB,20 SLOT RACKMOUNT BASE 2 1 7015 64MB MEMORY BOARD FOR AV5200/6200 3 1 7405 -W AV6200 -20 ETHERNET LAN CONTROLLER 4 1 4540 -A THIN ETHERNET XCVR - BNC CONNECTOR 5 1 40028A 3 METER AUI CABLE 6 1 7421 -W AV6200 -20 S.E. SCSI CONTROLLER 7 1 7902 -WF7 5.OGB DISK ARRAY SUBSYS FOR AV6200 -20 8 1 7902 -A 5GB HOT REPAIR ADD -IN TO DISK ARRAY 9 1 G6590 -G 2GB 8MM CART /TAPE ADD TO CSS2 CHASSIS 10 1 G6754 -AE CSS2 W/320/525MB QIC TAPE DRIVE 11 1 G6586 -A ADD -ON 1600BPI 1/2" REEL TP DR -TBLTP 12 1 15378E003 3 FT EXT SINGLE -ENDED SCSI CABLE 13 1 G6629 -G 600MB CDROM DISK DRIVE ADD -IN TO CSS2 14 1 15378E005 5 FT EXT SINGLE -ENDED SCSI CABLE 15 1 6682G -XX D217 GREEN DATA TERM W/0 KBD /CABLE 16 1 G6488 -A AT -STYLE KEYBOARD, 101 KEYS 17 1 G11221 -G7 GRAY CPU CAB, 72 "X34 ", US /US -JAPAN SOFTWARE: 18 1 POO1APY1AN DG /UX OPER SYS W/X WIND 16 USER LIC HIGH END WORKSTATION CONFIGURATION /HARDWARE: 19 3 G70394 AV530 BASE SYSTEM, 33MHZ, 32MB MEMORY 20 3 G7206 -A GRAPHIC PKG -AV400 /410 19 ",8 -BIT COLOR 21 3 G6685 -F 1.OGB SCSI DISK ADD IN 22 3 G6677 -F 320/525MB CTD ADD -IN 23 3 4540 -A THIN ETHERNET XCVR - BNC CONNECTOR 24 3 40028A 3 METER AUI CABLE SOFTWARE: 25 3 P001AAQ1AN DG /UX OPER SYS W/X WINDOWS 2 USE 26 1 DATA GENERAL HARDWARE MAINTENANCE (THREE YEARS) ATTEST. NY L. ` •IL , E, CL 'K By — . � � Deputy lerk / Data General Cor oration The County of Monroe p Monroe County Board of Commissioners DGC Customer Ar Aut •riz s nta �V ��. Authorized Representative TITLE: FUNDiNC: M.:." AC,r4 TITLE: c ,� { - DATA GENt,A RL DATE: J'� I�R*S IN G DATE Mck ( Z Igq ATTEST: - - " -4 AS TO FOr" by - Title '�S : < u��., -r %✓1c C- er C ' • State and Federal laws affecting remeaies 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 ether 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) BOARD OF COUNTY COMMISSIONERS Attest: DANNY KOLHAGE, Clerk OF MONROE COUNTY, FLORIDA By i // By '1 De!, y er 'ayor/ airman (SEAL) Attest: DATA GENERAL CORPORATION By 7 � �_ By Title ;- /- - t / - k,i,9c,er' Title - APPROVED A4 TO Fold- AND LEGAL SUFFICIENCY. By Dz. 9 '4 1 EXHIBIT B FOR LEASE PURCHASE CONTRACT BETWEEN DATA GENERAL CORPORATION AND THE COUNTY OF MONROE MONROE COUNTY BOARD OF COMMISSIONERS Equipment Location: Monroe County Board of PAYMENT AMOUNT: $5,242.01* Commissioners 5100 Junior College Road FINANCING TERM: 60. Months L Key West, FL 33040 ORIGINAL PURCHASE PRICE: $272,312.40 * Starting 10 -1 -92 for 60 payments through payment due 9/1/97 @ $5,242.01 10 -1 -97 @ $40,846.86 11 -1 -97 @ $100.00 \l>t1 Equipment and Software SEE ATTACHED EXHIBIT A ATTEST DANNY K GE, CLERK By — ?• r ep y Clerk This EXHIBIT B is hereby attached and made a part of the abo e referenced LEASE PURCHASE CONTRACT. DGC and CUSTOMER hereby agree that the Equipment and Software listed on the attached Exhibit B shall be governed by the terms and conditions of the above referenced Lease Purchase Contract and this EXHIBIT B. THE COUNTY OF MONROE; MONROE DATA GENERAL CORPORATION COUNTY BOARD OF COMMISSIONERS BY: /i / /,4/ // ' BY: 41 C. TITL , . ^ ;hANJA,r,' TITLE: DATE: O 4 r� G= NERA!_ o- ... EASING / /i`%C.r DATE: •tAJ 17_ ) CtC 2 ATTEST: 7/1 Y �� ��`✓ Title C�GJ,ny 1 : (ca �° " ,Gi q�,� B Da:a - ✓ n i PURCHASE OPTION AND AMORTIZATION SCHE.._„E TO EXECUTED CONTRACT #12106 -001 BETWEEN DATA GENERAL CORPORATION AND THE COUNTY MONROE, MONROE COUNTY BOARD OF COMMISSIONERS Month # Purchase Option* Month # Purchase Option* 106.9690 37 57.5612 105.9006 38 . 55.9345 3 104.6775 39 54.3003 103.5415 40 52.6500 5 102.3925 4 41 50.982 6 101.2259 42 49.3043 7 100.039: 43 47.6173 8 98.83'35 44 45.9138 • 9 97.6197 45 44.2022 10 96.2865 46 42.4741 11 95.1:36 47 40.7292 12 93 48 38.9760 13 92.5316 49 37.2059 14 91.2968 50 35.4188 15 89.9914 51 33.6231 16 88.6519 52 31.8103 17 87.2081 J3 29.9801 t9 85.3472 54 28.1374 19 84.5747 26.2959 20 83.1877 56 24.4379 21 81.7891 57 22.5809 80.3759 58 20.7064 23 78. 59 18.8153 24 77.5078 60 16.9250 c 76.0520 26 74.5831 27 73.1010 a8 71.6037 29 70.i:911 30 68.5E45 21 c6�7, 003229 APPROVED AS TO FORM 22 65..4819 • rr • Nl 62.9258 24 62.2541 g 2 ` °'� C. 5 60.7666 36 59.1718 *as a percent of Original Purchase Price on Executed Contract #12106 -001. The County of Monroe; Monroe Data General Corporation • County Board of Commissioners • DGC i �� ® Cus tgner. .. --__ Autho /A Authorized Re • Representative Title; FUNDING fvIANAGER DATA G= NP Title: Mayor /Chairman Date: � � 2/7 Date: May 12, 1992 ATTEST: NY L. K HA CLERK By Hor le.-1. NON- COLLUSION AFFIDAVIT I, Laura Dangermond, of the city of Redlands according to the law on my oath, and under penalty of perjury, depose and say that; 1) I am the Vice - President of Environmental Systems Research Institute, Inc., 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 why 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 reliirs upon the truth of the statements contained in this affidavit in awarding contracts for said project. ` (Signature of Bidder) STATE OF CALIFORNIA April 20, 1992 COUNTY OF SAN BERNARDINO PERSONALLY APPEARED BEFORE ME, the undersigned authority, Laura Dangermond who, after first being sworn by me, affixed her signature in the space provided above on this 20th day of April, 1992. NOTARY PtJBLIC My commission expires: , / / , -7 a- - G+soeocrks-� - : r ..•�c...�•- .zr.:c- :a`�sc+oo� �`� �;• ;. _ ry .. •• ir'. _ . ... ;. SWORN STATEMENT UNDER ORDINANCE NO. 10 -1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE Environmental Systems Research Institute, Inc. (ESRI) warrants that it has not employed, retained or otherwise had act on its behalf any former County officer or employee in violation • 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 breach or violation of this provision the County f may, in its discretion, terminate this contract without liability and may also, in its discretion, _ deduct from the contract 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. _if ____. I (signature) Date: April 20, 1992 STATE OF CALIFORNIA COUNTY OF SAN BERNARDINO PERSONALLY APPEARED BEFORE ME, the undersigned authority, LAURA DANGERMOND who, after first being sworn by me, affixed her signature in the — space provided above on this 20th day of April, 1992. . i G 'fir .�• NOTARY PUBLIC My commission expires: , ' ' r oa!1:, ` -L. ..nwll., :li i .^.'..)-0 IRS 1,,, X7.1,.., E', 0 a. . 1 199x: • • - E linvuonnlental Systems Research institute, Inc. 380 New York Street J j .A � Re';9L3-C2853 92373 (714) SWORN STATEMENT PURSUANT TO SECTION 287.133(3)(A). FJ.ORIDA STATUTES, ON PUBLIC ENTITY CRIMES THIS 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 Monroe County Planning Department by Laura Dangermond, Vice President, for Environmental Systems Research Institute, Inc., whose business address is 38() New York Street, Redlands, California 92373. and (if applicable) its Federal Employer Identification Number (FEIN) is 95- 2775732. (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(I)(g), Florid;t Statute, 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 or 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 Statutes, 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)(a), Flnrida 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 thc 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 ownerslup 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 he 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 he 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 Unitcd States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of good 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. A92-00697/JJ 1 5/211/92 Environmental Systems Research Institute, Inc. 3R0 New York Street kw.J. Redlands, -28 92373 (714) 793 -2853 executives, partners. shareholders, employees, members. and agents who are active in management of an entity. 6. Based on information and belief, the statement which I have marked below is true in relauan to the entity submitting this sworn statement. [Indicate which statement applies.] X Neither the 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 thc 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 Hearings 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. [attach a copy of the final order] I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 1 (ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONLY AND THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED TN SECTION 287.017, FLORIDA STATUTE$ FOR CA ORY TWO OF ANY CHANGE LN THE INFORMATION CONTAINED IN THIS FOR . 7DalgeWite [signature] [ate] STATE OF CALIFORNIA COUNTY OF SAN BERNARDINO LNTENTIONAL BLANK A92-00697/JJ 2 5/28/92 " Environmental Systems Research Institute, Inc. 3810 New York Street j.. R ed *nits. CA 92373 (714) 793 -2853 PERSONALLY APPEARED BEFORE ME, the undersigned authority, Laura Dangermond who, after first being sworn by me, affixed his/her signature in the space provided above on this 28 day of May, 1992. dipz:4 110 ■ NOTARY PUBLIC .. My commissi expires: ()WAAL SEAL / G t CHERYL D. soRENSei a N3TARY FuRuc_CAuffew, L PRINCIPAL cFricE 9i Form PUR 7068 (Rev. ` �! 's' sA e:�vAPOPacarm F 68 (Re . 04/1()/91 j .��, y Commacn e.o.es July it 1993 i • A92- C0697/JJ 3 5/28/92