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10/02/1979 CONTROL DATA CORPORATION PariphetC Company 8100 34th Avenue South Ba iness`Products Operations DISK PACK AND DATA MODULE LEASE Minneapolis, Minnesota 55140 2�CONTROL DATA WITH OPTION TO PURCHASE AGREEMENT �7 CORJNDRATION To: Control Data Peripheral Products Company Business Products Operations Regional Sales Office: Lease •greement No: Control Data Corporation Effective Date: 2550 Douglas Road Purchase Order No.: Coal gables, ft 33134 Lease Term: 36 moo. Leasee Billing Address: Lessee Shipping Address: Monroe County Board of Commisstoners Same S ©O Whitehead Street Attn: Dan Kohlage Key-. West,, f1. Computer Boom • Control Data Corporation (hereinafter "Control Data ") hereby leases to the above referenced Company (hereinafter "Lessee "), and Lessee hereby leases from Control Data the quantity of equipment as set forth below (hereinafter referred to individually as "Disk Packs" or "Data Modules" or collectively as "Equipment ") pursuant to the terms and conditions on the reverse side hereof, and as stated below, all constituting this Equipment Lease With Option to Purchase Agreement (hereinafter the "Lease "). LIST OF EQUIPMENT Basic Monthly Rental Unit Quantity Model Quantity Range Purchase Unit Total Price 893 Data Module 5 -9 *48.25 *48.25 *48.25 OPTIONS: Iffi PRICING CLAUSE: Lessee may, at its option, lease in addition to the quantity indicated above, Equipment in the Quantity Range specified above at the cumulative prices listed above, i.e., Lessee shall pay the Equipment lease price for each Quantity Range, and then for all Equipment within that range before Lessee is entitled to receive the lower Equipment lease price afforded by the next higher Quantity Range. All Equipment so leased will be for the Lease term as stated above. ❑ BLANKET ORDER CLAUSE: Lessee shall accept delivery of the quantity of Equipment stated above within a twelve (12) month period or pay to Control Data thirty (30) days after invoicing, a retroactive charge equal to the difference between that price paid to Control Data by Lessee for this quantity and that higher price Lessee would have paid to Control Data had Lessee contracted to lease the lesser quantity that Lessee did in fact accept for delivery. Equipment leased pursuant to this Agreement shall be for the Lease term as stated above and the Lease price to apply shall be that price as adjusted during the twelfth month as described herein. THE LESSEE ACKNOWLEDGES THAT IT HAS READ, UNDERSTANDS AND IS BOUND BY EACH AND EVERY TERM HERE- OF OR INCORPORATED HEREIN. Agreed to and Approved accepted this day of 19 this day of 19 Lessee Com.., •,1 roe Co . Board of CONTROL DATA CORPORATION .7�:��, issiO. PERIPHERAL PRODUCTS-COMPANY By B Y s . Title Title Ralph W. White, Clerk Please send all communications to Control Data at its Regional Sales office as listed above unless notified to the contrary. AA 5550 Rev. 11/76 CUSTOMER TERMS AND CONDITIONS OF LEASE WITH OPTION TO PURCHASE AGREEMENT •!''` : ' TITLE AND RISK OF LOSS IN NO EVENT, SHALL CONTROL DATA'S LIABILITY OF ANY Title to the Equipment shall remain at all times with Control Data except KIND INCLUDE ANY SPECIAL INCIDENTAL OR CONSEQUEN- where Lessee elects to exercise its option to purchase as recited herein. TIAL DAMAGES, EVEN IF CONTROL DATA SHALL HAVE BEEN ADVISED THE POSSIBILITY OF SUCH POTENTIAL LOSS Control Data shall be responsible for all risks of loss or damage to the OR DAMAGE. Equipment while in transit and while in the custody of the carrier. There- CONTINUED POSSESSION after, Lessee assumes all risk of loss or damage. TAXES Lessee's continued possession of the Equipment after the Lease:- period has expired and the option to purchase has not been exercised, shall be All taxes, however designated, levied or based on the Lease or purchase considered a continuation of the Lease. In such instances the Lease shall price set forth in this Agreement or on this Agreement, or on the Equip- continue until such time as it is terminated by , eith8riparty upon giving ment, or its use, shall be added to the prices charged Lessee hereunder and ninety (90) days written notice to the other. shall be paid by Lessee. PATENTS ` INVOICES AND CHARGES Control Data will indemnify. _Lessee against costs and damages arising Rental charges shall begin seven (7) days after date of shipment, or the from patent infringement provided that 11) Lessee promptly notifies Con - effective date of this Lease, whichever is the earlier, and Lessee shall be trol Data of any claim of infringement; and (2) Control Data does not invoiced all monthly charges in advance. Rental charges for fractional avoid the claim by Equipment modification or substitution satisfactory parts of a calendar month shall be invoiced to Lessee at the rate of 1 /30th to Lessee; and (3) Control Data is given full control of litigation and of the monthly rate for each day. Rental charges shall continue to apply settlement. until a Lease Termination Notice is signed, submitted and received by �RCHAS: OPTION Control Data. All rental charges are subject to change at any time after expiration of the Lessee may purchase at any time, any of the Equipment and such pur- Lease term. s: chase shall not void the warranty as to the Equipment which is so purchased. MAINTENANCE AND REPAIR OF EQUIPMENT All such purchases shall be at the Unit Purchase Price, as set forth Lessee shall be responsible for cleaning the Equipment and, where appli- on the reverse side of this form (less an amount equal to ninety percent cable, changing associated filters in accordance with applicable industry (90 %) of the total Basic Monthly Rental paid during the first twelve standards and practices. Lessee shall not attempt to perform any other (12) months, and twenty percent (20 %) of the Total Basic Monthly repairs or maintenance on Leased Equipment unless instructed to do so Rental paid during the second twelve (12) months); provided, however, by Control Data in writing. that the Equipment being purchased has been on continuous rental by Control Data agrees to repair or replace Leased Equipment during the Lessee. In no event, however, shall the credit toward purchase exceed Lease term at no charge to Lessee, except for repairs or replacements re- seventy percent (70 %) of said Unit Purchase Price. quired which in Control Data's judgment are due to the fault or negligence Lessee's purchase option shall become effective and title shall pass of Customer. to Lessee on the date Control Data receives full payment of the price WARRANTY as computed above, together with all amounts due or to become due The Equipment may not be newly manufactured. Equipment which is not under this Lease. newly manufactured is warranted equivalent to new in performance. TE RM I NAT ON Equipment which is newly manufactured, may consist in part of used If Lessee petitions for reorganization under the Bankruptcy Act; components which are warranted equivalent to new in performance when or is adjudicated a Bankrupt; or a receiver is appointed for Lessee's busi- used in the Equipment. ness; or Lessee makes an assignment for the benefit of creditors; or de- Control Data warrants that Data Modules shall be free from defects in faults in payment of any sum due hereunder; or otherwise fails to fulfill material and workmanship, shall meet applicable Control Data specifica- its obligations under this Lease, then Control Data shall have without tions upon delivery and shall remain usable with respect to read error further notice, the right to terminate this Lease and enter Lessee's prem- characteristics fora period of twelve (12) months from,the date of ship- ises immediately to remove and repossess any or all of Control Data's ment. Control Data warrants Disk Packs shall meet the above standards Equipment. Control Data's termination of the Lease shall be without pre - and shall remain usable with respect to read error characteristics for the judice to any other remedies Control Data may have. Termination of this Life of the unit. Lease, or any other Agreement Control Data may have with Lessee for This warranty shall remain in effect only if the Equipment is maintained any of these reasons, shall be sufficient justification for termination, at in accordance with applicable industry standards and practices. Control Control Data's option, of any or all Agreements between Control Data Data's sole obligation under this warranty shall be the repair or replace- and Lessee. Lessee's obligation to pay all charges which shall have ac- ment of the defective unit (at Control Data's option) at no charge to the trued shall survive any termination of this Lease, or any Supplements Lessee. incorporated herein. Control Data may, however, assume liability for damage to the read /write In the event that Lessee upgrades its computer system and procures re- heads of a Disk Drive, when in the opinion of Control Data and at its dis- quired Disk Packs or Data Modules from Control Data, or upgrades to a cretion, such damage occurred as a direct result of a manufacturing defect computer system for which Control Data is unable to supply the required in the Disk Pack. In such instances, the liability of Control Data shall be Disk Packs or Data Modules, Lessee may, after Equipment has been on limited to the cost of replacing the damaged read /write heads. Control continuous rental for twelve (12) months, terminate this Lease without Data's liability, if any, shall apply only during the Lease term and only to charge. the Equipment leased to the original Lessee by an authorized Control Lessee may terminate the Lease at any time, without cause, upon ninety Data representative or agent. (90) days written notice, provided Lessee pays to Control Data an amount THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WAR- equal to seventy -five percent (75 %) of the total rental payments remaining RANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITH- to be paid during the balance of the rental period specified on the face OUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY page hereof. OR FITNESS FOR A PARTICULAR PURPOSE. Lessee's termination of this Lease in accordance with the above para- WARRANTY CLAIMS graphs, requires execution of a Lease Termination Notice. Termination Claims made by Lessee under the above warranty shall be made immedi- shall not become effective until the Equipment being terminated is re- in writing, and shall Specify the exact nature and reason for the ceived by Control Data. Lessee agrees to pay or reimburse Control Data ate) y, g, P Y for all return transportation costs upon termination or expiration of the claim, the date the malfunction was first observed, and the serial number Lease. Equipment being returned must be packaged in their original of the Equipment. containers or equivalent.' Repairs and service work due, in Control Data's judgment, to the fault or MISCELLANEOUS negligence of the Lessee or due to any other reason not covered by the warranty, will be billed to and paid for by Lessee at Control Data's then Lessee shall make no assignment hereunder without the express written current repair charges rate. consent of Control Data, nor shall Lessee permit any other party to use Transportation charges for warranty service work will be paid by Control the Equipment as leased to Lessee. Data only during the term of the Lease. Transportation charges for ser- This Lease shall be governed by the laws of the State of Minnesota and vice work not covered by the warranty or not during the term of the Lease _ there are no understandings, agreements or representations, express will be billed to and paid for by Lessee. or implied, not specified herein. Equipment that is returned to Control Data must be packaged in the orig- The terms and conditions of this Lease shall prevail notwithstanding the inal container, or its equivalent, and addressed to Control Data Corpora- variance of any terms and conditions of any purchase order submitted tion, 10409 I Street, Omaha, Nebraska 68137. * to Control Data by Lessee. • LIMITATION OF LIABILITY This Lease shall not be deemed or construed to be modified, amended, rescinded, cancelled or waived in whole or in part, except by written THE SOLE AND EXCLUSIVE REMEDY FOR CONTROL DATA amendment. LIABILITY OF WHATEVER NATURE OR KIND, INCLUDING LI- 'If containers are unavailable to Lessee they may be ordered from Control ABILITY FOR NEGLIGENCE WITH RESPECT TO EQUIPMENT Data Corporation; 10409 Street, Omaha, Nebraska 68137, Containers LEASED OR PURCHASED, OR ANY PERFORMANCE BY CON- ordered by Lessee will be invoiced to Lessee at Control Data's then TROL DATA, INCLUDING DELAY FOR DELIVERY OR REPAIR, current retail price. Lessee shall be liable. for any damages resulting SHALL BE LIMITED TO REPAIR OR REPLACEMENT IN AC- from•Lessee's failure to package as specified herein and will be invoiced CORDANCE WITH THE APPLICABLE PARAGRAPHS HEREIN. according to Control Data's then current price list. 2550 Douglas Road Coral Gables, Florida 33134 @Es CONTROL DATA CORPORATION August 28, 1979 Monroe County Board of Commissioners Attn: Dan Kohlage 500 Whitehead Street Key West, FL Dear Dan: Here is the new lease agreement for your spare 893 Data Module. Please have it signed, with a purchase order, and send it back to me. I appreciate your business. Sincerely, - e�s -F�� William E. Lindsley Marketing Representative Business Products Group WEL / dp Enclosure