The URL can be used to link to this page

Item C27BOARD OF COUNTY COMMISSIONERS Meeting Date: April 16, 2003 Bulk Item: Yes X No _ AGENDA ITEM SUMMARY Division: Management Services Department: Technical Services AGENDA ITEM WORDING: Approval to rescind Special Service Arrangement Agreement with Insight Global Finance, Inc. to replace existing visual control system at Marathon EOC, approval to waive Purchasing Policy and Procedure and approval of a corrected agreement with Global Insight and Addendum to replace existing visual control system at Marathon EOC, and authorization for Mayor to execute. ITEM BACKGROUND: The previously approved agreement had blanks and a total cost of equipment. When Global Insight provided the equipment list, the total of the list did not match the amount of the approved contract. PREVIOUS RELEVANT BOCC ACTION: Board approved contract approved with Global Insight on February 19, 2003. CONTRACT/AGREEMENT CHANGES: Equipment list added, price changed from $47,670.03 to $58,348.20. STAFF RECOMMENDATIONS: Approval as stated abovel TOTAL COST: $58,348.20/ 5 years BUDGETED: Yes X No COST TO COUNTY: $58,348.20/ 5 years SOURCE OF FUNDS: Ad Valorem Taxes REVENUE PRODUCING: Yes No X AMOUNT PER MONTH Year APPROVED BY: County Atty _ OMB/Purchasing Risk Management DEPARTMENT DIRECTOR APPROVAL: �Z Todd Erickson DIVISION DIRECTOR APPROVAL: Sheila Barker DOCUMENTATION: Included X To Follow. DISPOSITION: Revised 2/27/01 Not Required AGENDA ITEM # MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Insight Global Contract # Effective Date: April 16,2003 Expiration Date: April 16,2008 Contract Purpose/Description: To repair existing audio visual control system and Marathon EOC Contract Manager: Lisa Druckemiller 5100 Technical Services/5B (Name) (Ext.) (Department/Stop #) for BOCC meeting on 04/16/03 Agenda Deadline: 04/02/03 C_ Total Dollar Value of Contract: $ 58,348.20 Current Year Portion: $ Budgeted? Yes® No Account Codes: 001-06002-530-440- Grant: $ _ County Match: $ ADDITIONAL COSTS Estimated Ongoing Costs: $ For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial Changes Date In Needed Division Director Yes No Risk Management -3 � � Yes No" O.M.B./Purchasing 3 Q3 YesO No�/ / County Attorney -13 YesO NoEg--- Comments: ( ./l1A.' /.(.i/]// A Davly D% L! D orm 5,834.82 etc. Date Out Revie L,e -C.cf L a MUNICIPAL MASTER LEASE AGREEMENT # Dated � � 0 � Insiaht Global DEAR CUSTOMER: This Master Lease Agreement ("Master Lease") contains the terms of your agreement with us. The words You, Your and Lessee mean you, our customer. The words We, Us, Our and the Lessor, mean us, Insight Global Finance, Inc. 1. EQUIPMENT LEASED: We agree to lease to you and you agree to lease from us the equipment ("Equipment") identified in the equipment schedule(s) ("Schedule") executed in accordance with this Master Lease. Each Schedule shall incorporate the terms and conditions of this Master Lease, and shall include such other terms as we shall agree upon. Each Schedule is a separate lease, independent of all other Schedules. In the event of a conflict between this Master Lease and the terms of a Schedule, the terms of the Schedule shall control. The word "Lease" when used in this Master Lease shall mean this Master Lease and respective Schedule(s). 2. TERM, RENT, & PURCHASE ORDER: This Master Lease shall begin on the date set forth above and shall continue in effect so long as any Schedule remains in effect. You promise to make all payments due under the Lease according to the terms set forth in the Schedule. You agree that this Lease is a net lease which may not be terminated or canceled; that, except as provided in Section 15, you have an unconditional obligation to make all payments due under the Lease, and that you may not withhold, set off or reduce such payments for any reason. You authorize us to purchase the Equipment from supplier ("Supplier"). You will arrange for the delivery of the Equipment. When you receive the Equipment, you agree to inspect it to determine if it is in good working order. 3. ASSIGNMENT: YOU MAY NOT SELL, PLEDGE, TRANSFER, ASSIGN OR SUBLEASE THE EQUIPMENT OR THIS LEASE. We may sell, assign or transfer all or any part of this Lease and/or the Equipment. During the term of this Master Lease, Lessee shall keep, or cause to be kept, a complete and accurate record of all such assignments in form necessary to comply with Section 149 of the Internal Revenue Code 1986, as amended (the "Code"). For this purpose, Lessee appoints Lessor to act as its registration agent, which appointment Lessor hereby accepts. Lessor agrees on Lessee's behalf to maintain records of all assignments. Lessee agrees, if so requested, to acknowledge each such assignment in writing within 15 days after request therefor, but such acknowledgement shall in no way be deemed necessary to make any assignment effective. The new Lessor will have the same rights that we have, but will not have to perform any of our obligations. You agree that you will not assert against the new Lessor any claims, defenses or set -offs that you may have against us. 4. WARRANTY: The Equipment covered by this Lease is covered by the limited warranties in effect at the time the Equipment is delivered, on standard terms and conditions supplied with each shipment of Equipment and which are incorporated herein by this reference. 5. TAXES, MAINTENANCE, & INSPECTION: The parties to Lease contemplate that the Equipment will be used for your governmental or proprietary purpose and, therefore, that the Equipment will be exempt from all taxes presently assessed and levied with respect to personal property. Nevertheless, if the use, possession or acquisition of the Equipment is determined to be subject to taxation, you shall pay when due all taxes and governmental charges lawfully assessed or levied against or with respect to the Equipment. You agree to use, operate and maintain the Equipment in accordance with all laws, regulations and ordinances and in accordance with the provision of any policies of insurance covering the Equipment. You agree to keep the Equipment in good repair, working order and condition (ordinary wear and tear excepted) and house the same in suitable shelter, and to permit us or our assigns to inspect the Equipment at any time and to otherwise protect its interests therein. You shall use the Equipment in a careful and proper manner and only for the purpose contemplated by the manufacturer. 6. LOSS OR DAMAGE; INSURANCE: You are responsible for any loss, theft or destruction of, or damage to, the Equipment (collectively "Loss") from any cause, whether or not insured, until the Equipment is delivered to us at the end of this Lease. You are required to make all lease payments even if there is a Loss. You must notify us in writing immediately of any Loss. You agree to keep the Equipment insured for its full replacement value against any type of Loss, and name us as loss payee until the Lease is paid in full. If Lessee is self -insured with respect to the Equipment, Lessee shall maintain during the term of this Master Lease an actuarially sound self-insurance program in form satisfactory to Lessor and shall provide evidence thereof in form and substance satisfactory to Lessor. 7. LATE CHARGES: If any payment is not made when due, you agree to pay a late charge at the rate of ten percent (10%) of such late payment and each month thereafter, and a finance charge of 1.33% on any unpaid delinquent balance, but in no event greater than the maximum interest rate allowable under applicable law. 8. SECURITY INTEREST: You grant us a security interest constituting a first lien on the Equipment (including any replacements, substitutions, additions, attachments and proceeds). You will deliver to us signed financing statements or other documents we request in order to perfect our security interest in the Equipment. You appoint us or our agent as attorney in fact to execute, deliver and record financing statements on your behalf. 9. DEFAULT: Each of the following is a "Default" under this Master Lease; (a) you fail to pay any lease payment or any other payment when due, (b) you do not perform any of your other obligations under this Lease or in any other agreement with us and this failure continues for 10 days after we have notified you of it, (c) you become insolvent, you dissolve or are dissolved, you fail to pay your debts as they mature, you assign your assets for the benefit of your creditors, or you enter (voluntarily or involuntarily) any bankruptcy or reorganization proceeding, (d) any certificate, statement, representation, warranty or audit contained herein or heretofore or hereafter furnished with respect hereto by or on behalf of Lessee proves to have been false in any material respect at the time as of which the facts therein set forth were stated or certified or (e) by Lessee having omitted any substantial contingent or unliquidated liability or claim against Lessee. 10. REMEDIES: If a Default occurs, we may do one or more of the following; (a) we may cancel or terminate this Lease or any or all other agreements that we have entered into with you; (b) we may require you to immediately pay us all lease payments due or to become due with respect to any or all Leases during the fiscal year in which the Default occurs, whereupon such lease payments shall be immediately due and payable; (c) we may require you to deliver the Equipment to us as set forth in Section 16; (d) we or our agent may peacefully repossess the Equipment without court order and you will not make any claims against us for damages or trespass or any other reason; and (e) we may exercise any other right or remedy available at law or in equity. You agree to pay all of our costs of enforcing our rights against you, including reasonable attorneys' fees and costs. If we take possession of the Equipment, we may sell or otherwise dispose of it with or without notice, at a public or private sale, and apply the net proceeds (after we have deducted all costs related to the sale or disposition of the Equipment) to the amounts that you owe us. You agree that if notice of sale is required by law to be given, 10 days notice shall constitute reasonable notice. You will remain responsible for any amounts that are due after we have applied such net proceeds. All our remedies are cumulative and are in addition to any other remedies provided for by law and may be exercised either concurrently or separately. Any failure or delay by us to exercise any right shall not operate as a waiver of that right, any other rights or future rights or the right to modify the terms of this Lease. 11. CURRENT EXPENSE: The obligations of Lessee, including its obligation to pay the lease payments due in any fiscal year during the term of a Lease, shall constitute a current expense of Lessee for such fiscal year and shall not constitute an indebtedness of Lessee within the meaning of the constitution and laws of the state in which Lessee is located. Nothing herein shall constitute a pledge by Lessee of any taxes or other moneys (other than moneys lawfully appropriated from time to time by or for the benefits of Lessee for this Master Lease) to the payment of any lease payments due under a Lease. 12. INDEMNIFICATION: You are responsible for and agree to indemnify and hold us harmless from any and all (a) losses, damages, penalties, claims, suits and actions (collectively "Claims"), caused by or related to the installation, ownership, use, lease, or possession of the Equipment and (b) all costs and attorneys' fees incurred by us relating to any Claim. You agree to reimburse us for and if we request, to defend us at your own cost and expense, against any Claims. You agree that - your obligations under this Section 12 shall survive the termination of this Lease. 13. MISCELLANEOUS: (a) Choice of Law. This Lease shall be governed by the laws of the State of the Lessee (without regard to the conflict of law principles of such state). (b) Entire Agreement. The Lease constitutes the entire agreement between you and us and supersedes all prior agreements, negotiations and purchase orders. (c) Enforceability. If any provision of this Lease is unenforceable, illegal or invalid, the remaining provisions shall continue to be effective. (d) Amendment. This Lease may not be modified or amended except in writing signed by you and us. You agree however, that we are authorized, without notice to you, to supply missing information or correct obvious errors in the Lease. (e) Usury. It is the express intent of both of us not to violate any applicable usury laws or to exceed the maximum amount of interest permitted to be charged or collected by applicable law, and any excess payment as determined by court order, will be applied to the lease payments in inverse order of maturity, and any remaining excess will be refunded to you. (f) Notice. All notices shall be in writing and shall be delivered to the appropriate party personally, by private courier, by facsimile transmission or by mail, postage prepaid, at its address shown herein or to such other address as directed in writing by such party. 14. TITLE; LOCATION: We are the owner of the Equipment. Legal title of the Equipment shall be with us. You agree to keep the Equipment free from liens and encumbrances. You agree that this is a true lease, however, if this transaction is deemed to be a lease intended for security, you grant us a security interest in the Equipment (including any replacements, substitutions, additions, attachments and proceeds). You agree to deliver to us signed financing statements or other documents that we request to protect our interests in the Equipment. You will keep and use the Equipment only at the address set forth above. You may not move the Equipment without our prior written consent. 15. NON -APPROPRIATION: Lessor and Lessee agree that in the event that prior to the commencement of any of your fiscal years you do not have sufficient funds appropriated to make the payments due under a Lease for said fiscal year, you shall have the option of terminating such Lease as of the date of commencement of such fiscal year by giving us sixty (60) days prior written notice of your intent to cancel such Lease. You covenant and represent to us that (a) you will, to the extent permitted by law include in your budget for each successive fiscal year during the term of each Lease a sufficient amount to permit you to discharge all of your obligations under such Lease, (b) you have budgeted and have available for the current fiscal year sufficient funds to comply with your obligations under each Lease and (c) there are no circumstances presently affecting you that could reasonably be expected to adversely affect your ability to budget funds for the payment of sums due under each Lease. No later than the last day of the fiscal year for which appropriations were made for the payments due under the Lease, you shall return to us all, but not less than all, of the Equipment covered by the affected Lease, at your sole expense. 16. PURCHASE OPTION: You are hereby granted the option to purchase the Equipment subject to this Lease in whole but not in part "as is" and "where is", prior to the scheduled payment of the lease payments due under such Lease, on any lease payment date at a price equal to the purchase option price shown for lease payment date on which such purchase is to be effective under the column entitled "Purchase Option Price" in the applicable Schedule, plus all other payments then due or past due hereunder. To exercise this purchase option, you shall give us irrevocable written notice of your intention to exercise such option and designating the lease payment date on which such purchase is to be effective, which notice shall be delivered to us at least thirty (30) days in advance of the proposed purchase date. We shall then promptly inform you of the Purchase Option Price to be paid on the lease payment date selected by you which Purchase Option Price may include other payments due hereunder, and may be modified to reflect payments arising after the date we so inform you. The purchase option herein granted may be exercised by you whether or not one or more Defaults have occurred and are then continuing at the time of such exercise; provided, however, that the purchase of the Equipment upon the exercise of such option during the continuance of a Default shall not limit, reduce or otherwise affect liabilities or obligations that you may have incurred as a result of such Default. On receipt of the applicable Purchase Option Price in good funds, the applicable Lease shall terminate and we shall deliver to the you such deeds, termination statements, bills of sale and other documents and instruments as you shall reasonably require to evidence the transfer of all right, title and interest of us in such Equipment to you "as is" and "where is", without warranty, express or implied, except that we shall warrant that such Equipment is free and clear of all liens created by us. County Of Monroe (Lessee) Insight Global Finance, Inc. (Lessor) Customer Legal Name Address 1200 Truman Avenue City Ke West State FL Zip 33040 By: X Print Name: _Date By: X Date A/ o Title: Print Name: /ldq Title:ytt_ FAX EXECUTION: A fax version of this Lease when received by us shall be binding on you for all purposes as if originally signed. However, the Lease shall only become effective and binding against us when originally signed by us in our corporate office. You agree that the only version of the Lease that is the original for all purposes is the version containing your fax signature and our original signature. If you elect to sign and transmit a Lease by fax, you waive notice of our acceptance of this Lease and receipt of a copy of the originally signed Lease. APPROVED AS TO FORM AND L L Sl1FFIC' i3 Y S 2ANNEiA. H' TTO ADDENDUM TO MUNICIPAL MASTER LEASE AGREEMENT This Addendum To Municipal Master Lease Agreement forms and is made a part of that certain Municipal Master Lease Agreement between Insight Global Finance, Inc. and County of Monroe dated Mere,� I? , Loo3 . Capitalized terms used herein but not defined herein will have the same meaning given to them in the Municipal Master Lease Agreement. With regards to Section(s): 7. This section is deleted in its entirety. A new section 17. is added as follows: "17. ETHICS CLAUSE: Contractor warrants that he/it has not employed, retained or otherwise had act on his/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 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." A new section 18. is added as follows: "18. PUBLIC ENTITY CRIME STATEMENT: A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not act business with any public entity in excess of the threshold amount provided in Se37.017, for CATEGORY TWO for a period of 36 months from the date of being pl the convicted vendor list." All other terms and conditions of and in full force and effect. IN WITNESS WHEREOF, the p Lease Agreement on Insight Global Finance, Inc. By: .Qc.l" Title: dav— Master Lease Agreement shall remain unchanged ave executed this Addendum to Municipal Master 2003. County of Monroe A -- Title: APPROVED AS TO FORM AN _GAASUFF�� BY '.'. ANNE A. HUTTON Insight Global Finance, Inc. Number of Monthly Payment * 972.47 Purchase MV Monthly Payments 7 Option *Plus aDDlicable taxes to be billed Equipment Description ("Equipment") Quantity Description Model Serial # See Attahced Schedule "A" Equipment Location if different from billing address City State Zip DEARCLIENT: This Schedule incorporates the terms and conditions of the Master Lease referred to above. This Schedule is a separate lease, independent of all other schedules. All capitalized words used in this Schedule shall have the same meanings as used in the Master Lease. The Master Lease and this Schedule contain the terms of your agreement with us. Please read them carefully and feel free to ask us any questions. 1. EQUIPMENT, TERM, RENT, & FEES: We agree to finance the Equipment described above for the number of months and monthly lease payment ("Monthly Payment') shown above. Each such Monthly Payment shall be comprised of principal and interest components. This Schedule will commence on the date that any of the Equipment is delivered to you ("Commencement Date"). Your first Monthly Payment is due 30 days from the Commencement Date, and your remaining Monthly Payments shall be due on the same day of each subsequent month until you have paid all the Monthly Payments due under this Schedule. You authorize us to adjust your Monthly Payment and the equipment description for this Schedule upon confirmation from Supplier that you have ordered additional equipment within the first 30 days after the Commencement Date, provided that the cost of such additional equipment does not exceed 20% of the cost of the original Equipment. You agree to pay us a documentation fee of $49.00 each time you execute a schedule or several schedules simultaneously. 2. FAX EXECUTION: A fax version of this Schedule when received by us shall be binding on you for all purposes as if originally signed. However, the Schedule shall only become effective and binding against us when originally signed by us in our corporate office. You agree that the only version of the Schedule that is the original for all purposes is the version containing your fax and our original signature. If you elect to sign and transmit a Schedule by fax, you waive notice of our acceptance of this Schedule and receipt of a copy of the originally signed Schedule. 3. LESSEE REPRESENTATIONS: By signing this Schedule you confirm that (a) the Equipment will be used for the purpose of performing one or more governmental or proprietary functions of Lessee, (b) you have authorized us to obtain information concerning your credit standing from any credit bureau, reference, or any other person, and (c) you are not in default under the Master Lease as of the date of this Schedule. County Of Monroe (Lessee) Insight Global Finance, Inc. (Lessor) Customer Legal Name Address 1200 Truman Avenue City Key West State FL Zip 33040 By: Date Print Name: Title: By: X Title: '66Gdd. r / py� rr4 M Print Name: / a Lei rls Date: 3 12 Ile) 3 March 19, 2003 Insight Global Finance, Inc. 444 Scott Drive Bloomingdale, IL 60108 Attention: Ron Taucher Re: Attached Lease No. 171004 (the "Lease") Ladies and Gentlemen: I am legal counsel for Monroe County (Lessee), and I am familiar with the above -referenced Lease by and between the Lessee and Insight Global Finance, Inc. ("company"). Based upon my examination of the Lease, the information statement(s) required for purposes of Section 149(e) of the Internal Revenue Code of 1986, as amended (the "Code") and such other documents, records and papers as I deem to be relevant and necessary as the basis for my opinion set forth below, it is my opinion that: 1. The Lessee is a State or a political subdivision thereof, as those terms are used in Section 103 of the Code, and is authorized by the applicable Constitution and laws to enter into the transaction(s) contemplated by the Lease and to carry out its obligations thereunder. 2. Lessee's obligation(s) under the Lease is a State or local bond within the meaning of Section 103 of the Code. 3. The Lease and other related documents have been duly authorized, executed and delivered by Lessee and constitute valid, legal and binding agreements enforceable against Lessee in accordance with its terms. 4. No further approval, consent or withholding of objections is required from any Federal, state or local governmental authority with respect to the entering into or the performance by the Lessee of the Lease and the transaction(s) contemplated hereby. 5. The entering into and performance of the Lease and other related documents will not violate any judgment, order, law or regulation applicable to the Lessee or result in any breach of, or constitute a default under, any instrument or agreement binding upon Lessee or result in the creation of any lien, charge, security interest or other encumbrance upon any assets of the Lessee or the Equipment (as defined in the Lease), other than those created by the Lease. 6. There are no actions, suits or proceedings pending or threatened against or affecting the Lessee in any court or before any governmental commission, board or authority that, if adversely determined, would have a material adverse effect on the ability of the Lessee to perform its obligation(s) under the Agreement. 7. The Equipment is tangible personal property and, when subject to use by the Lessee, will not be or become a fixture or real property under the laws of the state where the equipment is being used by the Lessee. 8. All required public bidding procedures regarding an award to your company of the transaction(s) contemplated under the Lease have been properly and completely followed by the Lessee. 9. The Lessee shall be the only entity to own, operate and use the Equipment during the Term (as defined in the Lease). 10. The Lease does not constitute, and is not expected to become, an arbitrage bond within the meaning of Section 148 of the Code or a private activity bond within the meaning of Section 141 of the Code Counsel By: A ,! Ti e:�eir�flet ��Jr• Date: 7 Proposal Summary 01 AudioYisualInnovations IOU SMTC For 8ft Seat AW ti i Prepared for: Prepared By: Scott J. Majewski Monroe County Florida Date Prepared: March 9, 2003 Key West, FL 33040 Proposal No.: Project Name: Marathon EOC TOTAL EQUIPMENT COST- From Equipment List $30,181.43 Includes cable, connectors, hardware, switches, relays, terminal blocks, panels, etc., to insure a complete and operational system. ENGINEERING AND PRE -INSTALLATION $6,556.48 Including all required design, drawings, run sheets, instruction manuals, programming, etc.. Also includes all fabrication, modification, assembly, rack wiring, programming, etc., some performed at AV contractor's premises. INSTALLATION $6,446.48 Including all on -site installation and wiring, coordination and supervision, testing, checkout, Owner training, etc. performed on the Owner's premises. TRAVEL $0.00 Includes per diem, hotels, air fare, and other travel related expenses. GENERAL AND ADMINISTRATIVE $310.98 Including all G & A expenses: Clerical, bonds, shipping, insurance and warranties. CONTINGENCY $4,174.66 This fee shall be a hold -back in the event of unforseen changes or additions to the system. In the event this fee is unnecessary, the full amount of the contingency fee will be refunded to client. SUBTOTAL $47,670.03 TAXES $0.00 GRAND TOTAL $47,670.03 WARRANTY Included One year parts and labor, exclusive from manufacturer warranties SCOPE OF WORK Please see attached Scope of Work Not included: Structural, ceiling, millwork, or AC/heat modifications, HV electrical or conduit. C. This Entire Document and all information enclosed including drawings, specifications and designs is the property of Audio K,�' Innovations (AVI). Proprietary information provided to our client or his agents is for the sole purpose of demonstrating AVI's capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI. 1 11A..:.......1.: 37: )/\ 0 ID 0-j \ 2 Go \ � co n - co � to (R to m ° § I f )40 ( to ( m 0 2 7 \® \ ® ® - _ \ k)Im : @6 } E� � � cL : [ f ) ( } cb to 0 g g a ) co& § k 4 ; $ E \ �0 § KE } ) 0 C ��k § c` �) o ( )» / \/ ok/) /_ // }/ $E ` ■ �$ ��}m a ° ° ° ° - as (0 cG§ �f {I¥� j 2 %; 2 .2 E$ u E o § 2 k 0CC 2)& )b 47y0 � % G� } kq\ C� �J80 k moo! . 9 _Z ƒ) }k/ok k3 Lo0- 27 w2 _ a =U = S �-- '/& !2in $$=a #] 2LL2§§m2=�,bfa /;§_.000e�]22o®-± e �k; ƒ± f) 3 ��, -§5 Q=% J7) 2�q> r5a@t$ma2� o$$/j7 % f $5-k°©- 7°) )k15</§°`�� §eeBB �_§@fw) e`o�oo a==,co:�_��,a0. eQf»)fik§){I§ tea- 8<ELL t5E w{_ aata U) \££ru��Sc3a2/f\3 .� 'o-GEC)-�a[�«)o40-§AL)-r- 2E ��$%§-6=A?M LE{S4g/�62§°k%§{)) oƒ=E.�«®�]-* E 1cj c ) 2¥0�/2:0) ■/f&%- L) >x�2cw��ac�2�>\��e777zo»o k]oEMCD u C27�¥»\ \{N—{—O{--N{��29§21f±\ e2_kcf/�@a@`eee//ee%�(e(4w�%fie%((%#>�@o/Q/ _<,__'§�w_E000000000000000000000o3«o_ue-n qk .I,2k . 14 CD 'c _§2 R c§mO 44(E )c o� .Hm �■� 10■_•'t §}00E o£■o« kCL DELIVERY AND ACCEPTANCE RECEIPT LEASE NO.: 171004. 1 Lessee: County Of Monroe Lessee certifies that the equipment covered by this Lease has been delivered, inspected, installed, is in good working condition, and is, therefore, accepted for purposes of the Lease. We request that the Lessor pay the vendor for the equipment and we understand that rental payments will commence. M (Authorized Lessee Signature) (Title and Date) 03/19/2003 Page 1 County of Monroe Amortization Table Compound Period ........: Monthly Nominal Annual Rate ....: 8.580 % Effective Annual Rate ...: 8.904 % Periodic Rate ..................: 0.7133 % Daily Rate ......................... 0.02346 % CASH FLOW DATA Event Start Date Amount Number Period End Date 1 Loan 1 2 Payment 60 Monthly 03/01/2008 AMORTIZATION SCHEDULE - Normal Amortization Date Payment Interest Principal Balance Loan 04/01/2003 47,670.03 1 04/01/2003 972.47 0.00 972.47 48,697.58 2 05/01/2003 972.47 333.12 839.35 48,058.21 3 08/01 /2003 972.47 328.56 843.91 45.414.30 4 07/01/2003 972.47 323.98 648.51 44,765.79 5 08/01 /2003 972.47 319.34 853.13 44,112.68 8 09/01/2003 972.47 314.88 857.79 43,464.87 7 10/01/2003 972.47 309.98 882.49 42,792.38 8 11 /01 t2003 972.47 305.26 667.21 42,125.17 9 12/01 /2003 972.47 300.50 671.97 41,453.20 2003 Totals 8,752.23 2,535.40 8,218.83 10 01 /01 /2004 972.47 296.71 678.76 40,778.44 11 02/01/2004 972.47 290.88 681.59 40,094.86 12 03/01/2004 972.47 286.02 686.45 39,408.40 13 04101 /2004 972.47 281.12 891.35 38,717.05 14 05/01/2004 972.47 278.19 896.28 38,020.77 15 06101 /2004 972.47 271.22 701.25 37,319.62 16 07/01/2004 972.47 286.22 708.26 38,813.27 17 08/01/2004 972.47 281.18 711.29 35,901.98 18 09/01 t2004 972.47 256.11 716.36 35,188.62 19 10/01/2004 972.47 251.00 721.47 34,484.15 20 11/01/2004 972.47 245.85 726.62 33,737.53 21 12/01 /2004 972.47 240.67 731.80 33,006.73 2004 Totals 11,869.84 3,222.17 8,447.47 22 01 /01 /2005 972.47 235.45 737.02 32,288.71 23 02/01 /2005 972.47 230.19 742.28 31,528.43 24 03/01 /2005 972.47 224.89 747.58 30,778.88 25 04/01/2008 972.47 219.58 762.91 30,025.94 26 05/01/2005 972.47 214.19 758.28 29,287.88 27 08/01/2006 972.47 208.78 763.89 28,503.97 03/19/2003 Page 2 County of Monroe Amortization Table Date Payment Interest Principal Balance 28 07/01/2005 972.47 203.33 789.14 27,734.83 29 08101 /2005 972.47 197.85 774.62 28,980.21 30 09/01/2005 972.47 192.32 780.15 26,180.08 31 10/01 /2005 972.47 188.78 785.71 25,394.35 32 11/01/2005 972.47 181.16 791.32 24,803.03 33 12/01/2005 972.47 175.61 796.98 23,808.07 2005 Totals 11,689.64 2,489.98 9,199.86 34 01/01/2008 972.47 169.82 802.85 23,003.42 35 02/01/2006 972.47 184.09 808.38 22,195.04 36 03/01/2008 972.47 158.33 814.14 21,380.90 37 04/01/2008 972.47 152.52 819.95 20,680.96 38 05/01/2008 972.47 148.67 825.80 19,735.15 39 08/01/2008 972.47 140.78 831.89 18,903.48 40 07/01/2006 972.47 134.85 837.82 18,085.84 41 08/01/2008 972.47 128.87 843.80 17,222.24 42 09101 /2008 972.47 122.86 849.82 18,372.82 43 10101 /2008 972.47 118.79 856.88 16,618.94 44 11 /01 /2006 972.47 110.89 881.78 14,658.16 45 12/01/2006 972.47 104.54 887.93 13,787.23 2008 Totals 11,889.64 ,860.80 10,018.84 48 01/01/2007 972.47 98.35 874.12 12,913.11 47 02/01/2007 972.47 92.12 880.35 12,032.76 48 03/01/2007 972.47 85.84 886.83 11,148.13 49 04/01/2007 972.47 79.51 892.98 10,253.17 50 05/01 /2007 972.47 73.14 899.33 9,363.84 51 08/01/2007 972.47 88.73 905.74 8,448.10 52 07/01/2007 972.47 60.28 912.21 7,536.89 53 08/01 /2007 972.47 83.76 918.71 8,817.18 54 09/01 /2007 972.47 47.20 925.27 5,891.91 55 10/01 /2007 972.47 40.80 931.87 4,780.04 58 11 /01 /2007 972.47 33.96 938.51 3,821.53 57 12/01 /2007 972.47 27.25 946.21 2,878.32 2007 Totals 11,689.84 758.73 10,910.91 58 01 /01 /2008 972.47 20.52 951.95 1,924.37 59 02/01/2008 972.47 13.73 958.74 985.83 50 03/01 /2008 972.47 8.84 985.83 0.00 2008 Totals 2,917.41 41.09 2,876.32 Grand Totals 68,348.20 10,878.17 47,670.03 03/19/2003 Page 3 County of Monroe Amortization Table Last interest amount decreased by 0.05 due to rounding. BOARD OF COUNTY COMMISSIONERS' AGENDA ITEM SUMMARY Meeting Date: February 19, 2003 Division: Management Services Bulk Item: Yes x No _ Department: Technical Services AGENDA ITEM WORDING: Approval of Special Service Arrangement Agreement with Insight Global Finance, Inc. to replace existing visual control system at Marathon EOC. The Board of County Commissioners may dispense with the bidding provisions of the ordinance and contract directly for services, goods or Public Works in the case of an emergency. An interruption in the delivery of an essential governmental service. Request of approval of this item includes a request for County Commission to waive county policies that county contracts shall have a limitation on liability in statutory amount ($200,000.00). ITEM BACKGROUND: This agreement will eliminate the costly repairs and annual support costs associated with the 11 year old facility. PREVIOUS RELEVANT BOCC ACTION: N/A CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATIONS: Approval TOTAL COST: $47,670.03--/5 .years BUDGETED: X Yes No COST TO COUNTY: $47,670.03 REVENUE PRODUCING: Yes — No X AMOUNT PER MONTH Year APPROVED BY: County Atty X OMB/Purchasing X Risk Management X DEPARTMENT DIRECTOR APPROVAL: d, rr&rhl1'; t ' Todd Erickson C DIVISION DIRECTOR APPROVAL:_�� Sheila Barker DOCUMENTATION: Included x To Follow Not Required DISPOSITION• AGENDA ITEM # Revised 2/27/01 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Insight Global Contract # Effective Date: February 19,2003 Expiration Date: February 19,2008 Contract Purpose/Description: To repair existing audio visual control system and Marathon EOC. Contract Manager: Lisa Druckemiller 5100 Technical Services/5B (Name) (Ext.) (Department/Stop #) for BOCC meeting on 02/19/03 Agenda Deadline: 02/05/03 Total Dollar Value of Contract: $ 47,670.03 Current Year Portion: $ 8,752.23 Budgeted? Yes® No [] Account Codes: 001-06002-530-440- Grant: $ County Match: $ ADDITIONAL COSTS Estimated Ongoing Costs: $11,669.64/yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) Date In Changes Needed Revie r Date Out Division Director Yeso NoElK Risk Management Yes[] No 2`1-/o 3 O.M.B./Purchasing Yes No� ' / G3 County Attorney ST?_3_ Yes[] Not/ 215z,, Comments: ADDENDUM TO MUNICIPAL. MASTER LEASE AGREEMENT This Addendum To Municipal Master Lease Agreement forms and is made a part of that certain Municipal Master Lease Agreement between Insight Global Finance, Inc. and County of Monroe dated . Capitalized terms used herein but not defined herein will have the same meaning given to them in the Municipal Master Lease Agreement. With regards to Section(s): 7. This section is deleted in its entirety. A new section 17. is added as follows: "17. ETHICS CLAUSE: Contractor warrants that helit has not employed, retained or otherwise had act on his/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 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." A new section 18. is added as follows: "18. PUBLIC ENTITY CRIME STATEMENT: A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list" All other terms and conditions of the Municipal Master Lease Agreement shall remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Addendum to Municipal Master Lease Agreement on _ 2003. Insight Global Finance, Inc. . County of Monroe By: Title: By: . Title: APPROVED AS TO FORM AND L AL SUFF I dCY by ANN 4. H TTON February 3, 2003 Insight Global Finance, Inc. 444 Scott Drive Bloomingdale, IL 60108 Attention: Ron Taucher Re: Attached Lease No. Ladies and Gentlemen: (the "Lease") I am legal counsel for Monroe County (Lessee), and I am familiar with the above -referenced Lease by and between the Lessee and Insight Global Finance, Inc. ("company"). Based upon my examination of the Lease, the information statement(s) required for purposes of Section 149(e) of the Internal Revenue Code of 1986, as amended (the "Code") and such other documents, records and papers as l deem to be relevant and necessary as the basis for my opinion set forth below, it is my opinion that: 1. The Lessee is a State or a political subdivision thereof, as those terms are used in Section 103 of the Code, and is authorized by the applicable Constitution and laws to enter into the transaction(s) contemplated by the Lease and to carry out its obligations thereunder. 2. Lessee's obligation(s) under the Lease is a State or local bond within the meaning of Section 103 of the Code. 3. The Lease and other related documents have been duly authorized, executed and delivered by Lessee and constitute valid, legal and binding agreements enforceable against Lessee in accordance with its terms. 4. No further approval, consent or withholding of objections is required from any Federal, state or local governmental authority with respect to the entering into or the performance by the Lessee of the Lease and the transaction(s) contemplated hereby. 5. The entering into and performance of the Lease and other related documents will not violate any judgment, order, law or regulation applicable to the Lessee or result in any breach of, or constitute a default under, any instrument or agreement binding upon Lessee or result in the creation of any lien, charge, security interest or other encumbrance upon any assets of the Lessee or the Equipment (as defined in the Lease), other than those created by the Lease. 6. There are no actions, suits or proceedings pending or threatened against or affecting the Lessee in any court or before any governmental commission, board or authority that, if adversely determined, would have a material adverse effect on the ability of the Lessee to perform its obligation(s) under the Agreement. 7. The Equipment is tangible personal property and, when subject to use by the Lessee, will not be or become a fixture or real property under the laws of the state where the equipment is being used by the Lessee. 8. All required public bidding procedures regarding an award to your company of the transaction(s) contemplated under the Lease have been properly and completely followed by the Lessee. 9. The Lessee shall be the only entity to own, operate and use the Equipment during the Term (as defined in the Lease). 10. The Lease does not constitute, and is not expected to become, an arbitrage bond within the meaning of Section 148 of the Code or a private activity bond within the meaning of Section 141 of the Code Title: A I C oil A-kr r? G>� Date: 0'2 GS �D� MUNICIPAL MASTER LEASE AGREEMENT # Dated • ••, - DEAR CUSTOMER: This Master Lease Agreement ("Master Lease") contains the terms of your agreement with us. The words You, Your and Lessee mean you, our customer. The words We, Us, Our and the Lessor, mean us, insight Global Finance, Inc. 1. EQUIPMENT LEASED: We agree to lease to you and you agree to lease from us the equipment ("Equipment") identified in the equipment schedule(s) ("Schedule") executed in accordance with this Master Lease. Each Schedule shall incorporate the tetras and conditions of this Master Lease, and shall include such other terms as we shall agree upon. Each Schedule is a separate lease, independent of all other Schedules. In the event of a conflict between this Master Lease and the terms of a Schedule, the terms of the Schedule shall control. The word "Lease" when used in this Master Lease shall mean this Master Lease and respective Schedule(s). 2. TERM, RENT, & PURCHASE ORDER: This Master Lease shall begin on the date set forth above and shall continue in effect so long as any Schedule remains in effect. You promise to make all payments due under the Lease according to the terns set forth in the Schedule. You agree that this Lease is a net lease which may not be terminated or canceled; that, except as provided in Section 15, you have an unconditional obligation to make all payments due under the Lease, and that you may not withhold, set off or reduce such payments for any reason. You authorize us to purchase the Equipment from supplier (`supplier'). You will arrange for the delivery of the Equipment. When you receive the Equipment, you agree to inspect it to determine if it is in good working order. 3. ASSIGNMENT: YOU MAY NOT SELL, PLEDGE, TRANSFER, ASSIGN OR SUBLEASE THE EQUIPMENT OR THIS LEASE. We.may sell, assign or transfer all or any part of this Lease and/or the Equipment. During the terns of this Master Lease, Lessee shall keep, or cause to be kept, a complete and accurate record of all such assignments in form necessary to comply with Section 149 of the internal Revenue Code 1986. as amended (the "Code'). For this purpose. Lessee appoints Lessor to act as its registration agent, which appointment Lessor hereby accepts. Lessor agrees on Lessee's behalf to maintain records of all assignments. Lessee agrees, if so requested, to acknowledge each such assignment in writing within 15 days after request therefor, but such acknowledgement shall in no way be deemed necessary to make any assignment effective. The new Lessor will have the same rights that we have, but will not have to perform any of our obligations. You agree that you will not assert against the new Lessor any claims, defenses or set -offs that you may have against us. 4. WARRANTY: The Equipment covered by this Lease is covered by the limited warranties in effect at the time the Equipment is delivered, on standard terms and conditions supplied with each shipment of Equipment and which are incorporated herein by this reference. 5. TAXES, MAINTENANCE, & INSPECTION: The parties to Lease contemplate that the Equipment will be used for your governmental or proprietary purpose and. therefore, that the Equipment will be exempt from all taxes presently assessed and Ievied with respect to personal property. Nevertheless, if the use, possession or acquisition of the Equipment is determined to be subject to taxation, you shall pay when due all taxes and governmental charges lawfully assessed or levied against or with respect to the Equipment. You agree to use, operate and maintain the Equipment in accordance with all laws, regulations and ordinances and in accordance with the provision of any policies of insurance covering the Equipment. You agree to keep the Equipment in good repair, working order and condition (ordinary wear and tear excepted) and house the same in suitable shelter, and to permit us or our assigns to inspect the Equipment at any time and to otherwise protect its interests therein. You shall use the Equipment in a careful and proper manner and only for the purpose contemplated by the manufacturer. 6. LOSS OR DAMAGE, INSURANCE: You are responsible for any loss, theft or destruction of, or damage to, the Equipment (collectively "Loss') from any cause, whether or not insured, until the Equipment is delivered to us at the end of this Lease. You are required to make all lease payments even if there is a Loss. You must notify us in writing immediately of any Loss. You agree to keep the Equipment insured for its full replacement value against any type of Loss, and name us as loss payee until the Lease is paid in full. If Lessee is self -insured with respect to the Equipment, Lessee shall maintain during the tarn of this Master Lease an actuarially sound self-insurance program in form satisfactory to Lessor and shall provide evidence thereof in form and substance satisfactory to Lessor. 7. LATE CHARGES: if any payment is not made when due, you agree to pay a We charge at the rate of ten percent (10%) of such late payment and each month thereafter, and a finance charge of 1.33% on any unpaid delinquent balance, but in no event greater than the maximum interest rate allowable under applicable law. 8. SECURITY INTEREST: You <vrant us a security interest constituting a first lien on the Equipment (including any replacements, substitutions, additions, attachments and proceeds). You will deliver to us signed financing statements or other documents we request in order to perfect our security interest in the Equipment. You appoint us or our agent as attorney in fact to execute, deliver and record financing statements on your behalf. 9. DEFAULT: Each of the following is a -Default" under this Master Lease; (a) you fail to pay any lease payment or any other payment. when due, (b) you do not perform any of your other obligations under this Luse or in any other agreement with us and this failure continues for 10 days after we have notified you of it, (c) you become insolvent, you dissolve or are dissolved, you fail to pay your debts as they mature, you assign your assets for the benefit of your creditors, or you enter (voluntarily or involuntarily) any bankruptcy or reorganization proceeding, (d) any certificate, statement, representation, warranty or audit contained herein or heretofore or hcreal'ter furnished with respect hereto by or on behalf of Lessee proves to have been false in any material respect at the time as of which the facts therein set forth were stated orcertitied or(c) by Lessee having omitted any substantial contingent or unliquidated liability or claim against Lessee. 10. REMEDIES: If a Default occurs, we may do one or more of the following; (a) we may cancel or terminate this Lease or any or all other agreements that we have entered into with you; (b) we may require you to immediately pay us all lease payments due or to become due with respect to any or all Leases during the fiscal year in which the Default occurs, whereupon such lease payments shall be immediately due and payable; (c) we may require you to deliver the Equipment to us as set forth in Section 16, (d) we or our agent may peacefully repossess the Equipment without court order and you will not make any claims against us for damages or trespass or any other reason; and (e) we may exercise any other right or remedy available at law or in equity. You agree to pay all of our costs of enforcing our rights against you, including reasonable attorneys' fees and costs, if we take possession of the Equipment, we may sell or otherwise dispose of it with or without notice. at a public or private sale, and apply the net proceeds (after we have deducted all costs related to the sale or disposition of the Equipment) to the amounts that you owe us. You agree that if notice of sale is required by law to be given, 10 days notice shall constitute reasonable notice. You will remain responsible for any amounts that are due after we have applied such net proceeds. All our remedies are cumulative and are in addition to any other remedies provided for by fuw and may be exercised either concurrently or separately. Any lailure or delay by us to exercise any right shall not operate as a waiver of that right, any other rights or future rights or the right to modify the terms of this Lease. I I. CURRENT EXPENSE: The Obligations of Lessee, including its obligation to pay the lease payments due in any fiscal year during the term of a Lease, shalt constitute a current expense of Lessee for such fiscal year and shall not constitute an indebtedness of Lessee within the meaning of the constitution and laws of the state in which Lessee is located. Nothing herein shall constitute a pledge by Lessee of any taxes or other moneys (other than moneys lawfully appropriated from time to time by or for the benefits of Lessee for this Master Lease) to the payment of any lease payments due under a Lease. 12. INDEMNIFICATION: You are responsible for and agree to indemnify and hold us harmless from any and all (a) losses, damages, penalties. claims, suits and actions (collectively "Claims"), caused by or related to the installation, ownership, use, lease, or possession of the Equipment and (b) all costs and attorneys' fees incurred by us relating to any Claim. You agree to reimburse us for and if we request, to defend us at your own cost and expense, against any Claims. You agree that your obligations under this Section 12 shall survive the termination of this Lease. 13. MISCELLANEOUS: (a) Choice of Law. This Lease shall be governed by the laws of the State of the Lessee (without regard to the conflict of law principles of such state)_ (b) Entire Agreement. The Lease constitutes the entire agreement between you and us and supersedes all prior agreements, negotiations and purchase orders. (c) Enforceability. If any provision of this Lease is unenforceable, illegal or invalid. the remaining provisions shall continue to be effective. (d) Amendment. This Lease may not be modified or amended except in writing signed by you and us. You agree however, that we are authorized, without notice to you, to supply missing information or correct obvious errors in the Lease. (e) Usury, it is the express intent of both of us not to violate any applicable usury laws or to exceed the maximum amount of interest permitted to be charged or collected by applicable law, and any excess payment as determined by court order, will be applied to the lease payments in inverse order of maturity, and any remaining excess will be refunded to you. (0 Notice. All notices shall be in writing and shall be delivered to the appropriate party personally, by private courier, by facsimile transmission or by mail, postage prepaid, at its address shown herein or to such other address as directed in writing by such party. 14. TiTLE; LOCATION: We are the owner of the Equipment. Legal title of the Equipment shall be with us. You agree to keep the Equipment free from liens and encumbrances_ You agree that this is a true lease, however, if this transaction is deemed to be a lease intended for security, you grant us a security interest in the Equipment (including any replacements, substitutions, additions, attachments and proceeds). You agree to deliver to us signed financing statements or other documents that we request to protect our interests in the Equipment. You will keep and use the Equipment only at the address set forth above. You may not move the Equipment without our prior written consent. 15. NON -APPROPRIATION: Lessor and Lessee agree that in the event that prior to the commencement of any of your fiscal years you do not have sufficient funds appropriated to make the payments due under a Lease for said fiscal year, you shall have the option of terminating such Lease as of the date of commencement of such fiscal year by giving us sixty (60) days prior written notice of your intent to cancel such Lease. You covenant and represent to us that (a) you wilt, to the extent permitted by law include in your budget for each successive fiscal year during the term of each Lease a sufficient amount to permit you to discharge all of your obligations under such Lease, (b) you have budgeted and have available for the current fiscal year sufficient funds to comply with your obligations under each Lease and (c) there are no circumstances presently affecting you that could reasonably be expected to adversely affect your ability to budget funds for the payment of sums due under each Lease. No later than the last day of the fiscal year for which appropriations were made for the payments due under the Lease, you shall mtum to us all, but not less than all, of the Equipment covered by the affected Lease, at your sole expense. 16. PURCHASE OPTION: You are hereby granted the option to purchase the Equipment subject to this Lease in whole but not in part "as is" and "where is", prior to the scheduled payment of the lease payments due under such Lease, on any lease payment date at a price equal to the purchase option price shown for lease payment date on which such purchase is to be effective under the column entitled "Purchase Option Price" in the applicable Schedule, plus all other payments then due or past due hereunder. To exercise this purchase option, you shall give us irrevocable written notice of your intention to exercise such option and designating the lease payment date on which such purchase is to be effective, which notice shall be delivered to us at least thirty (30) days in advance of the proposed purchase date. We shall then promptly inform you of the Purchase Option Price to be paid on the lease payment date selected by you which Purchase Option Price may include other payments due hereunder, and may be modified to reflect payments arising after the date we so inform you. The purchase option herein granted may be exercised by you whether or not one or more Defaults have occurred and are then continuing at the time of such exercise; provided, however, that the purchase of the Equipment upon the exercise of such option during the continuance of a Default shall not limit, reduce or otherwise affect liabilities or obligations that you may have incurred as a result of such Default. On receipt of the applicable Purchase Option Price in good funds, the applicable Lease shall terminate and we shall deliver to the you such deeds, termination statements, bills of sale and other documents and instruments as you shall reasonably mluire to evidence the transfer of all right, title and interest of us in such Equipment to you "as is" and "where is", without warranty, express or implied, except that we shall warrant that such Equipment is free and clear of all liens created by us. Customer Legal Name Address City State Zip By: X Date Print Name: Title: (Lessee) Insight GIobal Finance, Inc. (Lessor) By: X Date Print Name: Title: FAX EXECUTION: A fax version of this Lease when received by us shall be binding on you for all purposes as if originally signed. However, the Lease shall only become effective and binding against us when originally signed by us in our corporate office. You agree that the only version of the Lease that is the original for all purposes is the version containing your fax signature and our original signature. if you elect to sign and transmit a Lease by fax, you waive notice of our acceptance of this Lease and receipt of a copy of the originally signed Lease. APPROVED AS TO FORM AND GAL SUFF 11 3'! SIJ ANNE UTTOI! Insight Global Finance. Inc. Number of Monthly Payment "' Purchase Monthly Payments Option *Plus applicable taxes to be billed Quantity Description Model Serial # Equipment Location if different from billing address City State Zip DEARCLIENT: This Schedule incorporates the terms and conditions of the Master Lease referred to above. This Schedule is a separate lease, independent ofall other schedules. All capitalized words used in this Schedule shall have the same meanings as used in the Master Lease. The Master Lease and this Schedule contain the terms of your agreement with us. Please read them carefully and feel free to ask us any questions. 1. EQUIPMENT, TERM, RENT; & FEES: We agree to finance the Equipment described above for the number of months and monthly lease payment ("Monthly Payment") shown above. Each such Monthly Payment shall be comprised of principal and interest components. This Schedule will commence on the date that any of the Equipment is delivered to you ("Commencement Date'). Your first Monthly Payment is due 30 days from the Commencement Date, and your remaining Monthly Payments shall be due on the same day of each subsequent month until you have paid all the Monthly Payments due under this Schedule. You authorize us to.adjust your Monthly Payment and the equipment description for this Schedule upon confirmation from Supplier that you have ordered additional equipment within the first 30 days after the Commencement Date, provided that the cost of such additional equipment does not exceed 20% of the cost of the original Equipment. You agree to pay us a documentation fee of S49.00 each time you execute a schedule or several schedules simultaneously. 2. FAX EXECUTION: A fax version of this Schedule when received by us shall be. binding on you for all purposes as if originally signed. However, the Schedule shall only become et%ctive and binding against to when originally signed by us in our corporate office. You agree that the only version of the Schedule that is the original for all purposes is the version containing your fax and our original signature. If you elect to sign and transmit a Schedule by fax, you waive notice of our acceptance of this Schedule and receipt of a copy of the originally signed Schedule. 3. LESSEE REPRESENTATIONS: By signing this Schedule you confirm that (a) the Equipment will be used for the purpose of performing one or more governmental or proprietary functions .g your credit standing from any credit bureau, of Lessee, (b) you have authorized us to obtain information concernin reference, or any other person, and (c) you are not in default under the Master Lease as of the date of this Schedule. (Lessee) Customer Legal Name Address Citv By: X_ State Zip Date Insighht Global Finance, Inc. (Lessor) By: X Title: Print Name: Print `are: f1OVED AS TO FORM Titi}v' _ ?SU F Y. Date ^. ZANN A,HJTTC>N DELIVERY AND ACCEPTANCE RECEIPT LEASE NO.: Lessee: Lessee certifies that the equipment covered by this Lease has been delivered, inspected, installed, is in good working condition, and is, therefore, accepted for purposes of the Lease. We request that the Lessor pay the vendor for the equipment and we understand that rental payments will commence. X (Authorized Lessee Signature) (Title and Date) lo� �--- ,,c��o,� .,..n x . �� SNAPS H - SNAPS Agreement rage i or 1 ,4yF.larrla.com .� TM search I directory I contact us 1411 I subscribe I tour I help Services Business & Industry > Search > SNAPS Search Form > SNAP5-4t Agriculture Business & Industry Calendars & Events Community Resources Consumer Assistance Disaster Management Education Elders Employment Environment Health & Human Services Licensina & Permitting Public Safety Science & Technology Transportation SNAPS AGREEMENT TITLE: AUDIO VISUAL EQUIPME b AGREEMENT NUMBER :8801855 -3 TERM OF AGREEMENT: Begin date: 04-17-2000 End date: 04-16-2003 VENDOR: AUDIO VISUAL INNOVATIONS INC 6313 BENJAMIN RD STE 110 ✓ TAMPA, FL 33634- SPURS NO: F591958935-001 MBE CODE: SMALL BUSINESS (FEDERAL) (C) �\ CONTACT: AMY DOUGHERTY 1 PHONE: 800-282-6733 COMMODITY CLASS: 880 COMMODITY GROUP: 060 DELIVERY: 21 Days ARO WARRANTY :Manufacturer RV APPROVED PRICE SCHEDULE & DATE: 1.) Price list eff. 2/23/00 Expire date: 04-16-2003 2.) Revised Price list eff. 5/9/00 Expire date: 04-16-2003 3.) REVISED PRICE LIST EFF. 10/05/00 Expire date: 01-16-2003 4.) Revised price list eff. 7/3/2001 Expire date: 04-16-2003 5.) Amendment effective 02/08/2002 Expire date: 04-16-2003 6.) Price list effective 09/30/2002 Expire date: 04-16-2003 1\ � CONTACT VENDOR FOR COPY OF PRICE SCHEDULE & CONTRAi INFORMATION. Audio Visual Innovations is primarily engaged in the sale, design and installation, rental and service of audio visual, video and presentation pi Copyright© 2000 State Of Florida Privacy Statement http://fcn.state.fl.us/owa snaps/owa/snaps_www.agreements.show?agree number sti=88... II &Mo= _.. Marathon EOC Control System Retro-Fit Marathon, Florida Revision-1 ENGINEERING AND PRE -INSTALLATION Including all required design, drawings, run sheets, instruction manuals, programming, etc.. Also includes all fabrication, modification, assembly, rack wiring, programming, etc., some performed at AV contractor's premises. INSTALLATION Including all on -site installation and wiring, coordination and supervision, testing, checkout, Owner training, etc. performed on the Owner's premises. 4 TRAVEL j Includes per diem, hotels, air fare, and other travel related expenses. TOTAL EQUIPMENT COST - From Equipment List Includes cable, connectors, hardware, switches, relays, terminal blocks, panels, etc., to insure a complete and operational system. GENERAL AND ADAHNISTRATIVE Including all G & A expenses: bonds, shipping, insurance and warranties. CONTINGENCY This fee shall be a hold -back in the event on unforseen changes or additions to the system. In the event this fee is unnecessary the full amount shall be refunded to the client. Audio visual Innovations Your Sotuee For Being Seen And Heard. November 19, 2002 $7,791.27 $5,671.27 $1,237.50 l $29,926.63 $314.18 $5,000.00 SUBTOTAL $49,940.85 GRAND TOTAL WARRANTY One year parts and labor, exclusive from manufacturer wan -antics. 52 544.20 Included I G ✓V l •'� ICE SCOPE OF WORK Not included: Structural, ceiling, millwork, or AC/heat modifications, HV electrical or con - Thus Entire Document and all information enclosed including drawings, specifications and designs is the property of Au Proprietary information provided to our client or his agents is for the sole purpose of demonstrating AVI's capabilities ai These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an author. , Account Manager Customer Signature Extended Warranty Schedule Print Date January 0, 1900 1st YEAR PARTS AND LABOR WARRANTY Included 1st YEAR EXTENDED WARRANTY Sapphire Level Emerald Level ADD FOR 2nd YEAR EXTENDED WARRANTY Sapphire Level Emerald Level Diamond Level By signing the appropriate space above, customer agrees to purchase the applicable extended warra SAPPHIRE LEVEL Quarterly scheduled visits: Test and clean equipment, converge projectors(s) Yes Additional training session for the year 1 Loaner table top LCD projector if purchased No Emergency visit at no charge 1 Telephone support No Parts and labor for equipment failures No EMERALD LEVEL Quarterly scheduled visits: Test and clean equipment, converge projectors(s) Yes Additional training session for the year 1 Loaner table top LCD projector if purchased Yes Emergency visit(s) at no charge 2 Free telephone support Yes Parts and labor for equipment failures No DIAMOND LEVEL Quarterly scheduled visits: Test and clean equipment, converge projectors(s) Yes Additional training session for the year 1 Loaner table top LCD projector if purchased Yes All emergency visits at no charge Yes Free telephone support Yes All parts and labor for equipment failures Yes duit. idio Visual Innovations (AVI). nd shall be held in confidence. ized representative of AVI. nty. Tax not included PROPOSAL FOR AUDIOVISUAL INTEGRATION Prepared For: C IT Yof MAHO,)N,- EOC CONTROL SYSTEM RETRO-FIT REV.1-11.19.02 Prepared By: Jason M. Alter Regional Director of Systems Integration AVI, Inc Ft. Lauderdale, Florida = Audio Visual Innovations You So= ForBeing San Md Heard. TABLE OF CONTENTS CORPORATEPROFILE............................................................................................... 3 INTEGRATIONPROCESS............................................................................................ 4 CONSULTATION..................................................................................................................................... 4 ENGINEERING& DESIGN.................................................................................................................. 4 PRE-INSTALLATION............................................................................................................................. 4 ON -SITE INTEGRATION...................................................................................................................... 5 TRAINING& DOCUMENTATION.................................................................................................... 5 WARRANTY............................................................................................................................................. 5 SYSTEMDESCRIPTION............................................................................................... 6 DISPLAY SYSTEM.......................................................................... ERROR2 130010 A NOT DEFINED. AUDIO SYSTEM.............................................................................. ERROR BOOKMARK NOT DEFINED. CUSTOM CONTROL SYSTEM ................................................... ERROR! BOOKWARK NOT DEFINM. LIGHTING CONTROL.................................................................... ERRORI BOOKMARK NOT DEFUSED. FACILITYCONCERNS.......................................................................................................................... 6 CABLING& TERMINATION.............................................................................................................. 6 CLIENT ACKNOWLEDGEMENTS..................................................................................................... 7 TERMS& CONDITIONS............................................................................................... 9 Marathon EOC rev. Ldoc 2 Audio Avi hnnavatioVhmgits November 19, 2002 13US)Mft AdHmL CORPORATE PROFILE Founded in 1979 in Lakeland, Florida by Martin L. Schaffel, Audio Visual Innovations, Inc. has grown over the years to become a national leader in the presentation technology industry. AVI's Systems Integration Group is one of the largest teams in the nation, providing custom audiovisual system design and installation services for world -class facilities. A full service audiovisual company, Audio Visual Innovations is comprised of the following divisions: Systems Integration, Sales - providing all audiovisual equipment including LCD and DLP projectors, Creative Show Services, Rental, Service, International Distribution, and Corporate Extranets. Working in cooperation with architects, designers and end users, AVI recommends the right audiovisual components and integrates them into comprehensive systems. AVI is well recognized for the design and installation of presentation systems for boardrooms, training rooms and other high-tech presentation facilities. AVI fully supports all systems with user training, technical support and extended maintenance. AVI has been headquartered in Tampa, Florida since 1981 and currently staffs over 350 professionals. Marathon EOC rev.l.doc 3 Audio Vist41 -AT1 WKYJ Harm November 19, 2()02 INTEGRATION PROCESS Audio Visual Innovations is dedicated to providing technically sound, well -integrated and user-friendly solutions for our client's unique requirements. To that end, AVI utilizes a six -step process, which ensures seamless communication and transition from project conception to project completion. CONSULTATION The consultation process is truly the foundation upon which your system and its capabilities will be built. During this process, your AVI Account Manager will meet with key personnel from your organization to perform an in depth needs analysis. The result of the needs analysis will be a thorough understanding of your current and future requirements, the individuals who will use the system and the environment and manner in which it will be utilized. ENGINEERING & DESIGN At this point AVI will appoint a Project Engineer. The Project Engineer will team with your AVI Account Manager and will follow your project through to completion. During this phase, the information acquired during the needs analysis is developed into a technically sound and functional system design. The Project Engineer and AVI Account Manager will perform a feasibility study which will include an examination of the desired capabilities, architectural, environmental, and technical details of your system. During the Engineering and Design process, the selection of the appropriate equipment, hardware and software is accomplished. The result is a system designed specifically to meet the requirements and environmental conditions that are unique to your application. PRE -INSTALLATION Once you have contracted with AVI, the Pre -Installation phase begins. Although this may be one of the least visible and lengthy steps, it is critical in ensuring a seamless integration of your specified system. It is during this phase that coordination between the Project Engineer, architects, general contractors, and other trades begins. While coordination with the other trades is occurring, AVI's engineering team develops the required facility drawings, signal flow diagrams, equipment rack layouts and the design and programming of the custom control system's graphical user interface (GUI). Also during this phase, AVI's fabrication team will assemble equipment racks and perform wiring and termination of equipment within the racks. Testing of each piece of equipment will be performed to ensure it is working properly and is without noticeable manufacturer defect. Additional tests performed include testing for proper signal flow and custom control system operation. Marathon EOC rev.1.doc Audoftual November 19, 2002 T -TJkwwwatians mWS0=Rue K9=A01a4r. ON -SITE INTEGRATION This phase is by far the most noticeable with the bulk of the integration being accomplished once your facility is clean and secure. To ensure your expectations are met, the field integration team responsible for your installation reports to and is directed by the Project Engineer for your system. AVI's professional field integration team will install your system in a manner that exceeds industry standards. Our industry trained integration team will install all components, cables and hardware necessary to support the specified system. At the end of each day's work, the area in which AVI worked will be left in a clean and orderly state. Upon completion of the physical installation, the Project Engineer along with the field integration team will perform functionality tests on the entire system. It is at this point that final adjustments are made to ensure optimum performance of each component and the system as a whole. TRAINING & DOCUMENTATION Training and documentation will provide operational and maintenance personnel with an understanding of daily system use. Training will consist of instruction and hands-on experience with the system. Documentation will include as -built diagrams and manufacturers equipment manuals that will be assembled and delivered on the day of training. Optional documentation includes a custom written operational manual. WARRANTY Warranty service will be provided for one (1) full year from project completion and signoff. Warranty covers all installation and new equipment failures within a one (1) year period. If a problem cannot be resolved via telephone support, a service technician will be dispatched to your facility to initiate a repair. Optional extended warranties are available for clients who wish to further protect their investment. Marathon EOC rev.I Am 5 AvIAudioftunl November 19, 2002 lW5b=ft5ffgS0mdd Nom. SYSTEM DESCRIPTION 1.0) Overview: The following system specification is for the removal and replacement of the existing AMX Access control system at the City of Marathon's EOC located in Marathon Florida. As per our discussions we have given the utmost attention to future growth of the control system and emerging technologies and their interaction with the system. 2.0) System description: The system shall consist of a Crestron Rack-2 modular control processor utilizing dual X/Y communication bus technology. One bus is utilized for control communications at 40 Mb/s and the other bus is for TCP/IP communication over Ethernet at 300 Mb/s. A 12" color active touch panel shall reside at the operations console located in the rear of the EOC. The panel shall act as the primary interface in which system control commands are issued. A graphical user interface (GUI) shall be the utilized to make system control easy and intuitive. System control can also be facilitated through any PC with access to the sub -network where the control processor resides, providing they have the appropriate rights to access the processor (up to five simultaneous user sessions concurrently). Devices to be controlled consist of eight television monitors at the dais (power on / off), four ceiling mounted television monitors (all functions), one Autopatch 4Y- DM switcher (all functions) and lighting control system (all functions), existing Sony VL-X10 Projector, Projector lift (Up/Dn) and electric projection screen. FACILITY CONCERNS The scope of the work provided by AVI does not include high voltage wiring, conduit or necessary modifications to ceilings, walls, AC/heat systems or the building structure. AVI will identify and coordinate closely with owner provided contractors should any of these facility concerns be required to support the installation of the audiovisual system. CABLING & TERMINATION Audio Visual Innovations will install and terminate all video, audio, RGBHV and control cable. All cable installed by Audio Visual Innovations will be Non -Plenum rated unless required by Code. If conduit is required for cabling, AVI will coordinate with the owner provided general contractor to assure the conduit installed by the general contractor is sufficient to accommodate the required cabling. Marathon EOC rev.l.doc November 19, 2002 Vvi Innovations masM=ft5m931MAdHc@oL CLIENT ACKNOWLEDGEMENTS Client specifically acknowledges the following: (a) Audio Visual Innovations A ( VI) schedules its projects months in advance. Any delays outside AVI's control may result in AVI being unable to complete the Project by the target completion date and could result in a change orders and/or additional charges. (b) Much of the equipment AVI provides is designed and procured specifically for your Project. Any change in the Project description or the design of the Facility after such equipment is ordered may result in delays, additional design costs, additional equipment costs and/or additional labor costs; all of which increases in costs shall be borne by Client. (c) Due to the nature of the equipment used in audio visual installations, the Facility must be secure and as dust free as possible prior to the delivery of sensitive equipment to the Facility. (d) The degree of fine-tuning of a system that follows an installation determines the quality and usability of the system. In particular, the proper balancing of the audio, programming of the control system and convergence of the video system is critical. Completion of this process may takes between two to seven days after the equipment is installed. Therefore, pre -scheduling sufficient time in the installation process for such fine-tuning will minimize delays in completion of the Services. Customer Acceptance Print Marathon EOC rev.l.doc November 19, 2002 Company Date _AJFJknurAdions me9a—ft-9S=AdHM Marathon EOC rev.l.doc November 19, 2002 AIVIhuKrAdjarn MWSo a OaO9S meoauEEL TERMS & CONDITIONS Applicable to all quotations by Audio Visual Innovations Inc., herein refeaed to as the Company. 1. Acceptance Of Terms This quotation shall not be binding upon the Company until signed by the Buyer and accepted in writing by a duly authorized representative of the Company. Any modification, addition to, or waiver of any of the terms and conditions of this quotation shall not be effective unless in writing and signed by an authorized representative of the company, and any different or conflicting terms appearing in Buyer's purchase order or other documents are expressly rejected by Company. Buyer's receipt of the Equipment shall constitute assent to all terms and conditions contained herein. No relaxation, forbearance or indulgence by the Company in enforcing any of the terms and conditions of this agreement or the granting of any time to any other party shall prejudice or restrict the rights and powers of the Company hereunder, nor shall waiver of any breach hereof operate as a waiver of any subsequent or continuing breach hereof. 2. Delivery The company will use its best efforts to deliver the Equipment in accordance with the Buyer requested delivery date subject to receipt of all necessary information from Buyer. Shipping dates are approximate only, and the Company shall not be liable for delays or for failure to manufacture due to causes beyond its reasonable control or due to compliance with any government regulations. Any delay shall extend delivery dates to the extent caused thereby. Buyer shall reimburse the Company its additional expenses resulting from any Buyer -caused delay. When delivery of the Equipment is delayed at the request of the Buyer and the equipment has already been shipped to the Company, the Company will place the Equipment in storage and the Company will immediately invoice the Buyer 70% of the price, which will be promptly paid. The buyer shall have no right to cancel or rescind this agreement by reason of an excusable delay as defined herein, and shall accept such delayed performance by the company. The Buyer's receipt of the Equipment shall constitute a waiver of any claims for delay. 3. Payment Terms Unless otherwise s ecified herein, the total price of any Equipment ordered shall be paid as follows: MEEK&, e . Unless otherwise specified, equipment is sold F.O.B. origin -Buyer to pay all shipping charges. If this quotation covers equipment for more than one system, room, suite, or location, for purposes of payment in accordance with payment terms stated on the face hereof each room, suite, or location shall be treated as if the subject of a separate sale and payment made accordingly. Company shall not be liable for failures of or delays in manufacture, delivery or installation resulting from any cause or causes beyond its reasonable control. Marathon EOC_rev.l.doc 9 ��iAudioVbmW November 19, 2002 mff5)=WeW9S=eoa� 4. Buyer In Arrears Or Default In the event Buyer is in arrears with any payment whatsoever due from it to the Company. at any time whatever, whether in respect of the purchase price or any other amount due from the buyer to the Company under the terms of this agreement, the amount in arrears shall bear interest at three (3) percent above the prime rate prevailing at the principal New York branch of Chase Manhattan Bank as from the date each amount falls due, pending actual payment thereof in full, without prejudice to any relief and remedy available to the Company. In the event of Buyer's default, the Company may, without notice, peaceably enter any premises in which the equipment is located and remove, hold and sell it in accordance with applicable law, to satisfy in whole or in part Buyer's obligations. 5. Title, Risk Of Loss Title to the Equipment shall pass to Buyer upon delivery, subject to a purchase money security interest retained by the Company in the Equipment sold and the proceeds thereof until payment of all amounts then due to the Company. The Company shall be entitled to remove the Equipment from the buyer's premises if all payments are not made when due. Buyer agrees to execute financing statements under the Uniform Commercial Code or other documents as the Company requests to protect its security interest. 6. Installation & Site Preparation Installation (field assembly, interconnection, equipment calibration and checkout) is to be performed by the Company's trained technical employees. The Company shall be entitled to employ sub -contractors and/or agents to assist in or carry out, in whole or in part, the installation. In the event installation by Company employees is prevented by trade unions, the Buyer shall arrange with the trade unions at its own expense to complete installation. The Company is thereafter liable only for engineering supervision of installation. The Buyer shall be responsible for preparing, at its own expense, the installation site in accordance with the company's instructions, including the requirements specified in the quotation. In no event shall the Company be responsible for any high voltage electrical work, ceiling modifications, structural modifications, or mechanical systems modifications. The Buyer shall provide the Company with reasonable access to the installation site before delivery, for purposes of determining site readiness for installation, and shall designate an individual on Buyer's staff to serve as a contact person for all site preparation and installation issues. Buyer shall provide the Company with free access to the installation site for the purpose of preparation for installation. The buyer shall indemnify the Company against any loss, damage or claim arising out of the condition of the storage and installation premises. Buyer shall obtain at its expense and keep effective all permissions, licenses, and permits whenever required in connection with the installation and/or use of the Equipment and the premises where the Equipment shall be situated. Marathon EOC_rev.l.doc 10 AudloVbual IN k"Unrauam November 19, 2002 M rS=WNWsMAMEW. 7a. Warranty In the event the Equipment is in any way misused or altered or is repaired by someone, other than a representative of the Company, which within the sole judgment of the Company results in an adverse effect, including effects upon performance or reliability of the Equipment, the warranty and the Company's obligations hereunder shall terminate without notice to Buyer. 7b. Warranty Service — Chargers Warranty service will be provided in accordance with the Company's standard service terms. Where such terms are inconsistent with the terms herein, the terms herein will govern. Unless otherwise specified, each installation/system carries a one-year warranty covering defects in the installation portion of the sale. Components and materials carry the manufacturers warranty as described below, which may be greater than the one year listed above. The Company will attempt to reply to warranty service requests received from Buyer prior to 1:00 p.m. within forty-eight hours. In the event service is provided outside of normal working hours, Buyer will be charged for any overtime hours in accordance with the Company's then standard policy on overtime rates. Normal working hours are 9 a.m. to 5 p.m., Monday through Friday, excluding legal holidays. 8. Limitations Of Warranty — Products Of Others Unless otherwise specified, No warranty whatsoever is provided by the Company hereunder as to products manufactured by other than the Company, including but not limited to, cables, lamps, batteries, glassware, and evacuated devices (including valve, cathode ray tubes, and other special electron tubes). The Company's sole obligation with respect to any material or part identified in the quotation, literature, or specifications furnished to the Buyer as manufactured or supplied by others, shall be to pass on to the Buyer the applicable manufacturer's warranties, if any. 9. Buyer Responsibilities Buyer or any user of the Equipment shall (i) notify the Company as soon as any unusual operating peculiarity appears, and (ii) operate the Equipment in a safe and competent manner in strict compliance with established safety operating procedures and applicable laws and government regulations. In the event the Buyer or any user of the Equipment fails to comply with any of the above -stated conditions, the Company's warranties and its obligations hereunder shall terminate without notice to Buyer. Marathon EOC rev.Ldoc 11 AViAudloftunl November 19, 2002 UrsomfAdH=PL 10. Limitation Of Liability THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL. OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, IMPLIED OR STATUTORY. NO IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY, IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY DAMAGES, OTHER THAN THE ALLOCABLE CHARGES PAID BY THE BUYER FOR THE EQUIPMENT, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL, ARISING FROM ANY WARRANTY CLAIMS. 11. Taxes Any and all taxes levied or based on the prices in this agreement, or the Equipment being sold hereunder, exclusive of any taxes based on net income, shall be added to the selling prices set forth in the quotation; otherwise, the Buyer shall provide the Company with a tax exempt certificate acceptable to the taxing authorities. 12. Choice Of Law And Severability This agreement shall be interpreted in accordance with and governed in all respects by the law of Florida. Should any provision of this agreement be found invalid or unenforceable by a court of competent jurisdiction or by operation of any applicable law, it shall not affect the validity of any other provision contained herein. 13. Restocking Fees In the event Buyer wishes to return any Equipment based on reasons outside of the Company's control, Buyer agrees to pay any and all restocking fees. 14. General The quotation shall be firm for the period shown on the face hereof, subject to withdrawal or change by the Company upon notice at any time prior to acceptance of an order. It supercedes all prior agreements and understandings between the parties relating to the subject matter and is intended by the parties as the complete and exclusive statement of the terms of the quotation and agreement. Any representation, affirmation of fact, course of prior dealings, promise or condition in connection shall not bind the parties therewith or usage of the trade not incorporated herein. Customer Acceptance Company Print Date Marathon EOC_rev.Ldoc 12 JIVi knumatkas November 19, 2002 „a50=Faftk3=Ao %z&