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Resolution 229-1988Monroe County Commission RESOLUTION NO. 229 -1988 A RESOLUTION OF THE BOARD OF COUNTY COMMIS- SIONERS OF MONROE COUNTY, FLORIDA, AUTHORIZ- ING THE MAYOR/CHAIRMAN OF THE BOARD TO EXECUTE SUPPLEMENT TO THE COMPOSITE SIGNATURE AGREEMENT BETWEEN INTERNATIONAL BUSINESS MACHINES CORPORATION AND MONROE COUNTY AND MONROE COUNTY TAX ASSESSOR. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, that the Mayor/Chairman of the Board is hereby authorized to execute Supplement to the Composite Signa- ture Agreement between International Business Machines Corpo- ration and Monroe County and Monroe County Tax Assessor, a copy of said attachments being attached hereto and made a part hereof. PASSED AND ADOPTED by the Board of County Commissioners of Monroe County, Florida, at a special meeting of said Board held on the loth day of June, A.D. 1988. BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA Y Ma or airman (Seal) At t e s t: DANNY L. KO I n GE, Clerk sL J�ierk International Business Machines Corporation Armonk, New York 10504 Mid -Range System Amendment to IBM Maintenance Agreement Name and Address of Customer: IBM Branch Office Address: Reference Agreement No.: COUNTY OF MONROE 255 ALHAMBRA CIRCLE Amendment No.: PUBLIC SERV. BLDG. WING II CORAL GABLES, FL. 33134 STOCK ISLAND KEYWEST FL. 33040 Reference Exhibit No.: F,ORC?•171"Is 10 ipnm Si!FFI Cy ,IV __Y_ - Litt,--nry'.^ Offire Customer No.: 4734930 IBM Branch Office No.: International Business Machines Corporation (IBM) and the Customer agree that the following terms and conditions amend and/or add to the referenced IBM Maintenance Agreement and any other affected IBM Maintenance Agreement(s) (referenced Agreement) and provide for an adjustment of maintenance charges (Adjusted Maintenance Charges) for Eligible Types of Service for each Designated Machine, which is an Eligible Machine as defined in the Section entitled "Designated Machine." Eligible Machine Types, Eligible Types of Service and applicable Discount Percents used to determine Adjusted Maintenance Charges are specified in the referenced Exhibit to this Amendment (Exhibit). Eligible Machines are Machines of a Type 1) which may be installed in a Data Center environment or 2) which are capable of attachment to a telecommunications network. There is a Part I and a Part II of this Amendment. Under Part I, the Customer requests and IBM provides a Self - Initialization Review form(s) for selected Customer Location(s) to be completed by the Customer as described in Part I. Such Review will establish that the Customer's procedures are consistent with the then applicable Customer Management Control Procedures Exhibit (Procedures Exhibit). If IBM determines that a Customer Location is qualified, such Location will be listed as a "Qualified Customer Location(s)" in an Attachment to this Amendment (Attachment). The initial Attachment issued under this Amendment listing a Qualified Customer Location(s) will, upon its Effective Date, make Part II of this Amendment effective in addition to Part I. Such initial Attachment need not be signed by the Customer and IBM unless requested by the Customer prior to the Attachment Effective Date. If so requested by the Customer, Part II will not become effective without the initial Attachment being signed by the Customer and IBM. Under Part II, the Customer will be eligible for Adjusted Maintenance Charges for Designated Machines if the Customer follows the applicable procedures as described in the Section entitled "Customer Responsibilities." IBM may, from time to time, issue revised Exhibits to 1) add or delete Eligible Machine Types, 2) add or delete Eligible Types of Service, 3) revise Discount Percents, and/or 4) amend any other terms and conditions contained therein. Such revised Exhibit will become the referenced Exhibit hereunder on its Effective Date. However, if such revised Exhibit is unfavorable to the Customer, as determined by the Customer and communicated to IBM in writing prior to its Effective Date, it will not become effective during the then existing Contract Period. Following such a communication, however, the Customer may, at any time during the effective period of the rejected Exhibit, request in writing that such Exhibit be made effective, and it will become the referenced Exhibit hereunder on its Effective Date or the first day of the month following the receipt by IBM of such request, whichever is later. The then generally available Exhibit on the Commencement Date of any additional Contract Period will become the referenced Exhibit hereunder. IBM will issue revised Attachments to add to, or delete from, the list of Qualified Customer Locations or amend, or add to, any other information contained therein, as required. A revised Attachment will be signed by the Customer and IBM if it 1) deletes a Qualified Customer Location, 2) increases an Upper Limit Percent or Total Upper Limit Percent, or 3) includes any other change which is unfavorable to the Customer. Otherwise, the revised Attachment need not be signed by the parties unless requested by the Customer prior to the Attachment Effective Date. A revised Attachment signed by the parties, or one which does not require signatures, will become the then current Attachment upon its Effective Date. PAGES 2 AND 3 ARE ALSO PART OF THIS AMENDMENT. THE CUSTOMER ACKNOWLEDGES THAT THE CUSTOMER HAS READ THE REFERENCED AGREEMENT, THIS AMENDMENT AND APPLICABLE EXHIBITS, UNDERSTANDS THEM, AND AGREES TO BE BOUND BY THEIR TERMS AND CONDITIONS. FURTHER, THE CUSTOMER AGREES THAT THE REFERENCED AGREEMENT, THIS AMENDMENT AND APPLICABLE EXHIBITS AND ATTACHMENTS, INCLUDING THOSE EFFECTIVE IN THE FUTURE, WILL BE THE COMPLETE AND EXCLUSIVE STATEMENT, OF THE AGREEMENT BETWEEN THE PARTIES, SUPERSEDING ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF. ATTEST CANNY 4 NOLHAGE, Clerk Accepted by: International Business Machines Corporation COU: T PART 1 Self -Initialization Review and Re -Review Upon each written request of the Customer, IBM will deliver or mail a Self -Initialization Review form to the Customer. The Customer will return to IBM a completed form for each Customer Location. IBM will evaluate the Customer's actual controls as described in the informa- tion supplied on the form as compared with the applicable systems management control procedures set forth in the Procedures Exhibit. Using such comparison, IBM will determine if such Location is qualified. If a Customer Location is determined to be qualified, IBM will issue an initial Attachment or revised Attachment listing such Location as a Qualified Customer Location. If a Customer Location is determined not to be qualified, IBM will inform the Customer in writing of this fact. The Customer will have three months following the date of such letter to request another Self - Initialization Review (Re -Review). Following a sufficient number of, and a significantly high percent of, Self -Initialization Reviews, as determined by IBM, resulting in Qualified Customer Locations, and after giving due consideration to 1) informa- tion supplied by the Customer and 2) the functions performed at, and complexity of, a Customer Location(s), IBM may, at its discretion, issue an initial Attachment or a revised Attachment listing a Customer Location(s) as a Qualified Customer Location(s) without a Review (Alternate Initialization Review). However, at least one Self -Initializa- tion Review must be performed. IBM will evaluate the Self -Initialization Review or Re -Review for each Customer Location without charge. There will be no charge for an Alternate Initialization Review. Customer Responsibilities for Self -Initialization Review and Re -Review The Customer agrees to provide all relevant information for IBM to evaluate the Self -Initialization Review or Re -Review. Such information shall include, but not be limited to, the system and network descrip- tion(s), the identification of the person designated as the Customer's network coordinator, and the Customer Number applicable to each affected Eligible Machine. The Customer may decline to provide such information based on the Customer's security requirements. PART II Designated Machine To be subject to Part II of this Amendment, an Eligible Machine must be of a Machine Type listed in the Exhibitand subjectto the referenced Agreement for an Eligible Type of Service. In addition, an Eligible Machine must be: a) of a processor Type as identified on the Exhibit (Processor); or b) a Machine controlled by such a Processor, both of which are subject to this Amendment; and either c) a Processor or Machine installed at a Qualified Customer Location; or d) a Machine installed at other than a Qualified Customer Location, for which requests for maintenance service are controlled by the Customer's network coordinator referred to in the Procedures Exhibit. An Eligible Machine, as defined in this Section, will be referred to as a "Designated Machine." A Designated Machine will become subject to this Amendment when the applicable criteria in this Section are met and will continue to be a Designated Machine only so long as such criteria remain satisfied. Contract Period The Contract Period selected by the Customer and specified on the Attachment shall apply to all Designated Machines. For the initial Contract Period, if the Effective Date of the initial Attachment is not later than the tenth day of a month, the Commencement Date will be the first day of the following month. If the Effective Date of such Attachment is later than the tenth day of a month, the Commencement Date will be the first day of the second following month. The Commencement Date of an additional Contract Period will be as provided in the Section entitled "Contract Period Renewal." Designated Machines which become subject to this Amendment following the Commencement Date will assume the unexpired term of the then existing Contract Period. IBM Responsibilities In addition to the availability of maintenance service, described in the referenced Agreement, IBM will provide guidance to the Customer, as required, pertaining to the devebpment of the procedures required for systems management and, if applicable, pertaining to the development of the procedures required by the Customer's network coordinator. IBM will respond to Customer requests to review systems manage- ment control procedures and result© in a mutual offort to i,leiitify opportunities tcr ''improvemeh . Customer ResponsibiWies The Customer agrees to monitor and follow the applicable systems management control procedures described in the Procedures Exhibit. Before requesting maintenance service under the referenced Agree- ment the Customer will ensure that: a) operational problems have been corrected; b) error recovery procedures have been followed; c) failures are clearly identified and logged; and d) Customer Problem Analysis and Resolution (CPAR) procedures have been completed for Designated Machines, as applicable. For Designated Machines which are capable of attachment to a telecommunications network, the Customer's network coordinator will ensure that these activities are completed prior to requesting main- tenance service. Charges The Period of Maintenance Service for Designated Machines will be 24 hours per day, seven days a week. There will be no Additional Maintenance Charges for Periods of Maintenance Service in excess of the Charges applicable to the Base Period of Maintenance Service. Additional Maintenance Charges for the amount of processing per- formed by Usage Plan Machines will continue to apply. During a Contract Period, the Customer will be entitled to Adjusted Maintenance Charges for Designated Machines. The Adjusted Main- tenance Charge(s) will be determined by multiplying the maintenance charges for each Designated Machine, derived under the referenced Agreement, by the applicable Discount Percentfor the Contract Period selected and specified in the Exhibit for such Machine and subtracting the product of such multiplication from such maintenance charges. If a Designated Machine is subject to an annual Minimum Maintenance Charge, any portion of the period to which the Charge applies which is within a Contract Period will benefit from the adjustment charge calculation for such Contract Period. IBM will issue a credit to the Customer for any adjustment that is due. Because the Additional Maintenance Charge for a Usage Plan Machine is invoiced in arrears, IBM will provide an adjustment to such Charge in a subsequent month. If a Designated Machine with an annual Minimum Maintenance Charge is made subject to this Amend- ment on any day other than the Commencement Date, or Anniversary Date thereof, such Charge will be prorated prior to deriving the Adjusted Maintenance Charge, so that it covers only the period remaining up to the next Anniversary Date. Withdrawal The Customer may withdraw a Designated Machine from this Amendment, without additional charge, upon: 1) three months' prior written notice for such Machine under a three- year Contract Period; or 2) six months' prior written notice for such Machine under a five-year Contract Period. In the event that the Customer requests withdrawal of a Designated Machine with less than the applicable notice requirement of the preceding paragraph, the Customer agrees to pay an amount equal to one month's Adjusted Maintenance Charge, which will include an adjusted Additional Maintenance Charge for a Usage Plan Machine, equal to the last such Charge invoiced or to be invoiced for such Machine, in addition to all other charges due for coverage of such Machine under this Amendment through the requested date of with- drawal. Coverage for such Designated Machine under this Amend- ment will terminate as of such requested date of withdrawal. IBM will invoice such charge when incurred and payment will be due as stated in the invoice. However, no such charge will be due if: 1) a Designated Machine has been removed from its location; 2) a Designated Machine is of a Type which has been withdrawn by IBM from the then generally available Exhibit; 3) the Discount Percent for a Designated Machine in an Exhibit has been reduced below the applicable Discount Percent specified in the immediately preceding Exhibit; 4) a Designated Machine has been withdrawn by the Customer effective on the day following a Contract Period; 5) a Designated Machine has been withdrawn by the Customer on the effective date of an increase in Charge or Rate(s) in excess of the applicable Upper Limit, as described in the Section entitled "Upper Limit'; or 6) a charge is due under the provisions of the Section entitled "Withdrawal/Termination" ofthe referenced Agreement which is in excess of an amount due as provided for in this Section. The Customer agrees to advise IBM, along with the notification of withdrawal of a Designated Machine, whenever the Customer believes no charge has been incurred because of the provisions of this Section. Upper Limit For each year of a Contract Period, specified in an Attachment, lboglnnin j with the Gummer,4smept Data anu teto aftq r vpI t, wtarah Anniversary Uate thereof, there will be Upper Limits�ar ONO Minimum sysrems'rtrgrt to fia�d TfappTicaust perfa ning to the development of the procedures required by the Customer's network coordinator. IBM will respond to Custorr ment control procedures an, opportunities for improvement. Z 125-4035-00 8 / 87 Upper Lima sts to review systems'manage= For each year of a Contrafi v cj iud, specified in an Attachment, —Li in a mutual effort to identify beginning with the Commencement Date and thereafter with each Anniversary Date thereof, there will be Upper Limits for the Minimum Page 2 of 3 Maintenance Charge and for Additional Maintenance Charge Rate(s). There is no Upper Limit for the Minimum Warranty Option Charge. The Upper Limit for the Minimum Maintenance Charge for a Desig- nated Machine, without features, or Additional Maintenance Charge Rate(s) is determined by adding to such Charge or Rate(s), in effect on the Commencement Date or most recent Anniversary Date thereof, as applicable, an amount derived by multiplying such Charge or Rate(s) by the Upper Limit Percent applicable for the year of the Contract Period which begins with such Date. An increase in such Charge or Rate(s) for a Designated Machine which, by itself, or through cumula- tive effect with previous increases during such a year of the Contract Period, results in a Charge or Rate(s) in excess of the applicable Upper Limit as calculated above will satisfy the requirements for withdrawal without a charge as described in item (5) in the preceding Section. It IBM changes the Minimum Maintenance Charges 1) by an amount which results in an increase in the total Minimum Maintenance Charges for all Designated Machines under this Amendment, and 2) the amount of the increase exceeds an amount derived by multiplying such total Charges, in effect on the day before the change, by the Total Upper Limit Percent applicable for that year of the Contract Period as specified in the Attachment, the Customer may terminate this Amend- ment without charge on the Effective Date of the change. In addition, if such a change in Minimum Maintenance Charges, when added to other such changes which become effective during a year of the Contract Period, results in a total amount of increase which exceeds an amount derived by multiplying the total Minimum Maintenance Charges for Designated Machines under this Amendment on the Commence- ment Date or most recent Anniversary Date thereof, as applicable, by the Total Upper Limit Percent applicable for the year of the Contract Period beginning with such Date, as specified in the Attachment, the Customer may terminate this Amendment without charge on the Effective Date of such change. The Customer must notify IBM of its intention to terminate this Amendment under the provisions of this paragraph prior to the Effective Date of the change in Minimum Maintenance Charges. The Upper Limit Percents and Total Upper Limit Percents specified in the Attachment will not be increased during a Contract Period except as provided in the last paragraph of the Preamble of this Amendment. Contract Period Renewal Unless otherwise notified by IBM at least three months prior to the expiration of the then existing Contract Period, the Customer may, one or more times, elect continued coverage for an additional Contract Period of the same duration as the preceding Contract Period. IBM will send to the Customer, at least three months prior to the expiration of an existing Contract Period, an Attachment containing the terms and conditions for such additional Contract Period. IBM may not change the terms and conditions of the Attachment for an additional Contract Period, except as provided for in the last paragraph of the Preamble of this Amendment, following a date which is three months prior to the expiration of an existing Contract Period. The Minimum Maintenance Charges and Additional Maintenance Charge Rates for Designated Machines which will be subject to this Amendment upon the Com- mencement Date of the additional Contract Period will be IBM's then generally available Charges and Rates upon such Commencement Date. The additional Contract Period will commence automatically unless the Customer notifies IBM in writing on or before the expiration of an existing Contract Period that the Customer does not elect an additional Contract Period or wishes a revised Attachmentspecifying a different, available Contract Period or removal of a Qualified Customer Loca- tion(s). The Commencement Date of an additional Contract Period will be the day immediately following the last day of the preceding Contract Period and will be deemed to be the Commencement Date under this Amendment. The Contract Period Duration will be specified in the Attachment for such additional Contract Period, and such Attachment will be deemed to be the initial Attachment for such Period. Periodic Review IBM will, without charge, perform Periodic Review(s) of the Cus- tomer's systems management control procedures. The Review(s) will be based on available performance reports and any on -site reviews of the Qualified Customer Location(s) deemed necessary. The purpose of such Review(s) is to determine that the requirements of this Amend- ment and the Procedures Exhibit are being satisfied. If, as a result of a Periodic Review, IBM determines that the Customer is not meeting the terms and conditions of this Amendment, IBM will notify the Customer in writing of the necessary improvements. The Customer will have three months from the date of such written notice to achieve such improvements. Failure to do so may result in the termination of this Amendment or withdrawal of affected Designated Machines by IBM, as described in the Section entitled "General' of this Amendment. General This Section applies to both Part I and Part II of this Amendment. Either the Customer or IBM may withdraw affected Designated Machines from this Amendment, or terminate this Amendment, for failure of the other party to comply with any of its terms and conditions. In the event of such withdrawal or termination by the Customer under this paragraph, the Section entitled "Withdrawal ' does not apply to the Customer. In the event of such withdrawal or termination by IBM under this paragraph, the charges based on an amount equal to one month's Adjusted Maintenance Charge, described in the Section entitled "Withdrawal," will apply to the Customer. IBM may, upon three months' written notice to the Customer, modify the terms and conditions of this Amendment and/or the Procedures Exhibit. However, if such modification is unfavorable to the Customer, its effective date will be delayed until the expiration of the then existing Contract Period. Any modifications to an Exhibit or Attachment will be as provided for in the Preamble and/or the Section entitled "Contract Period Renewal" of this Amendment. In the event of conflict between the terms and conditions of this Amendment and the terms and conditions of the referenced Agree- ment, the terms and conditions of this Amendment shall prevail. In the event of conflict between the terms and conditions of this Amendment and the Attachment and Exhibit, the terms and conditions of the Attachment and Exhibit shall prevail. All other terms and conditions of the referenced Agreement remain in full force and effect. 7417.7 International Business Machines Corporation Armonk, New York 10504 Attachment to Mid -Range System Amendment to IBM Maintenance Agreement Contract Period Reference Amendment No.: Commencement Date: Customer No.: 4 7 3 4 9 3 0 Duration: 5 YRS . Attachment Effective Date: Upper Limit Percents Year of Contract Period Total Contract Period Duration Upper Limit Percent Upper Limit Percent First Three Years 7 3.5 Five Years 7 3.5 Second Three Years 7 3.5 Five Years 7 3.5 Third Three Years 7 3.5 Five Years 7 3.5 Fourth Five Years 7 3.5 Fifth Five Years 7 3.5 Customer No.: Qualified Customer Locations Location Address: APPRWIrn / To �►C!if�4 ry Revised Attachment (YES/NO): If "YES" is indicated, the Commencement Date is the same date as stated in the initial Attachment for the current Contract Period. "NO" must be indicated on the initial Attachment for a Contract Period. This Attachment will be signed by the Customer and IBM, prior to the Attachment Effective Dab, only as described in the preamble of the Amendment; otherwise, signatures are not required. ATTEST DANNY 4 KOLHAGE, Clerk international Business Machines Corporation COUNT OF MONROE By _ - sly y siopa re Authenzed Signatute 0920-6 International Business Machines Corporation Armonk, New York 10504 IBM Trial Period Amendment Name and Address of Customer: IBM Branch Office Address: Amendment No.: Monroe County 255 Alhambra Circle Data Processing Dept. Coral Gables, FL 33134 IBM Branch Office No.: DH3 Public Service Bldg, Wing II Stock Island Customer No.: 6039542 Key West, FL 33040 International Business Machines Corporation (IBM) and the Customer agree that the IBM Agreement specified for each Trial Product, listed below, is amended, for the purpose of allowing Customer evaluation of such Trial Product, only with respect to such Trial Product and only by the provisions of this Amendment applicable to such Agreement. IBM agrees to provide a Trial Product(s) under the provisions of the Specified Agreement(s), as hereby amended, during the Trial Period. The Specified Agreement, signed by the Customer and IBM or accepted by the Customer under the terms of the IBM Program License Agreement, applicable to each Trial Product, listed below, is the 1) Agreement for Purchase of IBM Machines (PA), 2) Agreement for Lease or Rental of IBM Machines (LRA), 3) Agreement for IBM Licensed Programs (ALP), or 4) IBM Program License Agreement (PLA). All terms and conditions of the Specified Agreement(s) not specifically amended hereby remain in full force and effect. The term "Trial Product(s)," as used herein, includes Trial Machine(s) and/or Trial Licensed Program(s) unless the context requires individual reference. Trial Product Plant Trial Period Specified Type/Model or Order/Serial Duration Agreement Program Number Quanti Number(s) (Months) PA 9309/002 1 53341 6 PA 9309/002 1 53342 6 PA 9335/BO1 1 39710 6 PA 9335/1101 1 40633 6 PA 9335/B01 1 42015 6 PA 9335/A01 1 71886 6 PA 9347/001 1 03810 6 PA 9375/060 1 01609 6 PA 4234/001 1 23776 6 ALP 5664/188 1 64895 6 ALP 5664/281 1 64896 6 ALP 5664/301 1 65297 6 ALP 5668/941 1 A1902 6 ALP 5668/978 1 A1903 6 ALP 5748/1243 1 AZ879 6 ALP 5748/XXJ 1 AZ880 6 ALP 5796/BDZ 1 AT861 6 ALP 5796/AXX 1 B0859 6 THE REVERSE SIDE IS ALSO PART OF THIS AMENDMENT. THE CUSTOMER ACKNOWLEDGES THAT THE CUSTOMER HAS READ THE SPECIFIED AGREEMENTS (EXCEPT FOR THE PLA, WHICH, IF APPLICABLE, THE CUSTOMER WILL READ AND ACCEPT AT A LATER TIME), THEIR OTHER AMENDMENTS AND SUPPLEMENTS, IF ANY, AND THIS AMENDMENT AND AGREES TO BE BOUND BY THEIR TERMS AND CONDITIONS. FURTHER, THE CUSTOMER AGREES THAT SUCH AGREEMENTS, OTHER AMENDMENTS, SUPPLEMENTS AND THIS AMENDMENT ARE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES WHICH SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF. !-I! ATTEST: DANNY L. KQLI�1 ��e�kw ro t',PJC, F_,` rl�l 'if Accepted by. International Business Machines Corporation may: _ . _..__ .. _ _ . gy: .,,y Monroe Munty ................ .....:-............. j.................... . ..... .1r1............ _ ......................_ ..... _.......... ---.-_.~ -- --..- . i tiere -will be f.t Trial Period lor ee'eh Trial Product which will begin on its Trial PQriCd C:ommencement 0"'0, ilia defined In the Section of this Amendment applicable to eactl Specified Agree- ment, and will extend for the Trial Period Duration. Option Not To Retain Trial Products At the end of the Trial Period, the Customer may, at the Customer's option, elect not to retain some or all of the Trial Products provided the Customer's written notification of such election is received by the IBM Branch Office listed on the face bf this Amendment on or before the last day of the Trial Period. Trial Products for which such written notification is not so received are referred to herein as Trial Products which are "retained." AMENDMENT ONLY TO THE AGREEMENT FOR PURCHASE OF IBM MACHINES The following provisions amend only the Agreement for Pur- chase of IBM Machines. The Trial Period Commencement Date for each Trial Machine will be its Date of Installation, Title to each Trial Machine and all risk of loss of, or damage to, such Machine remains with IBM during the Trial Period, The subsection of the PA entitled "Services for Additional Charge During the Warranty Period" does not apply during the Trial Period, The Customer agrees to accept the responsibility for making any alteration or attachment to a Trial Machine during the Trial Period. In addition, the Customer agrees to accept responsibility for the use of, and the results obtained from, such alteration or attachment. An alteration is defined as any change to an IBM Machine which deviates from IBM's Machine design whether or not additional devices or parts are required, An attachment is defined as any nterconnection to an IBM Machine of non-IBM products or devices not under an IBM maintenance agreement. The Trial Period is in lieu of any other on-site allowance. For each Trial Machine retained by the Customer at the end of he Trial Period, payment in full of the Purchase Price and lpplicable taxes will be due on the day (Monday through Friday) ollowing the last day of the Trial Period, unless otherwise provided n an IBM installment agreement, and payment of applicable Jestination charges will be due at such time. Title to each Trial lI1achine retained by the Customer shall be deemed to have lassed to the Customer effective on the date described in the >ection of the PA entitled "Title"; however, if the order for purchase )f a Trial Machine is received and accepted by IBM on or after the )ate of Installation pursuant to the Section of this Amendment !ntitled "Change of Specified Agreement," title shall be deemed to lave passed on the Date of Installation. For these purposes, an ,rder under this Amendment indicating "PA" as the Specified \greement shall be deemed an order for purchase under such \greement. Effective the day following the last day of the Trial 'eriod all risk of loss of, or damage to, Trial Machines retained by 1e Customer shall be on the Customer and, if the Warranty Period as not expired, the provisions of the subsection of the PA entitled Services for Additional Charge During the Warranty Period" shall pply, Commencement of such Trial Machine's Warranty Period hall be deemed to have been effective on Date of Installation. For each Trial Machine which the Customer elects not to retain I the end of the Trial Period, the Customer shall be relieved of its bligation to pay all charges otherwise due and return destination harges except for any rigging charges associated with the Istallation or return of the Trial Machine, The Customer agrees to romptly make available such Trial Machine for removal by IBM. he Customer further agrees to remove any alteration or attach- ent and to restore the Machine to its normal, unaltered condition "ior to its return to IBM. MENDMENT ONLY TO THE AGREEMENT FOR LEASE R RENTAL OF IBM MACHINES The following provisions amend only the Agreement for Lease or ental of IBM Machines. The Trial Period Commencement Date for each Trial Machine ill be its Date of Installation. The Trial Period is in lieu of any other on-site allowance. For each Trial Machine retained by the Customer at the end of e Trial Period, the commencement of monthly charges, including lY applicable taxes, shall be deemed to have been effective as of lte of Installation, and the Customer will be invoiced accordingly. iyment of applicable destination charges will be due on the day londay through Friday) following the last day of the Trial Period. For each Trial Machine which the Customer elects not to retain ~ ,. It ". ~ ~ ..- " lVT.x"ml=:..-.m"\Ju~lUTP"!ra\JIBBS m ptDmpny l'mlReoavamnm.i such Trial Machine for reroval iJy IBM, AMENDMENT ONLY TO THE AGREEMENT FOR IBM LICENSED PROGRAMS The following provisions amend only the Agreement for IBM Licensed Programs. The Trial Period Commencement Date for each Trial Licensed Program will be 10 days after its shipment from IBM or, if applicable, on its Effective Date for Additional License:- Commencement of the testing period, if any, for each Trial Licensed Program shall be deemed to have been effective on the Trial Period Commencement Date. In the event that the Trial Licensed Program is used for productive purposes during such testing period, the provisions of the Section of the ALP entitled "Licensed Program Testing" continue to apply. For each Trial Licensed Program retained by the Customer at the end of the Trial Period, payment in full of any applicable one-time charge, initial charge, upgrade charge, process charge or charges for licensed optional materials, and any taxes thereon, will be due on the later of 1) the day (Monday through Friday) following the last day of the Trial Period or 2) the day (Monday through Friday) following the end or termination of the testing period, if any, applicable to such Program. For each Trial Licensed Progmm retained by the Customer at the end of the Trial Period, payment in full of any applicable periodic charges, and any taxes thereon, shall be deemed to have been effective on 1) the Trial Period Commencement Date for Trial Licensed Programs without a testing period or 2) the day (Monday through Friday) following the end or termination of the testing period for Trial Licensed Programs with a testing period, and, in any such event, the Customer will be invoiced accordingly, For each Trial Licensed Program which the Customer elects not to retain at the end of the Trial Period, the Customer shall be relieved of its obligation to pay all charges otherwise due, The Customer agrees to return or destroy the original and all copies of the licensed program materials associated with such Program. AMENDMENT ONLY TO THE IBM PROGRAM LICENSE AGREEMENT The following provisions amend only the IBM Program License Agreement that will be enclosed with each Trial Licensed Program, By accepting such Agreement, the Customer agrees that the Agreement's terms and conditions, as amended hereby, will apply to each Trial Licensed Program, The Trial Period Commencement Date for eachITrial Licensed Program will be 10 days after shipment of the Trial Licensed Program from IBM. The Trial Licensed Program is not transferable by the Customer during the Trial Period, For each Trial Licensed Program retained by the Customer at the end of the Trial Period, payment of any charges for such Program will be due on the day (Monday through Friday) following the last day of the Trial Period, In addition, the terms and conditions ofthe IBM Program License Agreement enclosed with each Trial Licensed Program, without the applicable terms and conditions contained in this Amendment, shall apply following the Trial Period, For each Trial Licensed Program which the Customer elects not to retain at the end of the Trial Period, the Customer shall be relieved of its obligation to pay any charges for such Program, The Customer agrees to return to IBM or destroy all copies of the Trial Licensed Program in the Customer's possession in all forms. CHANGE OF SPECIFIED AGREEMENT Prior to the end of the Trial Period, the Customer may request a change in the designation of the Specified Agreement for a Trial Machine, If agreed to by IBM, IBM will provide to the Customer a Supplement to the newly selected Specified Agreement, signed by the Customer and IBM, reflecting such change. If such change occurs prior to the Date of Installation, the Trial Machine will be considered subject to such newly selected Specified Agreement on the day IBM provides to the Customer a Supplement reflecting such change. If such change occurs on or after the Date of Installation, the Trial Machine will be considered subject to such newly selected Specified Agreement on the Trial Machine's Date of Installation. In either event, the Trial Period will be measured from the Date of Installation. However, if the T~ial Machine is already subject to an Assign- ment of IBM Machines, the Specified Agreement may not be changed, ~ -.- . " . ~ . I, . May 25, 1988 SUPPLEMENT TO THE COMPOSITE SIGNATURE AGREEMENT BETWEEN INTERNATIONAL BUSINESS MACHINES CORPORATION AND MONROE COUNTY AND MONROE COUNTY TAX ASSESSOR The following supplements the Composite Signature Agreements between International Business Machines Corporation ("IBM") and Monroe County and the Monroe County Tax Assessor ("Tax Assessor") dated November 17, 1987. For purposes of this supplement, Monroe County and Tax Assessor shall be collectively referred to as "Customer" unless individual reference is required. WHEREAS, pursuant to the above -referenced agreements and the Monroe County Computer Mapping/Geographic Information System Proposal dated May 26, 1987, IBM delivered and installed equipment (hardware and programs) for the Customer and the Florida Keys Aqueduct Authority and the Utility Board of the City of Key West. Such equipment is listed generally in Attachment A, which is attached and incorporated herein. WHEREAS, Customer claims that IBM has failed to meet certain responsibilities and obligations in connection with the IBM agreements, and/or equipment, and/or programming relating to such equipment, and/or representations made prior to, contemporaneous with and subsequent to the execution of the agreements. WHEREAS, the parties now wish to settle any potential liability that may have been incurred by IBM as a result of the matters listed above. Therefore, with the considerations listed below and other valuable considerations, the parties agree as follows: 1. IBM shall provide the equipment listed in Attachment A in accordance with the terms and conditions of the IBM Trial Period Amendment, executed by the Customer on lOally The Date of Installation of said equipment shall be the date in which the equipment was originally installed with the Customer. At the end of the trial period (six (6) months from the Date of Installation), Customer shall make available for return to IBM the equipment listed in Attachment A. This equipment shall be returned to IBM free of any liens or encumbrances to title. All title and risk of loss to said equipment shall pass to IBM on the date in which said Trial Period Amendment is executed. 2. Customer shall, at its own expense, provide a suitable environment for the installation of IBM equipment listed in Attachment B, which is attached and incorporated herein. 3. At the end of the trial period, IBM shall deliver and install the equipment listed in Attachment B. Such equipment is provided in accordance with the terms and conditions of the relevant Agreement for Purchase of IBM Machines or the Agreement for IBM Licensed Programs signed by the Customer as part of the Composite Signature Agreement. The equipment listed in Attachment B has been refurbished by IBM, and has had no commercial and/or private usage from the time of refurbishment to installation at Monroe County. IBM makes no warranties, express or implied, including but not limited to the implied warranty of merchantability and fitness for a particular purpose as to said equipment. 4. With regard to the IBM hardware listed in Attachment B, IBM shall maintain such hardware at no -charge for a period not to exceed twelve (12) months following the Date of Installation of said equipment. Maintenance shall be provided in accordance with the IBM Maintenance Agreement signed by the Customer as part of the Composite Signature Agreement. If maintenance is required beyond this twelve (12) month period, such maintenance shall be provided under IBM's then current prices, terms and conditions for such equipment. Customer shall be responsible for all maintenance charges then applicable. 5. Customer agrees to pay IBM the amount of $280,628.75 for amounts owing IBM under the terms of said agreements. Moreover, Customer to pay all monthly license charges or other charges associated with the IBM software provided under Attachment B. 6. Except for the amounts specified in Paragraph 5 above, IBM shall credit the customer's account for hardware and software provided in Attachment B. 7. Customer hereby releases and discharges IBM and its respective officers, directors, agents, employees, representatives, successors and assigns of and from all claims, demands, debts, damages, duties, causes of action, actions and suits whatsoever, in law or equity, which it now has or to which it may hereafter become entitled, on account of any act, failure to act, or event occurring prior to the date of these presents, including claims and damages not yet ascertainable, if there be any, as well as those now known, and it does hereby acknowledge satisfaction thereof. 8. In executing, the agreement, Customer does not rely upon any inducements, promises, or representations of IBM with the exception of those listed herein. 9. Gestamers—riot- to publicire-ar—diselese—of: the —(terms --e€-this supplement a nt ept-iith-the- prier Of Tnu: 9. Customer agrees to disclose the terms of this contract only as required by law. If the foregoing is acceptable to you and represents a full and final satisfaction of the issue's addressed above, please sign below signifying your acceptance of this agreement. Sincerely, INTERNATIONAL BUSINESS MACHINES CORPORATION AGREED TO AND ACCEPTED: MONROE COUNTY BY: TITLE: (\/\A DATE:y AI t 1 �1R�C MONROE BY: TITLE: DATE: ATTEST: DANNY L, KOLHAGE, Clerk APPROVED AS TO)FORM AN urri �E�CY. ny Attorney's Offire MODEL & FEATURE NO's ATTACHMENT A 9370 SYSTEM MACHINE TYPE -------- MODEL ------- SERIAL NO. ---------- FEATURE NUMBERS ---------------- 4234 001 23776 ----- ----- 001 9111 9807 9309 002 53341 9201 9204 9205 9951 9991 9309 002 53342 9202 9204 9205 9951 9991 9335 A01 71886 9804 9951 9991 9335 B01 39710 9821 9951 9991 9335 B01 40633 9821 9951 9991 9335 B01 42015 9821 9951 9991 9347 001 03810 9803 9951 9991 9375 060 01609 4590 4591 6003 6010 6020 6021 6030 6031 9016 9302 9304 9505 9951 9982 9991 9645 SOFTWARE IDENTIFICATION NUMBER DESCRIPTION 5664 188 64895 RSCS 5664 281 64896 VM/SP FILE XFER 5664 301 65297 VM/IS BASE 5668 941 A1902 GRAPHICS PROGRAM GENERATOR 5668 978 A1903 GRAPHICS ACC METHOD/SYS PROD 5748 LM3 AZ879 VS FORTRAN LIBRARY 5748 XXJ AZ880 SQL/DATA SYSTEM 5796 BDZ AT861 IND. STD. PLOTTING COMMANDS 5799 AXX B0859 3270 GRAPHICS ATTCH. SPT. MODEL & FEATURE NO's ATTACHMENT B 4300 SYSTEM MACHINE . TYPE MODEL 3151 360 3174 O1L 3278 A02 3380 AA4 3380 B04 3422 A01 3720 001 3880 003 4245 012 4381 R14 3178 C20 SOFTWARE IDENTIFICATION NUMBER 5664 260 5664 167 5664 173 5664 200 5664 280 5664 281 5664 282 5664 289 5664 318 5668 754 5668 801 5668 941 5668 978 5734 LM5 5748 LM3 5748 XXJ 5796 BDZ 5796 PNA 5799 AXX 5750 AAR SERIAL NO. FEATURE NUMBERS --------------- ----- ----- 8235 1046 3103 9006 9016 9514 9063 9903 9063 9903 9010 4911 9063 9903 9193 9524 9903 9951 9063 9514 9903 DESCRIPTION EREP V3 VM/SP VM/SP HIGH PERFORMANCE OPTION GDDM/VM ACF/VTAM VM/SP PC FILE TRANSFER ISPF VM/SP, VM/CMS ACF/SSP VM/IPF ACF/NCP VERSION 4 SUBSET GDDM/IMD V2 GRAPHICS PROGRAM GENERATOR GRAPHICS ACC METHOD/SYS PROD OS PL/1 TRANSIENT LIBRARY VS FORTRAN LIBRARY SQL/DATA SYSTEM IND. STD PLOTTING COMMANDS VM REAL TIME MONITOR 3270 GRAPHICS ATTCH. SPT. VM/SP SYST_F.M OFFERING c[�eS R International Business Machines Corporation Attachment Continuation to Mid -Range System Amendment to I13M Maintenance Agreement Qualified Customer Locations Customer No.: Location Address: Armonk, New York 10504 Reference Amendment No.: Customer No.: 4 7 3 4 9 3 0 SEE ATTACHED LIST FOR ALL CUSTOMER AND LOCATIONS. n 380127 IBM CONFIDENTIAL MACHINES INSTALLED FILE - SWD FILE AS OF APRIL 1988 - QUOTES 03/01/88 CUST NO CUSTOMER NAME MKT B/O ENTER PRISE 60082-84 MONROE CTY AD D DH3 4734930 60163-71 MONROE CTY BUI DH3 4734930 60163-71 MONROE CTY BUI DH3 4734930 60163-71 MONROE CTY BUI DH3 473490) 60082-84 MONROE CTY AD D DH3 4734930 60082-84 MONROE CTY AD D DH3 4734930 60082-84 MONROE CTY AD D DH3 4734930 60089-88 MONROE CTY MON DH3 4734930 60082-84 MONROE CTY AD D DH3 4734930 60082-84 MONROE CTY AD D DH3 4734930 60082-84 MONROE CTY AD D DH3 4734930 60118-51 MONROE CTY SOC DH3 4734930 60118-51 MONROE CTY SOC DH3 4734930 60082-84 MONROE CTY AD D DH3 4734930 60082-84 MONROE CTY AD D DH3 4734930 60082-84 MONROE CTY AD D DH3 4734930 60082-84 MONROE CTY AD D DH3 4734930 60082-84 MONROE CTY AD D DH3 4734930 60522-25 MONROE CTY MON DH3 4734930 60522-24 MONROE CTY MON DH3 4734930 60089-88 MONROE CTY MON DH3 4734930 60381-40 MONROE CTY SOC DH3 4734930 60522-24 MONROE CTY MON DH3 4734930 60163-71 MONROE CTY BUI DH3 4734930 603G1-40 MONROE CTY SOC DH3 4734930 60381-46 MONROE CTY SOC DH3 4734930 60163-71 MONROE CTY BUI DH3 4734930 60381-40 MONROE CTY SOC DH3 4734930 60381-41 MONROE CTY SOC DH3 4734930 60381-37 MONROE CTY COM DH3 4734930 60381-47 MONROE CTY CTY DH3 4734930 60381-41 MONROE CTY SOC DH3 4734930 60082-84 MONROE CTY AD D DH3 4734930 59977-05 MONROE CTY PUB DH3 4734930 60082-84 MONROE CTY AD D DH3 4734930 22325-04 CTY MONR BUILDI DH3 4734930 60082-84'MONROE CTY AD D DH3 4734930 60381-41 MONROE CTY SOC DH3 4734930 60082-84 MONROE CTY AD D DH3 4734930 22325-04 CTY MONR BUILDI DH3 4734930 60082-84 MONROE CTY AD D DH3 4734930 60381-40 MONROE CTY SOC DH3 4734930 60082-84 MONROE CTY AD D DH3 4734930 60381-47 MONROE CTY CTY DH3 4734930 60161-28 MONROE CTY CIV DH3 4734930 60381-46 MONROE CTY SOC DH3 4734930 60381-40 MONROE CTY SOC DH3 4734930 60381-40 MONROE CTY SOC DH3 4734930 60381-37 MONROE CTY COM DH3 4734930 60082-84 MONROE CTY AD D DH3 4734930 PAGE 1 16:14 05/24/88 R ' 05/16/88 380127 IBM CONFIDENTIAL MACHINES INSTALLED FILE - SWD FILE AS OF APRIL 1988 - QUOTES 03/01/88 MKT ENTER OUST NO CUSTOMER NAME B/O PRISE 59972-47 MONROE CTY CIR DH3 4734930 60403-12 MONROE CTY TAX DH3 4734930 60403-12 MONROE CTY TAX DH3 4734930 60082-84 MONROE CTY AD D DH3 4734930 60082-84 MONROE CTY AD D DH3 4734930 60403-12 MONROE CTY TAX DH3 4734930 60395-42 MONROE CTY AD D DH3 4734930 59977-05 MONROE CTY PUB DH3 4734930 59977-05 MONROE CTY PUB DH3 4734930 60082-84 MONROE CTY AD D DH3 4734930 59977-05 MONROE CTY PUB DH3 4734930 60381-40 MONROE CTY SOC DH3 4734930 22325-04 CTY MONR BUILDI DH3 4734930 59977-05 MONROE CTY PUB DH3 4734930 59977-05 MONROE CTY PUB DH3 4734930 59977-05 MONROE CTY PUB DH3 4734930 59977-05 MONROE CTY PUB DH3 4734930 22325-04 CTY MONR BUILDI DH3 4734930 59977-05 MONROE CTY PUB DH3 4734930 60082-84 MONROE CTY AD D DH3 4734930 60370-21 MONROE CTY AD D DH3 4734930 22325-04 CTY MONR BUILDI DH3 4734930 22325-04 CTY MONR BUILDI DH3 4734930 60082-84 MONROE CTY AD D DH3 4734930 60381-47 MONROE CTY CTY DH3 4734930 60370-21 MONROE CTY AD D DH3 4734930 60082-84 MONROE CTY AD D DH3 4734930 60370-21 MONROE CTY AD D DH3 4734930 60370-24 MONROE CTY CIV DH3 4734930 60082-84 MONROE CTY AD D DH3 4734930 60381-41 MONROE CTY SOC DH3 4734930 60381-41 MONROE CTY SOC DH3 4734930 60082-84 MONROE CTY AD D DH3 4734930 60381-40 MONROE CTY SOC DH3 4734930 60381-40 MONROE CTY SOC DH3 4734930 60082-84 MONROE CTY AD D DH3 4734930 60370-25 MONROE CTY FIR DH3 4734930 60370-19,MONROE CTY BD F DH3 4734930 60082-84 MONROE CTY AD D DH3 4734930 60381-46 MONROE CTY SOC DH3 4734930 60381-40 MONROE CTY SOC DH3 4734930 60082-84 MONROE CTY AD D DH3 4734930 60382-01 MONROE CTY IN H DH3 4734930 60382-01 MONROE CTY IN H DH3 4734930 60163-71 MONROE CTY BUI DH3 4734930 b0381-40 MONROE CTY SOC DH3 4734930 60381-38 MONROE CTY SAFE DH3 4734930 60082-84 MONROE CTY AD D DH3 4734930 ' 60163-71 MONROE CTY BUI DH3 4734930 60082-84 MONROE CTY AD D DH3 4734930 ' lNSTB BO = DH3 CNN ALL ENTERPRISE = 4734930 CUSTNO NE 3416616 16:14 05/24/88 R 05/16/88 INSTB BO = DH3 CNN ALL ENTERPRISE = 4734930 CUSTNO NE 3416616 PAGE 3 380127 IBM CONFIDENTIAL 16:14 05/24/88 R MACHINES INSTALLED FILE — SWD FILE AS OF APRIL 1988 — QUbTES 03/01/88 05/16/88 MKT ENTER CUST NO CUSTOMER NAME B/O PRISE 60395-42 MONROE CTY AD D DH3 4734930 60395-42 MONROE CTY AD D DH3 4734930 60395-42 MONROE CTY AD D DH3 4734930 60395-42 MONROE CTY AD D DH3 4734930 60395-42 MONROE CTY AD D DH3 4734930 155 RECORD(S) HAVE BEEN PROCESSED. QDS0721 QUERY NUMBER 74,178 PROC/TIME = 1.51 CPU/TIME = 0.10 INSTB BO = DH3 CNN ALL ENTERPRISE = 4734930 CUSTNO NE 3416616 PAGE 4 n INST8 BO = DH3 CNN ALL ENTERPRISE = 4734930 CUSTNO NE 3416616 PAGE 2 380127 IBM CONFIDENTIAL 16:14 05/24/88 MACHINES INSTALLED FILE - SWD _ FILE AS OF APRIL 1988 - QUOTES 03/01/88 05/16/88 MKT `ENTER CUST NO CUSTOMER NAME B/O PRISE 22325-04 CTY MONR BUILDI DH3 4734930 60082-84 MONROE CTY AD D DH3 4734930 60395-42 MONROE CTY AD D DH3 4734930 60395-42 MONROE CTY AD D DH3 4734930 60403-12 MONROE CTY TAX DH3 4734930 60403-12 MONROE CTY TAX DH3 4734930 60395-42 MONROE CTY AD D DH3 4734930 60395-42 MONROE CTY AD D DH3 4734930 60403-12 MONROE CTY TAX DH3 4734930 60403-12 MONROE CTY TAX DH3 4734930 60395-42 MONROE CTY AD D DH3 4734930 60403-12 MONROE CTY TAX DH3 4734930 60395-42 MONROE CTY AD D DH3 4734930 60395-42 MONROE CTY AD D DH3 4734930 60395-42 MONROE CTY AD D DH3 4734930 60403-12 MONROE CTY TAX DH3 4734930 59987-01 MONROE CTY LEG DH3 4734930 60082-84 MONROE CTY AD D DH3 4734930 60082-84 MONROE CTY AD D DH3 4734930 59977-05 MONROE CTY PUB DH3 4734930 22325-04 CTY MONR BUILDI DH3 4734930 60082-84 MONROE CTY AD D DH3 4734930 60381-37 MONROE CTY COM DH3 4734930 60082-84 MONROE CTY AD D DH3 4734930 22325-04 CTY MONR BUILDI DH3 4734930 60161-28 MONROE CTY CIV DH3 4734930 60381-40 MONROE CTY SOC DH3 4734930 60381-46 MONROE CTY SOC DH3 4734930 60381-47 MONROE CTY CTY DH3 4734930 60381-41 MONROE CTY SOC DH3 4734930 60381-40 MONROE CTY SOC DH3 4734930 60381-40 MONROE CTY SOC DH3 4734930 60082-84 MONROE CTY AD D DH3 4734930 60082-84 MONROE CTY AD D DH3 4734930 60522-24 MONROE CTY MON DH3 4734930 60522-25 MONROE CTY MON DH3 4734930 60089-88 MONROE CTY MON DH3 4734930 60522-24 MONROE CTY MON DH3 4734930 60089-88 MONROE CTY MON DH3 4734930 60522-25 MONROE CTY MON DH3 4734930 59987-01 MONROE CTY LEG DH3 4734930 59987-01 MONROE CTY LEG DH3 4734930 59987-01 MONROE CTY LEG DH3 4734930 59987-01 MONROE CTY LEG DH3 4734930 59987-01 MONROE CTY LEG DH3 4734930 59987-01 MONROE CTY LEG DH3 4734930 ' 60082-84 MONROE CTY AD D DH3 4734930 60395-42 MONROE CTY AD D DH3 4734930 60395-42 MONROE CTY AD D DH3 4734930 6W95-42 MONROE CTY AD D DH3 4734930