Resolution 347-1983
Lucien C. Proby, Jr.
County Attorney
RESOLUTION NO. 347 -1983
RESOLUTION AUTHORIZING THE CHAIRMAN OF THE BOARD OF
COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA,
TO EXECUTE AN IBM MAINTENANCE AGREEMENT BY AND BE-
TWEEN MONROE COUNTY, FLORIDA, AND INTERNATIONAL
BUSINESS MACHINES CORPORATION TO PROVIDE FOR MAIN-
TENANCE SERVICE ON TWO IBM DISPLAYWRITER SYSTEMS
AND AUTOMATIC SHEET FEED PRINTER IN COUNTY ATTORNEY'S
OFFICE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
MONROE COUNTY, FLORIDA, as follows:
That the Mayor and Chairman of the Board of County
Commissioners of Monroe County, Florida, is hereby authorized to
execute an IBM Maintenance Agreement by and between Monroe
County, Florida, and International Business Machines Corporation,
a copy of same being attached hereto, for the purpose of
providing maintenance service for two IBM Displaywriter Systems
and Automatice Sheet Feed Printer located in the County
Attorney's Office.
Passed and adopted by the Board of County Commissioners of
Monroe County, Florida, at a regular meeting of said Board held
on the 16th day of December, A.D. 1983.
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA,
By
~~
Chairman
(Seal)
Attest:
DA}'~ L. KOLHAGE, Clerk
l-, ,,~~ fV\. PAAJv 0.(
cr 6 Clerk .
APPROVED AS TO FORM
A~GAL SU':ICI~NC~
BV "'\~ ~/ ;::i!;../i
Anomer'. Office v
- - - - --- - - -- -- ---
International Business Machines Corporation
IBM Maintenance Agreement
Name and Address of Customer:
~ec,~ q;
3ft) 9~.~
IBM Bra2: ~ ~ress: r.4- "1 "J c) t.{ 0
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~~ 1~'3':J/;;Y
Armonk, New York 10504
Agreement No_: ~ ') ~ V 7 711
IBM Branch Office No.: ;L S""JA.
Customer No.: 599 ~7 01
International Business Machines Corporation (IBM) and the Customer agree that the following terms and conditions will apply to any Customer
order accepted by IBM to provide maintenance service for IBM Machines located within the United States and Puerto Rico, "Machine(s)" as used
herein refers to machines and/or their features, model conversions and machine elements unless the context requires individual reference_ This
Agreement is effective from the date on whi~h it is accepted by IBM and shall remain in force until terminated by the Customer or IBM. Specific
Machines become subject to this Agreement on the Effective Date designated by the Customer, if agreed to by IBM, and such information will be
shown in a Supplement to IBM Maintenance Agreement (Supplement) signed by IBM.
MAINTENANCE SERVICE
IBM agrees to provide the availability of maintenance service to
keep the Machines in. or restore the Machines to, good working order.
Maintenance service includes preventive maintenance based on the
specific needs of individual Machines as determined by IBM and on-call
remedial maintenance. Maintenance service also includes 'lubrication,
adjustments and replacement of maintenance parts all as deemed
necessary by IBM. Maintenance parts, which may be used parts, will
be furnished on an exchange basis, and the replaced parts become
the property of IBM. IBM may, at its option, store maintenance equip-
ment and/or parts on the Customer's premises.
The Customer agrees to provide a suitable environment for the
Machines as specified by IBM, and to provide IBM full. free and safe ac-
cess to the Machines to provide maintenance service. The Customer
is responsible to implement appropriate safeguards for Customer's
data. The Customer is responsible for removing, controlling and re-
placing or reloading funds contained in the Machines. IBM will service
Machines containing funds only when the cash container cannot be
opened prior to repair by IBM, in which case the Customer will remove
the funds as soon as the container has been opened,
PERIODS OF MAINTENANCE SERVICE
The Base Period of Maintenance Service is from 7 a.m. to 6 p.m"
Monday through Friday, unless otherwise designated by IBM in the
Supplement. The Customer may select Optional Periods of Mainte-
nance Service shown in the Supplement. The Optional Period for Mon-
day through Friday must include the Base Period of Maintenance Ser-
vice and must be the same consecutive hours each day. The Optional
Period on Saturday or Sunday must be the same consecutive hours
on all Saturdays or Sundays. The Customer may select or change Op-
tional Periods of Maintenance Service upon 15 days' written notice to
IBM.
ENGINEERING CHANGES
Engineering changes, determined applicable by IBM, will be con-
trolled and installed bY IBM. The Customer may, by providing notice
subject to written confirmation by IBM, elect to have only mandatory
changes, as determined by IBM, installed on Machines so designated.
CHARGES
The Customer agrees to pay maintenance charges, commencing on
the Effective Date, consisting of 1) a Minimum Maintenance Charge.
and 2) Additional Maintenance Charges, if applicable. Additional
Maintenance Charges will be for a) Optional Periods of Maintenance
MeJfed9~e_ CU::~mF' based on the Machine Group and
Accepted by: r-t
International Business Machines Corporation
By ---------..--------n____________________._________.________m_______.________..________.._______________________________
Authorized Signature
,,,, 1-(1<
determined by multiplying the Minimum Maintenance Charge for the
Machine by the applicable Percentages for the Optional Periods of
Maintenance Service shown in the Supplement, and/or b) the amount
of processing pe.rformed by Usage Plan Machines. as measured by an
IBM meter, multiplied by the Additional Maintenance Charge Rate(s)
shown in the Supplement.
The Customer agrees to promptly submit to IBM the meter reading
for each Usage Plan Machine as of the close of the last work day of
the period to which the Minimum Maintenance Charge applies. The
Customer agrees not to interfere with the proper operation of the
meter.
There will be no additional charge for travel expense associated with
maintenance service provided during the Periods of Maintenance Ser-
vice, except that actual travel expense will be charged when the site
at which the machine is located is 1) within the contiguous States and
is normally inaccessible by both private automobile and scheduled
public transportation, or 2) outside the contiguous States and is nor-
mally inaccessible by private automobile.
The Customer agrees to pay for maintenance service, including tra-
vel and waiting time. provided by IBM outside the Periods of Mainte-
nance Service at IBM'S then applicable hourly service rates and mini-
mum charges, and travel expense; however, there will be no additional
charge for maintenance parts.
Changes in a Machine's specifications may result in adjustments to
the maintenance charges.
Minimum and Additional Maintenance Charges are subject to
change by IBM upon three months' written notice to the Customer and
will become effective on the date specified in the notice unless the Cus-
tomer withdraws the affected Machine from this Agreement as pro-
vided in the Section entitled "WithdrawallTermination," except that
Charges invoiced quarterly or annually are subject to change by IBM
upon commencement of service and on the first day of each quarterly
or annual invoice period, upon three months' written notice to the Cus-
tomer. IBM's hourly service rates and minimum charges are subject
to change by IBM without notice.
THE ADDITIONAL TERMS AND CONDITIONS ON THE REVERSE
SIDE ARE PART OFTHIS AGREEMENT. THE CUSTOMER ACKNOWL-
EDGES THAT THE CUSTOMER HAS READ THIS AGREEMENT, UN-
DERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND
CONDITIONS. FURTHER, THE CUSTOMER AGREES THAT THIS
AGREEMENT, AND SUPPLEMENTS REFERENCING THIS AGREE-
MENT, 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 RELAT-
ING TO THE SUBJECT MATTER OF THIS AGREEMENT.
~ G cat.
-r#.___ ----_-________n_______________________L_________~__________:\. t---..--------:.-----..-------.-.------.
· .ustomer L ~ -~~_
rK ~ .t.~~ ........4J"....~ 't...-- "--
By --- ------------------_..___________________.._m____________________________________________--..-----~4_____
Authorized Signature
I'),(_~J
., III,,", .......;.\rl~......., .i.....~~.lj:::f \...........,l _,...... ........":;1 ..d...., ........~_..._-'........" ........
Sectiol'l, if available, will be provided b" '0" "nder this Agreement at
IBM'S then app!icable hourly service ratl nimum charges, parts
and material prices and travel expense, unless such services are pro-
videdunder another written agreement signed by the Customer and
IBM. The following services are not considered maintenance service as
described in the Section entitled "Maintenance Service":
1) Repair of Machine damage, replacement of maintenance parts
or increase in service time caused by-
a) failure to continually provide a suitable environment pre-
scribed by IBM including adequate space, electrical power,
air conditioning and humidity control;
b) neglect; misuse, including use of the Machines for purposes
other than for which designed;
c) accident; disaster, including water, wind an~ lightnin.g; trans-
portation; vandalism or burglary of Machines designed to
contain funds;
d) alterations, including any deviation from IBM'S Machine de-
sign;
e) attachments, including any interconnection to the Machine of
non-IBM equipment and devices not supplied by IBM; ,
f) IBM Machines, except those IBM Machines which .are owned
by IBM, under warranty from IBM, or under an IBM maintenance
agreement; and .
g) conversion from one IBM model to another or the installation
or removal of an IBM feature whenever any of these activities
was performed by other than IBM except that this subsection
(g) will apply only during the first three months of service
under this Agreement subsequent to the date of such
Machine modification;
2) Repair of Machine damage, replacement of maintenance parts
(due to other than normal wear) or repetitive service ,calls
caused by the use of supplies;
3) Service for accessories;
4) Inspection of altered Machines;
5) Replacement or addition of parts and increase in service time
associated with the installation by IBM of an engineering change
when such parts and service are required due to the conversion
from one IBM model to another or the installation or removal of
an IBM feature whenever any of these activities was performed
by other than IBM;
6) Rearrangement or relocation of Machines and provision of nec-
essary materials;
7) Replacement of a part not furnished for the Machine by IBM (ex-
cept when such part is in an alteration) with a directly inter-
changeable IBM maintenance part, and any increase in service
time associated with such activity; and
8) Repair of a Machine caused by non-IBM representatives per-
. forming maintenance or repair of such Machine,
EXCLUSIONS
Services provided by IBM under this Agreement do not include 1) fur-
nishing supplies, painting or refinishing the Machines or furnishing ma-
terial therefor, 2) electrical work external to the Machines or installa-
tion, maintenance or removal of alterations, attachments or other de-
vices not furnished by IBM and 3) such service which is impracticalfor
IBM to render because of alterations in, or attachments to, the
~ Machines.
TAXES, _
. \ In addition to the charges due under this Agreement, the Customer
agrees to pay amounts equal to any taxes resulting from this Agree-
ment, or any activities hereunder, except for taxes based upon IBM'S
net income.
INVOICING
The Minimum Maintenance Charge and the Additional Maintenance
Charge for Optional Periods will be invoiced in advance, monthly,
quarterly or annually as shown in the Supplement. Monthly charges
will be invoiced as of the first of each month and will be prorated on
the basis of a 30-day month, The Additional Maintenance Charge for
usage will be invoiced following the period in which it is incurred. All
other charges will be invoiced when or after they are incurred.
\'.'
of invoice. The' Custome~ ~ill receive a partial c'rt3dit~f ~alntenance'
charges invoiced upon the withdrawal of , - . or termination of
this Agreement prior to the expiration of the , . which the invoice
applies.
WITHDRAW AL/TERMINA TION
The Customer may withdraw a Machine from this Agreement upon
one month's written notice to IBM a) after the Machine has been under
this Agreement for at least six months, b) after the Machine has been
under this Agreement for at least one month, provided it has been re-
moved from the Customer's location or c) on the effective date of an
increase in the Minimum Maintenance Charge or Additional Mainte-
nance Charges_
IBM may withdraw a Machine from this Agreement upon three
months' written notice to the Customer one year or more after mainte-
nance service for each such Machine has commenced, but not prior
to the end of the period for which IBM has submitted an invoice to the
Customer for service under this Agreement for such Machines.
IBM may withdraw a Machine from this Agreement upon one
month's written notice to the Customer following any repetition of the
need for additional repair of such Machine caused by non-IBM mainte-
nance activity, as described in item (8) of the Section entitled "Services
for Additional Charge."
Either party may withdraw Machines or terminate this Agreement at
any time by written notice for failure of the other to comply with any of
its terms and conditions.
This Agreement may be terminated by either party, upon one
month's written notice, following withdrawal of all Machines and fulfill-
ment of all obligations hereunder_
DISCLAIMER AND LIMITATION OF LIABILITY
IBM will in no event be liable for lost profits, lost savings or other con-
sequential damages even if IBM has been advised of the possibility of
such damages, or for any claim against the Customer by any other
party.
IBM is relieved of responsibility for all loss of funds contained in, dis-
pensed by or associated with any Machine.
IBM's liability to the Customer for damages, from any cause what-
soever, and regardless of the form of action,whether in contract or in
tort including negligence, shall be limited to actual damages up to the
greater of $50,000 or 12 months' maintenance charges for the specific
Machines under this Agreement that caused the damages or that are
the subject matter of or are directly related to the cause of action. Such -
charges will be those in effect for the specific Machines when the
cause of action arose.
The foregoing limitation of liability will not apply to claims for per-
sonal injury or damage to real property or tangible personal property
caused by IBM'S negligence.
GENERAL
Service provided under this Agreement does not assure uninter-
rupted operation of the Machines and IBM is not responsible for failure
to render service due to causes beyond its control.
This Agreement is not assignable without the prior written consent
of IBM_ Any attempt to assign any of the rights, duties or obligations of
this Agreement without such consent is void.
IBM may, upon 12 months' written notice to the Customer, modify
the terms and conditions of this Agreement, except that IBM may, upon
three months' written notice to the Customer, modify the terms and
conditions of the Sections entitled "Periods of Maintenance Service,"
"Charges" and "Services for Additional Charge." Otherwise, this
Agreement can only be modified by a written agreement duly signed
by persons authorized to sign agreements on behalf of the Customer
and IBM. Variance from the terms and conditions of this Agreement in
any Customer order or other written notification will be of no effect.
The Customer represents that the Customer is either the owner of
the Machines under this Agreement, or authorized by the owner to in-
clude such Machines under this Agreement.
No action, regardless of its form, arising out of this Agreement, may
be brought by either party more than two years after the cause of action
has arisen, or, in the case of an action for nonpayment, more than two
years from the date the last payment was due,
This Agreement will be governed by the laws of the State of New
York.
2
International Business Machines Corporation Supplement to IBM Maintenance Agreement
Armonk, New York 10504
Admin, Branch Office No.: Service Branch Office No.: Customer No.: 5'99 ~ 7 <f / Reference Agreement No.: .s;fJ , f' ? A(
Name and Address of Customer:
I
~ e, d,
-:l/O 9~-t!-
9r1d7 ??~. :t~
-:J-:?oYQ
User Name and Address:
"I
-1
TERMS AND CONDITIONS OF REFERENCED IBM MAINTENANCE AGREEMENT APPLY TO THE FOLLOWING:
L
Type
I------Machine------' Model/ of
Type Serial Group Feature Service (a)
1------- Periods of Maintenance Service-------I
Effective Mon.-Fri. Saturday Sunday
Date (Number of Hours/Commencing)
Additional
Maintenance
Charge (b)
S dol i - .:2.{,.~ it' 3
6,'3" 0... 9006/
(.3{,0
iii l? JL)
~'5"~D
~ S' fCJ
7 g(.o
7997
I
J).....'~i
Minimum
Maintenance
Charge (b)
)(
p~
D~
j
: I
.~ ~-iJ '
fClf- 9' ~.~
!
3.40
I
11
'1
, s: ctJ d ox:'
~
;/.../ en>
2. I crll
ctS-3g",2
I
Y'
;:;.5. <T~
'J ~CJ
"
(a) Type of Service: 1) Customer On-Site Maintenance Service for non-Usage Plan Machine; 2) Customer On-Site Maintenance Service for Usage
Plan Machine; 3) Customer On-Site Replacement Service; 4) IBM Service Center Maintenance Service; and 5) IBM Service Center Replacement
Service.
(b) CharQes shown are monthlv unless a (Q) or (A) is shown indicating a quarterly or annual charge; except that for Usage Plan Machines, the
column entitled "Addltlonal Maintenance Charge" shows the Additional Maintenance Charge Rates.
Optional Periods of Maintenance Service
g 7(( 5' J., I t1 )<
. q .3(,gj { ~ ~
~."1~P-r ~
f1~.~ )(
Saturday Sunday Monday-Sunday
(Until? a_m. Sunday) (Until? a.m. Monday)
Monday-Friday
(Until? a_m. Saturday)
MACHINE
GROUP
A
,Page
-Hours- -Hours- -Hours-
18 24 11 18 24 11 18 24
-Hours-
24
13%
39%
of
International Business Machines Corporation
By ___________...______..__..._________.___.._________________________......_________________._......______
Manager's Signature Date