098-IBM Maintenance Agreement for Copier II
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I'ISCAL YLAH. PlJ\li
Copier Annual Plan
International Business Machines Corporation (IBM) by its acceptance of this Agreement, agrees to furnish to the customer, in accordance with the terms and
conditions herein specified, the use of equipment and features (hereinafter called equipment or unit(s) of equipment) listed below and maintenance service
for the equipment.
'i'H.L ATTACHED FISCAL YEAR TE.IDi SUPERSEDIHG AHEriDHEl'rr APPLIES.
Description Per Unit
Complete the description Monthly Usage
(A) in Machine Type and Device (B) (C) Maximum (D)
Oty. Model Code sequence. MonthlyCopie Copies Charge-Cost Monthly Maintenance
(provide serial number, and meter reading ,...,Availability included in Per Copy In Charge Service Zone
if installed) L;harge(MCAC the MCAC Excess of (C)* Charge
I I
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.. . " - , -' ;;1 ,~ I .. '
r
I I
I I
I I
I I
I I
I I
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I I
Total Monthly Copier Availability Charge (excluding applicable taxes and Copier~ l *Total Usage Charge based on number of copies
Usaae Charnei Multinlv tAl bv the sum of (8) + tDI then add all rne~ made as recorded on the meter.
Trade-In Equipment
./
'-.....-
Trade-In
Oty. Description Net
Allowance
State and Local Government and LJucation Copier I
iWTE: I
Annual l' an F~scal Year Term oupersed~ng I
^ ....... , I
. . I
Last day of customer's fiscal year I
i Ion tn Day Year I
I
Total Allowance ~ I
I
Escrow Payment
Three Months Total Monthly Copier Availability Charges (including applicable taxes) ~
THE TERMS AND CONDITIONS ON THE REVERSE SIDE ARE PART OF THIS AGREEMENT
In addition to the terms and conditions specified on the reverse side of this Agreement, the customer agrees:
1. That an authorized representative of the customer will sign, date and submit to IBM the 'IBM Copier Usage Card on the last workday of each month
while this agreement is in effect_ --
2. To make available a Key Operator for training purposes and to notify IBM of any change in Key Operator assignment.
3. To provide an appropriate grounded electrical outlet for the exclusive use of each unit of equipment.
Customer Name
International Business Machines Corporation
Address
City and State I Zip Code
Please Type or Print all information except signature
Branch Office Address Br. Off. No. Mark for (Attention Of)
233 E. Robinson St. 07E
City and State Zip Code By (Custome(S'S19n~ure) I Date i I
Orlando, FL 32802 F /11 I i
. , f, ,
, I j/
LV (IBM Representative's Signature) Date Signed 8y-NaryAe / " t Signlld By, Title
, ' Ii'
/ ) ! !
~
2140-':1189-0
U/M 02>
This is not an invoice. Please do not pay until invoiced_
CUSTO;fJER
TERMS AND CONDITIONS
ACCEPTANCE
Acceptance of this Agreement by IBM is contingent upon (1) a satisfactory credit
report on the Customer, and (2) with regard to the dollar amounts stated herein, the
absence of any mathematical error or deviation from IBM's standard prices. Unless
advised to the contrary within 15 days after the signing of this Agreement. the
Customer may consider this Agreement to have been accepted by IBM as written,
CONTRACT PERIOD
Each unit of equipment will be initially installed for a contract period of 12 months.
For equipment not yet installed, the contract period will commence the first day
following the date the equipment is installed by IBM. The commencement date of
the contract period for equipment already installed will be the day following the date
the Customer signed this Agreement provided this Agreement has been accepted by
IBM.
CONTRACT PERIOD EXTENSION
A contract period may be extended any number of times for periods of one year and
once for a period of less than one year at the then existing Copier Annual Plan price.
;r~: o"t3:~g,'~~~~r~e~~~ ~~ ;::n~~;~r~~;:o~ :~~e~:io~~~df;t:}le~f.lloWing the last
IBM will provide the Customer with written notice at least two months prior to the
last day of the contract period~ or anyone year extensions thereof. The contract
period will be extended for one year and annually extended thereafter, unless the
Customer notifies IBM in writing at least one month in advance of the last day of the
contract period or any extension thereof, to extend for a period of less than one year
or not to extend the contract period. One year contract period extensions following
8.n extension of less than one year will be granted upon written authorization from
the customer received by IBM at least one month in advance of the last day of the
extension then in effect; otherwise a contract period extension will expire.
If the contract period or contract period extension terminates the price will auto-
matically be increased to the then existing monthly rental price unless the equipment
is discontinued at that time.
COPIER CHARGES
Copier charges for each unit of equipment will commence on the first day of its
contract period. Payment will be made in full within 30 days after date of invoice.
The customer agrees to pay both a Monthly Copier Availability Charge and a
Monthly Usage Charge based upon the number of copies made, as recorded on the
meter. The Monthly Usage Charge will be invoiced in arrears.
All Monthly Copier Availability Charges will be billed monthly in advance.
When equipment is installed for part of a calendar month, the Monthly Copier
~r';,a::.t~~~~ tf:edh~sn~~lr 3~~~ ;'~';;t'f:: if applicable, for the partial month will be
IBM may change any monthly charge or purchase option percent by providing the
customer with at least three months' prior notice. Such change will not apply to
those contract or contract period extensions whose commencement date preceded
the date of the notice. For contract periods or extensions thereof that commence on
~~t~~t~rp~~~e~t~i1~fa~~r~c~n 'fh~n~i;:gtiv~ d~~e ~g~(ml~dC~~t"e O;01ic~r:'ase in purchase
There will be added to the Total Monthly Copier Availability Charge and Monthly
Usage Charge amounts equal to any taxes, however designated, levied or based on
such charges or on this Agreement or the equipment or its use, including state or
local privilege or excise taxes based on gross revenue. any taxes or amounts in lieu
thereof. paid or payable by IBM in respect of the foregoing exclusive, however, of
personal property taxes assessed on the equipment and taxes hased on net income.
ESCROW PAYMENT
In the event IBM requires the Customer to make a three-month advance payment,
such payment will be held in escrow. Such payment will not bear interest and will be
applied only: (1) to the Customer's final payment periods, (21 as a credit toward the
purchase option price, or (3) in the case of a termmation/de ault by the Customer,
toward any unpaid amounts then due IBM.
TERMINATION OF CONTRACT PERIODS BY CUSTOMER
The Customer may terminate a contract period or contract period extension effective
~~~e'::i O~~h~raop~~~~tl~~~nnW~~i~ri:~~gen~:~cf"o~h~:::i;.o days in advance and
Any Customer order which requires the removal of equipment from the Customer for
re~um to IBM for any. re~on. shall be considered, Htermination" for the purposes of
this Agreement. TermmatJon charges are not applicable when the Customer exercises
the option to purchase.
If the Customer does not pay any charge due hereunder, the Customer. upon de-
mand, shall immediately return the equipment to IBM, pay all outstanding charges.
~~n'ift;'i~';'f.:W:~og~harges, pay during the 12 month contract period as follows:
This Plan at Termination Date Termination Charges
Within 6 Months 3 times the Monthly Copier
7 through 12 ~~~~~t;: ~~~t~y Copier
Availability Charge or, the
Monthly Copier Availability
Charge for the remainder of
the contract period, whichever
is less.
Termination charges any time during a one-year contract extension or less than
one-year extension will be two times the Monthly Copier Availability Charge, or the
~~~~~~er1~r~~. Availability Charge for the remainder of the eontract extension.
If the Customer defaults as to any obligation to return equipment or fails to pay any
amounts due thereunder. IBM, in addition to other remedies, may repossess the
equipment without notice; and the Customer agrees to pay all costs and expenses of
collection and/or repossession. Including reasonable attorney's fee permitted hy law.
RISK OF LOSS
During the period the equipment is in transit or in the possession of the Customer.
IBM and its insurers. if any, relieve the Customer of responsibility for all risk of loss
or damage to any unit of equipment except for the responsibility for loss or damage
caused by nuclear reaction. nuclear radiation or radioactive contamination.
TRADE-IN
The customer shall receive a credit of an amount equal to the total allowance for
trade-in equipment set forth on the face of this Agreement promptly after said
equipment comes into IBM's possession. IBM may reduce the trade-in allowance set
forth on the face of this Agreement if any of said equipment. when received. is not in
substantially the same condition as when inspected.
SUPPLIES
All supplies used to operate the equipment are to meet IBM specifications.
TRANSPORTATION EXPENSE
ALL TRANSPORTATION... RIGGING AND DRAY AGE CHARGES FOR TRANS.
PORTING THE EQUIPMr;NT BOTH FROM AND TO IBM'S PLANTS WILL BE
...
PAID BY THE CUSTOMER, INCLUDING THOSE NECESSITATED BY EQUIP.
MENT MODIFICATION ORDERED BY THE CUSTOMER. Necessary packing case.
~~~\~he~\~l~ I~~th~ii~~f~h~g~~~:eg~:r:::at~b;:of~~~~~~g t~J'':,';,kc~~i~~lIt~:
equipment is a Customer expense. except when it is performed at an IBM Plant or
reconditioning location.
ALTERATIONS AND ATTACHMENTS
Upon prior written notice to IBM, alterations in or attachments to the equipment
may be made. If, in IBM's opinion, an alteration or attachment interferes with the
normal and satisfactory operation or maintenance of any unit of equipment in a way
that creates a safety hazard or substantially increases the cost of maintaining it, the
Customer, upon notice to that effect from IBM, will promptly remove the alteration
or attachment and restore the unit to its normal condition.
MAINTENANCE SERVICE
IBM agrees to provide maintenance service while equipment is on this Plan. Such
service will include equipment adjustment and repa.J.IS. cleaning and planned parts
replacement.
For this purpose IBM will have a full and free access to the equipment during IBM's
normal business hours. Travel and labor time plus travel expenses will be charged at
113M's established hourly and mileage rates for service rendered at the Customer's
request after 113M's normal business hours and on Saturdays, Sundays and holidays.
The customer will be charged at 18M's established rates and prices for maintenance
service and parts required by other than normal use or necessitated by malfunction of
n.l.)n.IBM parts, attachments. or devices.
IBM will not furnish maintenance service for equipment located outside the United
States, Puerto Rico or the Canal Zone. IBM will not be responsible for failure to
render maintenance service due to strikes. fire. flood and causes beyond its control.
When the distance from the point of installation to IBM's nearest Branch Office or
resident location 15 greater than 15 miles, the Customer agrees to pay IBM's then
current maintenance service zone charges.
PURCHASE OPTION
The Customer may elect to purchase equipment any time after installation under the
terms of an Equipment Purchase Agreement. Upon written request from the Cus...
~~retur~~~se W~~t?o':,ot;ri~ene~&~~ht~~ o:.;;gt:ar.,ri~,:;~~r O~~h~~tff~~t~~~a:.'I:n~f ;~~
purchase less purchase option credits. The purchase option credit percentage for
credits accrued under this contract is 40%.
The purchase option credits will be equal to the purchase option percent multiplied
by the eligible monthly charges paid to IBM by the Customer for the equipment
being purchased. Eligible monthly charges (exclusive of zone charges and taxes) shall
include: 1. eligible monthly charges (first 12 months>. under the Equipment Rental
Agreement up to a maximum of 12 months; 2. eligIble monthly charges first paid
under the Extended Term Lease Plan and the Copier Annual Plan provided that
eligible Extended Term Lease Plan and Copier Annual Plan monthly charges when
added to previous Equipment Rental eligible charges cannot exceed 24 monthly
charges.
If the Customer discontinues any unit of equipment under the Annual Plan. the
purchase option accruals for that unit shall expire. Option credits are not transferable
from one machine to another.
WARRANTY IREMEDY
IBM warrants that the above equipment, when Installed. will be in normal operating
order and IBM will make all necessary equipment adjustments, repairs and parts
~~~~d"el:.n~tsiswi~~~~:i1~W~~a1u~fta:je S\~t~,:,~t,,~~~h'k~~~~~~g~ ~~.J ~gg~~i'A'il
equipment is supplied subject to these warranties.
In the event of IBM's breach of any warranty, the Customer's exclusive remedy will
be that IBM will make any equipment adjustments, repairs, or parts ref.lacements to
~;;r:;::t.r.~iWt N'Oh'i'\r~N<!ft\ih'r!reM\,a~l~eE eX~l}mo~tr8~ T~~M'b'k oLTA'ifllW:
FOR DAMAGE~ INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAM-
AGES. ARISINlJ OUT OF OR IN CONNECTION WITH THE USE. OR PER-
FORMANCE OF EQUIPMENT. NO OTHER WARRANTIES, EXPRESSED OR IM-
PLIED INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE, WILL APPLY TO EQUIPMENT.
PATENT INDEMNITY
IBM will defend at its own expense, any action hrought against the Customer. to the
extent that it is based on a claim that the equipment supplied by IBM infringes a
United States patent, and IBM will pay those costs and damages finally awarded
:~~hnsJei~~s~u~~m;~;::'~rs ~eh Ca;~~i~i~~jdho';;~~;tro~r~~/~~~~~ t)rh~cr Bl,lai~ihbi::
r~Ilifi~'Lfr~~~t%l~ ~*~;I h~f ~hiuJ~~~~~ o~f~~ no;~~ro~f ~':.c~:;~i:n:,I~~ (~Jh~
negotiations for its settlement or compromise; and (r) should the equipment become.
or in IBM's opinion be likely to become. the subject of a claim on infringement co.r VI
United States patent, the Customer will permit IBM, at its option and expense"
to procure for the Customer the right to continue Using the equipment, to repli
modify the same so that it becomes non-infringing. or to accept its return. '
IBM will have no liability to the Customer under any provision of this claus<i
respect to any claim of patent infringement which is based upon the combinatj
equipment furnished hereunder with apparatus or devices not furnished by IBII
shall IBM have any liability for the use of supplies not furnished by IBM i.
equipment unless such s"pplies are a substitute for supplies then available fronj
and any differences there he tween are irrelevant to the alle~ed infringemeni
foregoing states the entire liability of IBM with respect to infnngement of pate
the equipment or any parts thereof.
GENERAL
This Agreement is effective from the date it is accepted hy IBM and shall rei
force until all equipment installed hereunder has been discontinued. i
The terms and conditions of this Agreement supersede those of all previous
ments between IBM and the Customer with respect to the use of equipment
under.
This Agreement is not assignable; none of the equipment may be suhlet. assigne
transferred by the Customer without the prior written approval of IBM. Any atte,
to SUblett ass~n or transfer any of the rights, duties, or obligations of this Agreem
~i~h~~i thhee adrt~~o::}e[B~ees not to remove equipment from its installed posit!
All equipment remains IBM's property. This Agreement will be governed by the Ia..
of the State of New York and constitutes the entire agreement between the Custom"
and IBM with respect to the use of equipment.
The foregoing terms and conditions will prevail notwithstanding any variance wlt.lr
the terms and conditions of any order submitted hy the Customer in respect t,
equipment hereunder or this Agreement.
This Agreement may be terminated concurrent with or following expiration ot:
contracts or contract extensions by IBM upon three months prior written n<'ibii
Any unit of equipment may be removed by IBM at any time after termination r
A&reement.
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Copier Annual Plan
International Business Machines Corporation (IBM) by its acceptance of this Agreement, agrees to furnish to the customer, in accordance with the terms and
.,,;eonditions herein specified, the use of equipment and features (hereinafter called equipment or unit(s) of equipment) listed below and maintenance service
for the equipment.
THE ATTACHED FISCAL YEAR TERM SUPERSEDING AMENDMENT APPLIES.
Model
Description
Complete the description
in Machine Type and Device
Code sequence.
(provide serial number, and meter reading
if installed)
Per Unit
(A)
Oty.
(C)
Copies
included in
the MCAC
Monthly Usage
Charge-Cost
Per Copy In
Excess of (C)*
Maximum
Monthly
Charge
(D)
Maintenance
Service Zone
Charge
L.. -
""'-,
I
75'00
/02/)
I
I
'::7.
,- / I I
*Total Usage Charge based on number of copies
made as recorded on the meter.
Trade-In Equipment
Trade-In
Oty. Description Net
Allowance
NOTE: State and Local Government and Education Copier Annual I
Plan - I
Fiscal Year Term Superseding Amendment attached. I
I
Last day of customer's fiscal I
year. I
,..--., ;-7, Year /7/;.- I
Month'-."-:>&--t-T Day ...::::'..'t_ I
Total Allowance ~ I
I
Escrow Payment
Three Months Total Monthly Copier Availability Charges (including applicable taxes) ~
THE TERMS AND CONDITIONS ON THE REVERSE SIDE ARE PART OF THIS AGREEMENT
In addition to the terms and conditions specified on the reverse side of this Agreement, the customer agrees:
1. That an authorized representative of the customer will sign, date and submit to IBM the 'IBM Copier Usage Card on the last workday of each month
while this agreement is in effect. . --
2. To make available a Key Operator for training purposes and to notify IBM of any change in Key Operator assignment.
3. To provide an appropriate grounded electrical outlet for the exclusive use of each unit of equipment.
-t-"4.-
Custom~ Name
(//7
Address
~ 00 A/
City and State
-=:--.
-.....-)H/JI0120
MY'< f~r (~ttention Of)
/ ///
W (Cus~mer's Signatur!lt ./, /~,
( /". ~//.'/ / /~/ I -:. ,,.~~ -:::;(; ') / "r~ /;~ r'
,I
International Business Machines Corporation
Please Type or ~all information except signature
Branch Office Address Br. Off. No.
;'c ;: j 3 f.. kb8 u,J,SD;J D 7 E.
r-~
) Date
-j--.f,
/, /,1/ '
Z140-0189-0
U/M 025
This is not an invoice. Please do not pay until invoiced.
,..., !r"""Tr\.r..r,!:n
TERMS AND CONDITIONS
ACCEPTANCE
Acceptance of this Agreement by IBM is contingent upon (1) a satisfactory credit
report on the Customer, and (2) with regard to the dollar amounts stated herein, the
absence of any mathematical error or deviation from IBM's standard prices. Unless
advised to the contrary within 15 days after the signing of this Agreement, the
Customer may consider this Agreement to have been accepted by IBM as written.
CONTRACT PERIOD
Each unit of equipment will be initially installed for a contract period of 12 months.
For equipment not yet installed, the contract period will commence the first day
following the date the equipment is installed by IBM, The commencement date of
the contract period for equipment already installed will be the day following tbe date
the Customer signed this Agreement provided this Agreement has been accepted by
IBM.
CONTRACT PERIOD EXTENSION
A contract period may be extended any number of times for periods of one year and
once for a period of less than one year at the then existing Copier Annual Plan price.
d~ c:'?~~~g~~:::~r~e~~~ ~~ ;:;n~::~r~ilo~ ~~e~~fo~n;:.,':tdt~t:~fe:~,llOwing the last,
IBM will provide the Customer with written notice at least two months prior to the
last day of the contract f.eriod, or anyone year extensions thereof. The contract
8~?0~:rilln~t~f~~ti~:1n ~~f;~: ;tt:as'f~n:nn':~~~ i~x:~~~ge t~fe~~~ff::i ~~e~~ ~g:
contract period or any extension tbereof, to extend for a period of less than one year
or not to extend the contract period. One year contract period extensions following
an extension of less than one year will be granted upon written authorization from
the customer received by IBM at least one month in advance of the last day of the
extension then in effect; otherwise a contract period extension will expire.
If the contract period or contract period extension terminates the price will auto...
matically be increased to the then existing monthly rental price unless the equipment
is discontinued at that time,
COPIER CHARGES
Copier charges for each unit of equipment will commence on the first day of its
contract period. Payment will be made in full within 30 dayS after date of invoice.
The customer agrees to pay both a Monthly Copier ,Availability Charge and a
Monthly Usage Charge based upon the number of copies made, as recorded on the
meter. The Monthly Usage Charge will be invoiced in arrears.
All Monthly Copier Availability Charges will be billed monthly in advance.
When equipment is installed for part of a calendar month, tbe Monthly Copier
~r6'fai~t~i. t{;edb~n~~l: 3~:~ :;'~a;t'i':: if applicable, for the partial month will be
IBM may change any monthly charge or purchase option percent by providing the
customer with at least three months' prior notice. Such change will not apply to
those contract or contract period extensions whose commencement date preceded
the date of the notice. For contract periods or extensions thereof that commence on
~~t~~~rp~~~e~tt;~fa~~f~c~;. "n,~~ff:~~v~ ~~~e ~~~:m~dcl'n~~ C::o~fc~~ase in purchase
There will be added to the Total Monthly Copier Availability Charge and Monthly
Usage Charge amounts equal to any taxes, however designated, levied or based on
such charges or on this Agreement or the equipment or its use, including state or
local privilege or excise taxes based on gross revenue, any taxes or amounts in lieu
thereof, paid or payable by IBM in respect of the foregoing exclusive, however, of
personal property taxes assessed on the equipment and taxes based on net income.
ESCROW PAYMENT
In the event IBM requires the Customer to make a three-month advance payment,
such payment will be held in escrow. Such payment will not bear interest and will be
applied only: (1) to the Customer's final payment !",riods, (21 as a credit toward the
purchase option price, or (3) in the case of a termmation/de ault by the Customer,
toward any unpaid amounts then due IBM.
TERMINATION OF CONTRACT PERIODS BY CUSTOMER
The Customer may terminate a contract period or contract period extension effective
any date by providing IBM with written notice at 'least 30 days in advance and
payment of the applicable termination charge set forth herein,
Any Customer order which requires the removal of equipment from the Customer for
return to IBM for any reason, shall be considered Utermination" for the purposes of
this Agreement. Termination charges are not applicable when the Customer exercises
the option to purchase.
If the Customer does not pay any charge due hereunder, the Customer, upon de-
mand. shall immediately return the equipment to IBM, pay all outstanding charges,
~~nil'.:~~~ti:W:~o&~ges, pay during the 12 month contract period as follows:
This Plan at Termination Date Termination Charges
Within 6 Months 3 times the Monthly Copier
Availability Charge
7 through 12 2 times the Monthly Copier
Availability Charge or, the
~~~~l~o~~~e~.;~~~':i~~i~~
the contract period, whichever
is less.
Termination charges any time during a one-year contract extension or less than
one-year extension will be two times the Monthly Copier Availability Charge, or the
~hi~~':~erC~f~::. Availability Charge for the remainder of the contract extension,
If the Customer defaults as to any obligation to return equipment or fails to pay any
amounts due thereunder, IBM, in addition to other remedies. may repossess the
equipment without notice; and the Customer agrees to pay all costs and expenses of
collection and/or repossession, Including reasonable attorney's fee permitted by law.
RISK OF LOSS
During the period the equipment is in transit or in the possession of the Customer,
I BM and its insurers. if any. relieve the Customer of responsibility for all risk of loss
or damage to any unit of equipment except for the responsibility for loss or damage
caused by nuclear reaction, nuclear radiation or radioactive contamination.
TRADE-IN
The customer shall receive a credit of an amount equal to the total allowance for
trade-in equipment set forth on the face of this Agreement promptly, after said
equipment comes into IBM's possession. IBM may reduce the trade-in allowance set
forth on the face of this Agreement if any of said equipment, when received. is not in
substantially the same condition as when inspected.
SUPPLIES
All supplies used to operate the equipment are to meet IBM specifications.
TRANSPORTATION EXPENSE
~5kTTlMN.f~~Rl~l?:E:iGBGJi:W tfJ>MD::J 'igEI~~~R~tE1N~~RwT~t~~-
PAID BY THE CUSTOMER, INCLUDING THOSE NECESSITATED BY EQUIP-
MENT MODIFICATION ORDERED BY THE CUSTOMER. Necessary packing cases
for the return of the equipment and a representative to supervise the packing will be
furnished by IBM without charge, The cost of labor for crating and uncrating the
equipment is a Customer e.xpense, except when it is performed at an IBM Plant or
reconditioning location.
ALTERATIONS AND ATTACHMENTS
Upon prior written notice to IBM, alterations in or attachments to the equipment
may be made. If, in IBM's opinion, an alteration or attachment interferes with the
normal and satisfactory operation or maintenance of any unit of equipment in a way
that creates a safety hazard or substantially increases the cost of maintaining it. the
Customer, upon notice to that effect from IBM, will promptly remove the alteration
or attachment and restore the unit to its normal condition.
MAINTENANCE SERVICE
IBM agrees to provide maintenance service while equipment is on this Plan_ Such
service will include equipment adjustment and repaus, cleaning and ptanned parts
replacement.
For this purpose IBM will have a full and free access to the equipment during IBM's
normal business hours. Travel and labor time plus travel expenses will be charged at
IBM's established hourly and mileage rates for service rendered at the Customer's
request after IBM's normal business hours and on Saturdays, Sundays and holidays.
The customer will be charged at IllM's established rates and prices for maintenance
service and parts required by other than normal use or necessitated by malfunction of
non-IBM parts, attachments, or devices.
IBM will not furnish maintenance service for equipment located outside the United
States, Puerto Rico or the Canal Zone. IBM will not be responsible for failure to
render maintenance service due to strikes, fire, flood and causes beyond its controL
When the distance from the point of installation to IBM's nearest Branch Office or
resident location is greater than 15 miles, the Customer agrees to pay IBM's then
current maintenance service zone charges.
PURCHASE OPTION
The Customer may elect to purchase equipment any time after installation under the
terms of an Equipment Purchase Agreement. Upon written request from the Cus-
tomer, IBM will quote a net purchase option price for any unit of equipment. The
net purchase option price will be the purchase price on the effective date of the
purchase less purchase option credits. The purchase option credit percentage for
credits accrued under this contract is 40%.
The purchase option credits will be equal to the purchase option percent multiplied
by the eligible monthly charges paid to IBM by the Customer for the equipment
being purchased. Eligible monthly charges (exclusive of zone charges and taxes) shall
include: 1. eligible monthly charges (first 12 months>. under the Equipment Rental
Agreement up to a maximum of 12 months; 2. eligIble monthly charges first paid
under the Extended Term Lease Plan and the Copier Annual Plan provided that
:~a~bJe t~X~~~':.~ T~~i~~~~t Plta;'nt':3de~~CI:r cl,~~~ ~~g:o~;~~~d C~fg::."o~~~~
charges.
If the Customer discontinues any unit of equipment under the Annual Plan, the
purchase option accruals for that unit shall expire. Option credits are not transferable
from one machine to another.
WARRANTY /REMEDY
IBM warrants that the above equipment, when Installed, will be in normal operating
order and IBM will make all necessary equipment adjustments, repairs and parts
replacements without additional charge to maintain the equipment in this conditionji
provided it is located in the United States. Puerto Rico or the Canal Zone. A
equipment is supplied subject to these warranties.
In the event of IBM's breach of any warranty, the Customer's exclusive remedy will
be that IBM will make any equipment adjustments, repairs, or parts rey,lacements to
~lrr:;:;tts~f~t Noh'in~N<!ft~cer"BM'aiIf'v"E exW~mo~t?8A" T~g~cOnR oLTAt.ali!li"i
FOR DAMAGE~ INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAM-
AGES, ARISINu OUT OF OR IN CONNECTION WITH THE USE OR PER-
FORMANCE OF EQUIPMENT. NO OTHER WARRANTIES, EXPRESSED OR IM-
PLIED INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE, WILL APPLY TO EQUIPMENT.
PATENT INDEMNITY
IBM will defend at its own expense, any action brought against the Customer, to the
extent that it is based on a claim that the equipment supplied by IBM infringes a
United States patent, and IBM will pay those costs and damages finally awarded
against the Customer m any such action which are attributable to any such claim but
such defense and payments are conditioned on the following: (1) that IBM will be
r~fi~trrg~~t%t~ ~~~~l b~f~~iuJ~Y~~ o~fanai. nO:~~fo~f ~':,c~~~~n:,l':.f;;' (;JJh~
negotiations for its settlement or compromise; and (~) should the equipment become,
or in IBM's opinion be likely to become, the subject of a claim on infringement of a
United States patent, the Customer will permit IBM, at its option and expense, either
to procure for the Customer the right to continue using the equipment, to replace or
modify the same so that it becomes non-infringing, or to accept its return,
IBM will have no liability to the Customer under any provision of this clause with
respect to any claim of patent infringement which is based upon the combination of
equipment furnished hereunder with apparatus or devices not furnished by IBM, nor
shall IBM have any liability for the use of supplies not furnished by IBM in such
~:fp.:::;n~i}felr"e~c~~crh~~P~e'i~':een a ~~bt::r.,t;,,:,~r ts~~~~e~~:~d ain"t~~~':,~~::t.1 Wl:e
foregoing states the entire liability of IBM with respect to infringement of patents by
the equipment or any parts thereof.
GENERAL
This Agreement is effective from the date it is accepted by IBM and shall remain in
force until all equipment installed hereunder has been discontinued.
The terms and conditions of this Agreement supersede those of all previous agree-
ments between IBM and the Customer with respect to the use of equipment here-
under.
This Agreement is not assignable; none of the equipment may be sublet, assigned or
transferred by the Customer without the prior written approval of IBM. Any attempt
to sublel.j. ass~ or transfer any of the rights, duties, or obligations of this Agreement
~i~~~~i. th':,e ad~~t;~tIBtf.ees not to remove equipment from its installed position
All equipment remains IBM's property. This Agreement will be governed by the laws
of the State of New York and constitutes the entire agreement between the Customer
and IBM with respect to the use of equipment.
The foregoing terms and conditions will prevail notwithstanding any variance with
the terms and conditions of any order submitted by the Customer in respect to
equipment hereunder or this Agreement.
This Agreement may be terminated concurrent with or folIowing expiration of all
contracts or contract extensions by IBM upon three months prior written notice.
Any unit of equipment may be removed by IBM at any time after termination of this
Agreement.
FISCAL YEAR TERM SUPERSEDING AMENDMENT
1. Clauses Superseded
The clauses of the standard terms and conditions to which this
amendment is attached, eliminated and superseded by this amend-
ment are the clauses entitled "Contract Period" , 'IIContract Period
Extension", and "Termination of Contract Periods by Customer" .
Instead the following clause is agreed to by IBM and the Customer.
2. Term of Contract and Payment
Each unit of equipment will be installed for a contract period
(term) of 12 months or to the last day of the Customer's fiscal
year, whichever terms is the shorter. For equipment not yet
installed, the contract period will commence the first day fol-
lowing the date the equipment is installed by IBM. The com-
mencement date of the contract period for equipment already
installed will be the day following the date the Customer signed
this Agreement provided this Agreement has been accepted by IBM.
CANCELLA TION
Where requirement for which a service was ordered is discontinued
due to lack of funds to make payment for this type of equipment during
the contract period, the Government may cancel the order upon 30
days written notice to the contractor.
Nothing in the terms and conditions of this contract shall be in violation
of the laws of the State of Florida or Rules and Regulations of the
Division of Purchasing.
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-:--::-:. -::. =- /# W [' t< /~ - FISCl\L YEAR
:: - -~~~ CClPY L/C'(1\ (' (('1-'.'",- GDIlierxAomtal Plan
Inte~.,ational ~usiness Machines Corporation (I BM) by its acceptance of <hiS j'3reement, agrees to furnish to the customer, in accordance with the terms and
conditions herein specified, the use of equipment and features (hereinafter called equipment or unit(s) of equipment) listed below and maintenance service
for the equipment,
Description Per Unit
Complete the description
(A) in Machine Type and Device (B) (C) Monthly Usage Maximum (D)
Oty. Model Code sequence. MonthlyCopie Copies Charge-Cost Monthly Maintenance
(provide serial number, and meter reading Availability included in Per Copy In Charge Service Zone
if installed) Charge(MCAC the MCAC Excess of (C)* Charge
~ 77:35 j(lV ( OF; (i " I - J ~~J V
1 II Copier 0533712 i) / I ~/i .
I 1 I
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Total Monthly Copier Availability Charge (excluding applicable taxes and Copier~ -, t' L3i *Total Usage Charge bllsed on number of copies
Usane Charnei Multinlv tAl bv the sum of IBJ + {OJ then adrl "lIline< c-,'/lf.-.. made as recorded on the meter.
Trade-In Equipment
,200
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Total Allowance ~
Trade-In
Net
Allowance
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o ty. Description
State and Local Government Copier Annual Plan-Fiscal year
term supersedes amendment attached. Last day of customer's
fiscal ear. HO (J DAY 3.) YEAR 7 ~
Escrow Payment
Three Months Total Monthly Copier Availability Charges (including applicable taxes) ~
THE TERMS AND CONDITIONS ON THE REVERSE SIDE ARE PART OF THIS AGREEMENT
In addition to the terms and conditions specified on the reverse side of this Agreement, the customer agrees:
1. That an authorized representative of the customer will sign, date and submit to I BM the 'I BM Copier Usage Card on the last workday of each month
while this agreement is in effect. --
2. To make available a Key Operator for training purposes and to notify IBM of any change in Key Operator assignment.
3. To provide an appropriate grounded electrical outlet for the exclusive use of each unit of equipment.
Customer Name
International Business Machines Corporation
Cit
Address
of Sanford
Please Type or ~all information except signature
Branch Office Address
233 E. Robinson St.
P. O. Box 1778
City and State
Zip Code
Br. Off. No.
07E
Z140-0189-0
U/M 025
i "
//
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- - ._--
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International Business Machines Corporation
P.O. Box 39
Orlando. Florida 32802
305/841-1200
December 13, 1974
Warren E. Knowles
City Manager
City of Sanford
300 N. Park
Sanford, FL 32771
r
Dear Mr. Knowles:
Thank you for your recent order for the IBM Copier II under the
Fiscal Year Copier Plan. Your copy of the contract, along with the
terms and conditions governing this equipment, is attached for your
revi ew and records.
The equipment being supplied will either be newly manufactured or
equipment which was previously installed with another IBM customer.
Your Copier is scheduled to be shipped from our plant in Lexington,
Kentucky, on February 14, 1975. Transit time is approximately 10
days and your incoming transportation charge wi" be about $150.00.
If the equipment is discontinued, the customer is responsible for trans-
portation charges back to our plant.
Your Copier will lease for $310.40 per month,
charge of 2. 18<1: per copy for copies in excess
mum monthly charge will not exceed $807.45.
to Florida State Tax, where applicable.
plus a monthly usage
of 9,500. Your maxi-
All charges are subject
To ensure a sound installation, one person should be appointed as the
"key operator" to maintain the machine and report copy usage.
The plan is for a period of twelve months, or the remainder of the
fiscal year. You have the option of applying 40 percent of the Monthly
Copier Avai labi lity Charges and the Monthly Usage Charges paid for
a maxi mum of thi rty-six months toward the then current purchase price.
Total purchase option credit accruals can equal, but not exceed, 50% of
the purchase price.
This Plan terminates at the end of the fiscal year. In the event that
circumstances should require you to terminate the Agreement prior to
the end of the fiscal year, the Monthly Copier Avai labi lity Charges for
the remainder of the fiscal year will be payable as a contract expira-
tion charge.
We certainly appreciate your confidence in IBM, and look forward to
installing your equipment.
:X:~
".
Gene Teolis
Branch Manager
Office Products Division
cc: Scott Johnson
Fred Little
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- - ---
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r'
Copier Annual Plan
Internationa~ Business Machines Corporation (I BM) by its acceptance of this Aqreement, agrees to furnish to the customer, in accordance with the terms and
conditions herein specified, the use of equipment and features (hereinafter called equipment or unit(s) of equipment) listed below and maintenance service
for the equipment.
THE ATTACHED FISCAL YEAR TERM SUPERSEDING AMENDMENT APPLIES.
Description Per Unit
Complete the descrip1ion
(A) in Machine Type and Device (B) (C) Monthly Usage Maximum (D)
Oty. Model Code sequence. MonthlyCopie Copies Charge-Cost Monthly Maintenance
(provide serial number, and meter reading Availability included in Per Copy 1 n Charge Service Zone
if installed) Charge(MCAC the MCAC Excess of ICI" Charge
I rl/(r / /13)71 (~(JiJ.-;;: ]I .) / cl<tc cY5-{,c ,C2/3 J~l 7V5 / }?O"
f
/ /... '(' /... (. 1 ;,7/::.--5 ( Y:Sl' (' J I I I
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/J~. f) .. 1::'5 A.,\'') --:- (' . fll I I I
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1(lr; [.), ~ 5 f\- ~\1 AX- I I I
11' \ .C21~ I I I
N\\...k ,,,'C":" 1s''ic 'J . 4;':) I I :
Nt I I
1(\-\~~12(,,1::::- ~C,) (1[, ') -..--- , t:.. c' - - C'? (3 b *",0 ) I I
'\ I c. ) il - X:. I~'<);' I I
Total Monthly Copier Availability Charge (excluding applicable taxes and CoPier~ j' I r:< "Total Usage Charge based on number of copies
Usaae Charael Multiolv (AI bv the sum of IBI + tDl then add all lines '_ II,:;> made as recorded on the meter.
Trade-In Equipment
Trade-I n
Oty. Description Net
Allowance
NOTE: State and Local Government and Education Copier Annual I
Plan - I
Fiscal Year Term Superseding Amendment attached. I
I
Last day of customer1s fiscal I
year. I
,---. Day -= TN Y /97..:- I
M 0 n th '---:----'l ~:>r: 2c ear (), I
Total Allowance ~ I
I
Escrow Payment
Three Months Total Monthly Copier Availability Charges (including applicable taxes) ~
I
__--.:J-
I
THE TERMS AND CONDITIONS ON THE REVERSE SIDE ARE PART OF THIS AGREEMENT
In addition to the terms and conditions specified on the reverse side of this Agreement, the customer agrees:
1. That an authorized representative of the customer will sign, date and submit to IBM the IBM Copier Usage Card on the last workday of each month
while this agreement is in effect. --
2. To make available a Key Operator for training purposes and to notify IBM of any change in Key Operator assignment.
3. To provide an appropriate grounded electrical outlet for the exclusive use of each unit of equipment.
International Business Machines Corporation
({~ ,S4/l-'H)/Q
A/ ;:):;,c K.'
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Please ~ or ~all information except signature
Branch Office Address
.2,~ ~ k 12C',-=3"JJ__'S<0/J
Br. Off. No.
Z 1 "0'\)-189-0
U/M 025
This is not an invoice. Please do not pay until invoiced.
.....
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TERMS AND CONDITIONS
...
ACCEPT ANCE
Acceptance of this Agreement by IBM is contingent upon (l) a satisfactory credit
report on the Customer, and (2) with regard to the dollar amounts stated herein, the
absence of any nlathematical.error or deviation from IBM's standard prices. Unless
advised to the contrary within 15 days after the signing of this Agreement. the
Customer may consider this Agreement to have been accepted by IBM as written.
CONTRACT PERIOD
Each unit of equipment will be initially installed for a contract period of 12 months.
For equipment not yet installed, the contract period wlll commence the first day
following the date the equipment is installed bv IBM. The commencement date of
the contract period for equipment already installcd will be the day following the date
the Customer signed this Agreement provided this Agreement has been acceptcd by
IBM.
CONTRACT PERIOD EXTENSION
A contract period may be extended any number of times for periods of onc year and
once for a period of less than one year at the then existing Copier Annual Plan price.
J~: oC?:b~~~~~~~r~ec:t~d ~~ ~~n~:;~r~~rio~ ;~~e~~[o~"l~~df~t:~re:f.llowing the last
t~~ d~~ll g{~hi~ec~~~r;c~stoe~~d~~~ ~~t~~e n~:~e e~\~~~f~~;,rh~~~~l~~h~~~~~r~~~
period will be extended for one year and annually extended thereafter, unless the
Customer notifies IBM in writing at least one month in advance of the last day of the
contract period or any extension thereof. to extend for a period of less than one year
or not to extend the contract period. One year contract period extensions following
an extension of less than one year will be granted upon written authorization from
the customer received by IBM at least one month in advance of the last day of the
extension then in effect; otherwise a contract period extension will expire.
If the contract period or contract period extension .terminates the price will auto-
matically be increased to the then existing monthly rental price unless the equipment
is discontinued at that time.
COPIER CHARGES
Copier charges for each unit of equipment will commence on the first day of its
contract period. Payment will be made in full within 30 days after date of invoice.
~~ent~y~tU~:e a&~~~e tbaie~ u~~~\hae ~~~~~i oy~~i;[esA,::.a,;d~~~:~e~~"<I:3 o~~h:
meter. The Monthly Usage Charge will be invoiced in arrears.
AU Monthly Copier Availability Charges will be billed monthly in advance.
When equipment is installed for part of a calendar month, the Monthly Copier
Availability and Monthly Usage Charge, if applicable, for the partial month will be
prorated on the basis of a 30-day month.
IBM may change any monthly charge or purchase option percent by providing the
customer with at least three months' prior notice. Such change will not apply to
those contract or contract period extensions whose commencement date preceded
the date of the notice. For contract periods or extensions thereof that commence on
or after the date of notice, an increase in the monthly charge or decrease in purchase
option percent will apply on the effective date specified in the notice.
There will be added to the Total Monthly Copier Availability Charge and Monthly
Usage Charge amounts equal to any taxes, however designated, levied or based on
such charges or on this Agreement or the equipment or its use, including state or
local privilege or excise taxes based on gross revenue, any taxes or amounts in lieu
thereof. paid or payable by IBM in respect of the foregoing exclusive, however, of
personal property taxes assessed on the equipment and taxes based on net income.
ESCROW PAYMENT
In the event IBM requires the Customer to make a three.month advance payment,
such payment will be held in escrow. Such payment will not bear interest and will be
applied only: (1) to the Customer's final payment periods, (21 as a credit toward the
purchase option price, or (3) in the case of a temllnation/de ault by the Customer,
toward any unpaid amounts then due IBM.
TERMINATION OF CONTRACT PERIODS BY CUSTOMER
The Customer may terminate a contract period or contract period extension effective
any date by providing IBM with written notice at least 30 days in advance and
payment of the applicable tennination charge set forth herein.
Any Customer order which requires the removal of equipment from the Customer for
return to I BM for any reason, shall be considered "termination" for the purposes of
this Agreement. Termination charges are not applicable when the Customer exercises
the option to purchase.
If the Customer does not pay any charge due hereunder. the Customer. upon de-
mand. shall immediately return the equipment to IBM. pay all outstanding charges,
and as termination charges, pay during the 12 month contract period as follows:
Months Installed On
This Plan at Tennination Date
Within 6 Months
Termination Charges
3 times the Monthly Copier
~~~:~ifht% ii~~fl~Y Copier
Availability Charge or. the
Monthly Copier Availability
Char~e for the remainder of
the contract period, whichever
is less.
Termination charges any time during a one~year contract extension or less than
one~year extension will be two times the Monthly Copier Availability Charge, or the
Monthly Copier Availability Charge for the remainder of the contract extension.
whichever is less.
If the Customer defaults as to any obligation to return equipment or fails to pay any
amounts due thereunder, IBM, in addition to other remedies, may repossess the
equipment without notice; and the Customer a~rees to pay all costs and expenses of
collection.,and/or repossession, Including reasonable attorney's fee permitted hy law.
7 through 12
RISK OF LOSS
During the period the equipment is in transit or in the possession of the Customer,
I BM and its insurers, if any, re1i("ve the Customer of responsibility for all risk of loss
or damage to any unit of equipment <,xcept for the responsibility for Joss or damage
caused by nuclear reaction, nuclear radiation or radioactive contamination.
TRADE-IN
The customer shall receive a credit of an amount equal to the total allowance for
trade-in equipment set forth on the face of this Agreement promptly after said
equipment comes into IBM's possession. IBM may reduce the trade~in allowance set
forth on the face of this Agreement if any of said equipment, when received, is not in
substantially the same condition as when inspected.
SUPPLIES
AU supplies used to operate the equipment are to meet IBM speCifications.
j
1
\
TRANSPORTATION EXPENSE
ALL TRANSPORTATION", RIGGING AND DRAY AGE CHARGES FOR TRANS-
\ PORTING TilE EQUIPM..NT BOTH FROM AND TO IBM.S PLANTS WILL BE
PAID BY THE CUSTOMER. INCLUDING THOSE NECESSi'rATED B.Y EQUIP.
MENT MODIFICATION ORDERED BY TilE CUSTOMER. Necessary packing cases
~~~\~hedtb~n I B~ih~i [~~~~~~~g~~~h:eg~::e:;lal~b~:of~~PC~~i~g t~d~~~i~a~i~~ll t~~
equipment is a Customer expense, except when it is performed at an IBM Plant or
reconditioning location.
ALTERATIONS AND ATTACHMENTS
Upon prior written notic(" to IBM. alterations in or attachments to the equipment
may be made. If, in IBM's opinion, an alteration or attachment interfer('s with the
normal and satisfactory operation or maintenance of any unit of equipment in a way
that creates a safety hazard or substantially increases the cost of maintaining it, the
Customer. upon notice to that cffect from IBM. will promptly remove the alteration
or attachment and restore the unit to its normal condition.
MAINTENANCE SERVICE
~~~c~g~ili f~cfurJ':i~~ur;,~~~et"~ctf~s:~~~e ~~ilr~;al~:cl:~~~Sg oa~Jh~~~~aenci ~~c~
replacement.
For this purpose IBM will have a full and free access to the equipment during IBM's
normal business bours. Travel and labor time plus travel expenses will be charged at
IBM's established hourly and mileage rates for service rendered at the Customer's
request after IBM's normal business hours and on Saturdays, Sundays and holidays.
The customer will be charged at IBM's established rates and prices for maintenance
service and parts required by other than normal use or necessitated by malfunction of
non.IBM parts, attachments, or devices.
IBM will not furnish maintenance service for equipment located outside the United
States, Puerto Rico or the Canal Zone. IBM will not be responsible for failure to
render maintenance service due to strikes, fire, flood and causes beyond its control.
When the distance from the point of installation to IBM's nearest Branch Office or
resident location is greater than 15 miles, the Customer agrees to pay IBM's then
current maintenance service zone charges.
PURCHASE OPTION
The Customer may elect to purchase equipment any time after installation under the
terms of an Equipment Purchase Agreement. Upon written request from the Cus~
~~re;~r~~~se W~~tibUnot;ri~ene~iliub~hth~ o:;;gha~ri~~i~~r oa:~h~~tff~~tj~~s~:n~i ~~:
purchase less purchase option credits. The purchase option credit percentage for
credits accrued under this contract is 40%.
The purchase option credits will be equal to the purchase option percent multiplied
by the eligible montWy charges paid to IBM by the Customer for the equipment
being pmchased. Eligible monthly charges (exclusive of zone charges and taxes) shall
include: 1. eligible monthly charges (first 12 months) under the Equipment Rental
Agreement up to a maximum of 12 months; 2. eligible monthly charges first paid
under the Extended Tenn Lease Plan and the Copier Annual Plan provided that
eligible Extended Tenn Lease Plan and Copier Annual Plan monthly charges when
added to previous Equipment Rental eligible charges cannot exceed 24 monthly
charges.
If the Customer discontinues any unit of equipment under the Annual Plan, the
purchase option accruals for that unit shall expire. Option credits are not transferable
from one ma~hine to another.
WARRANTY {REMEDY
IBM warrants that the above equipment. when Installed, will be in normal operating
order and IBM will make all necessary equipment adjustments. repairs and parts
replacements without additional charge to maintain the equipment in this conditionjj
provided it is located in the United States, Puerto Rico or the Canal Zone. A
equipment is supplied subject to these warranties.
In the event of IBM's breach of any warranty, the Customer's exclusive remedy will
be that IBM will make any equipment adjustments, repairs, or parts replacements to
any equipment when it determines that the equipment does not eon form to these
warranties. IN NO EVENT WILL IBM HAVE ANY OBLIGATION OR LIABILITY
FOR DAMAGES", INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAM-
AGES. ARISINu OUT OF OR IN CONNECTION WITH THe USE OR PER-
FORMANCE OF EQUIPMENT. NO OTHER WARRANTIES, EXPRESSED OR IM-
PLIED...! INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND rITNESS FOR A PARTICULAR PURPOSE, WILL APPLY TO EQUIPMENT.
PATENT INDEMNITY
IBM will defend at its own expense, any action brought against the Customer, to the
extent that it is based on a claim that the equipment supplied by IBM infringes a
United States patent, and IBM will pay those costs and damages finally awarded
;~~hnsJe}~~:'; u~':Jm;~;~~rs ~eh ca;~i:ti~i~nhjdho~~~~tro~r~:~~~~( i)ih~cM.\ai~illb~~
rBiifj~'hfr~~~t%l~ ~*:~;l bbf t~~ecud~7~~~ o~r,J,;o~~~ro~f ~':.c~~~~":'I~:;' (:JJh~
~~~~tila~~~s ~~rdit~~e~;liik~r: i6 b~~t~~~~~; ~gj~~l ~~~~t~eo~q~r~eg~~be~to::fe~
United States patent. the Customer will pennit IBM. at its option and expense. either
to procure for the Customer the right to continue using the equipment, to replace or
modify the same so that it becomes non-infringing, or to accept its return. -
I BM will have no liability to the Customer under any provision of this clause with
respect to any claim of patent infringement which is based upon the combination of
equipment furnished hereunder with apparatus or devices not furnished by IBM, nor
shall IBM have any liability for the use of supplies not furnished by IBM in such
:ri~iP;:;~n ~iff~~~S::c~~ crh~~~Pblie~~~en a a~~b~;le~~~r tS~~h~e~~~:~d ain~ri~~eeZ~~.1 ~~e
foregoing states the entire liability of IBM with respect to infringement of patents by
the equipment or any parts thereof.
GENERAL
This Agreement is effective from the date it is accepted by IBM and shall remain in
force until all equipment installed hereunder has been discontinued.
The terms and conditions of this Agreement supersede those of all previous agree.
ments between IBM and the Customer with respect to the use of equipment here-
under.
This Agreement is not assignable; none of the equipment may be sublet. assigned or
transferred by the Customer without the prior written approval of IBM. Any attempt
to sublet, assign or transfer any of the rights, duties, or obligations of this Agreement
is void. The Customer agrees not to remove equipment from its installed position
without the advice of IBM.
All equipment remains IBM's property. This Agreement will be governed by the laws
of the State of New York and constitutes the entire agreement between the Customer
and IBM with respect to the use of equipment.
The foregoing terms and conditions will prevail notwithstanding any variance with
the terms and conditions of any order submitted by the Customer in respect to
equipment hereunder or this Agreement.
This Agreement may be terminated concurrent with or following expiration of all
contracts or contract extenSIons by IBM upon three months prior written notice.
Any unit of equipment may be removed by IBM at any time after termination of this
Agreement.
, . I>
"
FISCAL YEAH TEHM SUPEHSEDING AMENDMENT
1. Clauses Superseded
The clauses of the standard terms and conditions to which this
amendment is attached, eliminated and superseded by this amend-
ment are the clauses entitled "Contract Periodtl ,'IContract Period
Extension", and "Termination of Contract Periods by Customer" .
Instead the following clause is agreed to by IBM and the Customer.
2. Term of Contract and Payment
Each unit of equipment will be installed for a contract period
(term) of 12 months or to the last day of the Customer's fiscal
year, whichever terms is the shorter. For equipment not yet
installed, the contract period will commence the first day fol-
lowing the date the equipment is installed by IBM. The com-
mencement date of the contract period for equipment already
installed will be the day following the date the Customer signed
this Agreement provided this Agreement has been accepted by IBM.
CANCELLA TION
Where requirement for which a service was ordered is discontinued
due to lack of funds to make payment for this type of equipment during
the contract period, the Government may cancel the order upon 30
days written notice to the contractor.
Nothing in the terms and conditions of this contract shall be in violation
of the laws of the State of Florida or Rules and Regulations of the
Division of Purchasing.
.'~
,.
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International Business Machines Corporation/Office Products Division/Franklin Lakes, New Jersey 07417
Information Bulletin for Customers
A. ALTERATIONS AND ATTACHMENTS
This bulletin is published to define IBM's responsibilities and its relationships with customers and other suppliers
in the installation and maintenance of IBM equipment and non-IBM alterations and attachments to IBM
equipment. If you desire, we will meet with you and the other supplier(s) to achieve a common understanding of
each party's responsibility.
DEFINITION
Alterations are defined as any changes made to the physical, mechanical, electrical or electronic arrangement of
an IBM machine or system, whether or not additional devices or parts are required.
Attachments are defined as any interconnection, whether physical, mechanical, electrical or electronic, of a unit
or system of another manufacturer to an IBM machine or system even though the interconnection mayor may
not require an alteration in the IBM machine or system.
If you elect to make an alteration in or an attachment to an IBM unit, you assume certain responsibilities.
Therefore, the following items are called to your attention.
GENERAL
The design, procurement, installation and maintenance of alterations or attachments not marketed by IBM are to
be at the customer's own expense.
MAINTENANCE SER VICE
1. Servicing of IBM machines or systems marketed by IBM having alterations or attachments not marketed by
IBM.
a. IBM will provide maintenance and repair service for the unaltered IBM portion of machines or systems
having alterations or attachments not furnished by IBM, except when the alteration or attachment creates a
safety hazard or renders maintenance service and repair impractical. IBM will provide notice requiring the
elimination of the alteration or attachment when either of these conditions precludes our continuing
service.
b. Charges for any increase in maintenance on IBM machines (leased or rented from, or under maintenance
agreement with IBM) which are attributable to a non-IBM alteration or attachment will be billed to you at
per-call rates and terms then in effect unless otherwise provided for, and/or IBM may request you to
discontinue the attachment or correct the alteration. Maintenance documentation or special tools and test
equipment made necessary by the alteration or attachment will be made available by you at your expense.
Failure to pay for increased maintenance or to remove alterations or attachments will terminate rental.
lease or Maintenance Agreements.
2. Servicing of Alterations, Attachments and Machines Not Manufactured by or for IBM.
Installation or repair service is not available for alterations, attachments, and machines not manufactured by
or for IBM except as provided below.
IBM may provide installation service for accessories attached to office model IBM electric typewriters which
do not interfere with normal typewriter operations when the following conditions are met:
a. No exposure to safety hazard exists, as determined by IBM.
b. Special tools, test equipment, parts, supplies, instructional materials, and other data which IBM deems
necessary will be made available by customer at his expense.
c. No additional training is required for IBM Customer Engineers.
Installation service will then be performed by IBM at the per-call rates and terms then in effect. In these
instances there is no warranty on the labor.
Z140-0225-2
(Continued)
MOD/FICA TlONS TO EQUIPMENT
Subsequent modification by IBM to its equipment may require additional effort on the customer's part and at
customer's expense to reestablish a compatible interface to the non-IBM alterations or attachments.
PATENTS
Since the machine design is the customer's responsibility, including selection of non,IBM alterations and
attachments to be interfaced with IBM machines, IBM does not accept responsibility for the infringement by our
customer of patents which relate to equipment not manufactured by IBM nor of patents which relate to the
combination of non-IBM equipment with IBM equipment.
With respect to equipment manufactured and sold by IBM, IBM's standard idemnification will apply; however, in
those situations where IBM proposes and markets non-IBM equipment, IBM's idemnity is limited to that which
can be passed on to the customer as the result of the manufacturer's 'idemnity.
ENDORSEMENTS
IBM's installation and continued servlcmg and maintenance of IBM equipment which contains non-IBM
alterations or attachments does not constitute approval or endorsement of the non-IBM alteration or attachment
not marketed by IBM.
LIABILITY
IBM does not assume liability for personal injury or property damage ansmg out of or caused by a non-IBM
alteration or attachment. IBM does not assume responsibility for the quality of a non-IBM alteration or
attachment except when marketed by IBM. IBM does not assume any responsibility for damage to interconnected
non-,IBM equipment that may result from the normal functioning and maintenance of the IBM equipment.
RESTORATION
When customer returns a leased or rent.ed machine to IBM, or if customer is notified by IBM that an alteration or
attachment conflicts with the alterations and attachments provisions of our equipment rental or lease agreements,
customer will restore the IBM unit to its normal condition.
B. REPLACEMENTS
The following applies to machines installed under the terms of the Office Products Division's "Equipment Rental
Agreement":
1. The installation of new IBM products to me, .Jur needs is frequently the reason for replacement of IBM
rental equipment. For discontinuance under these circumstances, we require the one month written noti-
fication as included in the Equipment Rental Agreement.
Approximately one month before the planned installation of the replacement IBM equipment, your Sales
Representative will contact you to review your need for the rental equipment which has been scheduled for
removal and to establish or to confirm the specific removal date of each machine to be replaced. If the removal
date is then established, no further notice is needed.
However, if your requirements are such that the removal date of any machine is deferred or you cannot give
your Sales Representative a specific removal date, then one month prior to your newly planned removal date,
we require a new written notice to establish the deferred removal date. It is not necessary for you to give us
notice until one month before the newly planned removal date.
2. We do not accept orders for machines to replace installed rental machines of identical specifications nor do we
accept orders for replacement of rental machines where required specification changes can be made on the
installed equipment. Where customer requirements necessitate changes in an installed rental machine's speci-
fication, the changes will normally be made on the equipment installed in your office. Replacement of the unit
will only be made when the specification changes required are of such technical complexity that they can only
be made at our plant.
If, before the scheduled delivery of an on-order rental machine, we receive a notice to remove a rental machine
of the same type and we determine that the machine to be removed can be modified to meet the specifications
of the on-order equipment, we will alter the installed machine to meet your requirements in lieu of delivery of
the on-order replacement equipment.
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