HomeMy WebLinkAboutEquipment Upgrade / Dictaphone Corporation
Augusta Richmond GA
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DOCUMENT TYPE: A5~€~(Y)~\
YEAR: dDD3
BOX NUMBER: ) Y
FILE NUMBER: / l.e ., '3 '3
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Dictaphone Corporation
3984 Pepsi Cola Drive
Melbourne, Florida 32934
DICTAPHONE CORPORATION
EQUIPMENT UPGRADE PROGRAM AGREEMENT
Dictaphone Corporation ("Dictaphone") and Augusta, Georgia
("Customer") hereby agree to the following terms and
conditions for upgrading the Customer's equipment;
1. Dictaphone will provide and install additional equipment
("Addi tional Equipment") as described in Exhibit "A" to this
Equipment Upgrade Program Agreement (the "Agreement") to
replace and supplement original equipment used by Customer.
Dictaphone will do this at no additional charge to the
Customer. During the term of this Agreement the title to the
Additional Equipment will remain with Dictaphone. Upon
completion of the full term of this Agreement and the
scheduled payments to Dictaphone hereunder, title to the
Additional Equipment will automatically transfer from
Dictaphone to the Customer. If the Customer does not make all
required payments hereunder, the Additional Equipment will be
returned to Dictaphone in good repair, condition and working
order, ordinary wear and tear resulting from proper use
thereof only excepted, in a manner and to a location
reasonably designated by Dictaphone. All costs incurred in
returning the Additional Equipment, for any necessary repairs
to the Additional Equipment and for any damages sustained by
Dictaphone as a result of Customer's failure to return the
Additional Equipment as required, will be the sole
responsibility of the Customer.
2. As a feature of this Equipment Upgrade Program, Dictaphone
agrees, subj ect to the terms and conditions hereof, for a
period of five (5) years from the date of commencement,
, ,2002, to maintain, for the Customer, the
Addi tional Equipment and any other Dictaphone supplied
hardware which Customer is using as of the date of
commencement (collectively the "Equipment") and Dictaphone
supplied software (the "Programs", and collectively with the
Equipment, the "System") covered hereby in an. efficient
operating condition (subj ect to the limitations of licensed
third party software) , including software "bug" fixes,
patches, or shop repairs or overhauls if deemed necessary by
Dictaphone in accordance with and subj ect to the limitations
of the terms of this Agreement, or any maintenance agreement
which may be entered into between the parties as a supplement
hereto,
3. All necessary replacement parts will be furnished to Customer
by Dictaphone without charge, except when replacement is
required because of (i) fire, flood or bther casualty,
accident, abuse, misuse, mishandling, power line fluctuations,
computer viruses unattributable to Dictaphone, or use of
recording media, disks, ribbons, printwheels, or consumables
other than a type or specification authorized or recommended
by Dictaphone. The labor cost for repair or replacement of
record or reproduce head assemblies associated with mul ti-
channel recording and reproducing equipment is covered by this
Agreement. Notwithstanding anything to the contrary herein,
parts for repair or replacement of record or reproduce head
assemblies will be billed at then current list prices.
4. Supplies such as expendable batteries, recording media, disks,
printwheels, or other consumables, such as printer maintenance
kits, are not covered under this Agreement.
5. No charges will be made for necessary service calls during
Dictaphone's normal working hours, except when caused by fire,
flood or other casualty, accident, abuse, misuse, mishandling,
power line fluctuations, computer viruses unattributable to
Dictaphone, or use of r"ecording media, disks, ribbons,
printwheels, or consumables other than the type or
specification recommended or authorized by Dictaphone or use
or operation with equipment, systems, peripherals or software
not supplied to Customer by Dictaphone. Dictaphone shall not
be obligated to provide service outside of Dictaphone's normal
working hours unless Customer has selected 24/7 coverage to be
priced separately. Dictaphone's normal working hours are
defined as 8 a.m. (0800 hours) to 5 p.m. (1700 hours), Monday
through Friday, excluding United States federal holidays.
6. Problems caused to Programs or Equipment by (i) any non-
Dictaphone software used with Equipment by Customer, or (ii)
the use or operation of any equipment, systems, peripherals ~r
software not supplied to Customer by Dictaphone, or (iii)
computer viruses unattributable to Dictaphone are not covered
hereunder. Dictaphone's representative, at Customer's request,
will attempt to correct any problem contemplated by this
Section 6 and restore Customer's Programs or Equipment covered
by this Agreement to original operating condition at the then
current standard hourly rate. NOTWITHSTANDING ANYTHING TO THE
CONTRARY HEREIN, DICTAPHONE SHALL NOT BE LIABLE HEREUNDER FOR
ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING,
BUT NOT LIMITED TO, LOST PROFITS OR LOST REVENUE) OF ANY KIND.
7. On applicable systems, software support, maintenance upgrades,
and replacement of exiting Programs during normal working
hours is included. Twenty-four (24) hour diagnostic monitoring
via the Service Our System (S. O. S.) call response feature is
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included. On-site
Option I will be
business day.
response to after-hours S.O.S.
during normal working hours of
calls for
the next
8. The payment terms for this Agreement are set forth on Exhibit
A attached hereto. I
9. EXCEPT AS PROVIDED IN THE FOLLOWING TWO PARAGRAPHS, THIS
AGREEMENT IS A BINDING CONTRACT WHICH MAY NOT BE CANCELED FOR
A TERM OF FIVE(5) YEARS.
It is understood and agreed that the Customer is a government
entity and shall not be obligated to make any payments
hereunder if funds are not legally available for that purpose.
If Customer does not receive an appropriation of funds to make
any payment required under this Agreement and has no legally
available funds to make such payment, the Customer may
terminate this Agreement on thirty (30) days written notice to
Dictaphone. If Customer terminates this Agreement as
aforesaid, it will return all of the Additional Equipment as
required under the terms of this Agreement, and, except as
provided in the next paragraph, the parties will have no
further liability to one another.
10. Customer acknowledges and agrees that Dictaphone holds a first
priority security interest in the Additional Equipment, as
well as any additions, accessions thereto and replacements
thereof, and is authorized to file a financing statement to
perfect the same. All of Dictaphone's rights under this
Agreement, including all rights to payment and the security
interest in the Additional Equipment may be assigned and
reassigned in whole or in part to one or more assignees by
Dictaphone at any time, without the consent of Customer.
However, Dictaphone shall not assign its obligations or
responsibility for performance under this Agreement, and
Customer agrees that no assignee shall be bound to perform any
duty, covenant, condition. or warranty (whether expressed or
implied) attributable to Dictaphone. Except for the
termination privilege set forth in Section 9 hereof, Customer
further agrees that it will not assert any claim or defense
arising out of this Agreement against any assignee, and its
obligation to make the payments required hereunder to an
assignee will be continuing, unconditional and absolute
notwithstanding any default or non-performance by Dictaphone.
11. Customer has its own risk retention program.
12. Except as expressly provided in Section 10 above, this
Agreement may not be assigned to any party.
13. Customer warrants and represents to Dictaphone that all
necessary actions and approvals have been taken regarding
authorization, execution, delivery, and compliance with all
applicable statutes, regulations and ordinances, and
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performance of all
and represents that
legally enforceable
terms.
obligations hereunder. Customer warrants
this Agreement is legally binding upon and
against Customer in accordance with its
14. This Agreement may be canceled by Dictaphone in writing if
recording media, disks, accessories, attachments, or
consumables other than the type or specifications recommended
by Dictaphone are used, or if any modifications are made to
the Equipment and/or Programs by anyone other than authorized
Dictaphone personnel, including, but not limited to, Customer,
or Customer's agents, employees, or contractors.
elist,orner ~a, :gia
Dictaphone Corporation
JDYl E.lY
Title: VP 'HMrce t aPg
Date: MarCh 3\J 2CD5
Name: Bob You
Title: Mayor
Date: January 16, 2003
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DiclipjJ.
Dictaphone Corporation
3984 Pepsi Cola Drive
Melbourne, Florida 32934
~88-47l-3463 Ext. 6321
EXHIBIT A
DICTAPHONE CORPORATION
EQUIPMENT UPGRADE PROGRAM AGREEMENT
New Equipment:
Freedom Recorder
Customer shall make payments to Dictaphone or its Assignee
according to the following schedule.
, 2003
, 2004
, 2005
, 2006
, 2007
$ 16,970.68
$ 16,970.68
$ 16,970.68
$ 16,970.68
$ 16,970.68
Customer
BY:(V
Name:
Title: Mayor
Date: 1/16/03
E.Tro
VP l="\ mnce t Acdg
Date: Mardi u\, '2Crf5
.
5
NOTICE OF ASSIGNMENT
CUSTOMER:
Augusta, Georgia
911 Fourth Street
Augusta, GA 30911
Date:
Equipment Upgrade Program Agreement ("Agreement")
Dated: ,2003
Commencement Date of Payments To
Fleetwood Financial Corp.
,2003
Gentlemen:
This is to advise you that we have assigned to Fleetwood Financial Corp., 4 Ethel Road,
Suite 405A, Edison, New Jersey 08817, all of our rights, title and interest (but not our
obligations) under the above Agreement with you and all sums due and to become due
thereunder, and to the equipment covered thereby. Accordingly, you are authorized and
instructed to make all payments by check payable to the order of Fleetwood Financial
Corp., and to send same directly to its at its address above or as instructed by Fleetwood
Financial Corp.
Said assignment in no way affects our obligations under the agreement or any related
service agreement.
Please acknowledge receipt of this notice of assignment that under the terms of the
referenced Agreement there remains due and owing five (5) annual payments
commencing , 2003 in the amount of $16,970.68 to Fleetwood Financial
Corp. and that there is no defense, offset or counterclaim to your obligations under the
agreement, except in the event of non-appropriations to the annual budget with the
conditions restricting the use of any such similar equipment, as of the date hereof, by
signing the enclosed copy of this letter.
Very truly yours,
AGREED TO AND ACKNOWLEDGED:
DICTAPHONE CORPORATION
Customer:
AUGUST~ON~UNTY
Bob Young
Title: Mayor
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