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Purchase Agr f Minitech Computers, Inc. Purchase Order Number F,-1554-93-T.J AGREEMENT FOR PURCHASE OF ELECTRONIC EQUIPMENT This Purchase Agreement. dated as of the December day of 22nd .1993 between Minitech Computers. Inc. (the "Purchaser") at 4445 West 77th St.. Suite #207, Edina, MN 55435 and (the "Seller") Ci ty of Sa li na (Selle.. Full Legal Name. City-Cnty Bldg 300 WAsh Ste 206 (Selle., Add...ss) Salina, KS 67401 Seller hereby sells and Purchaser hereby purchases. subject to the terms and conditions hereof, the data processing machines listed on the Schedule of Machines (hereafter referred to individually as the "Machine" and collectively as the "Machines"). EQUIPMENT SCHEDULE Unit Item Item Machine/Type Serial New(n) Machine Description Purchase Purchase No. Qly. Model/Feature Number Used (u) (including features) Price Price 1. 1 9348-01 0026956 U IBM Magnetic Tape Unit 2. 2 9336-020 0011427 0011666 U IBM Disk Unit wi 1204 feature TOTAL PURCHASE $21,600.00 TERMS AND CONDITIONS 1. Seller warrants equipment to be complete per IBM part number. 2. Equipment is in good condition cosmetically and functionally. 3. Equipment is said in "As Is" condition. 4. Equipment is eligible for manufacturer's maintenance. 5. Payment is due in Certified Funds prior to pick up. A vailability of Equipment Seller warrants that the Equipment will be available for delivery to Purchaser on or before 12/22/93 *The model specifications of any Equipment may be changed by agreement between the Seller and the Purchaser. THE ADDITIONAL TERMS AND CONDITIONS ON THE REVERSE SIDE HEREOF AND ON THE FOLLOW- ING PAGES ARE INCORPORATED IN AND MADE PART OF THIS AGREEMENT. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective duly autho- rized representatives. JI.W'. lyonitecb ACCEPTED BY: Computers. Inc. ACCEPTED BY: Lance Jackles Name (r~pe or Prlntl Ihorlled Signature queline Shiever --:D.L. LAfl....rtTc.K Name fType or Pnnlt -:D --p fYLiu Mi.5d Tille l/3/9i Dale By ~~~ riCh''''' J,~ A~ Marketina Reoresentative Tnh: 12/22/93 Dale " I. Shippina Group Items Seller agrees thai all shipping group items, as herein defined, will accompany the Machine(s) when they are delivered to Purchaser's common carrier. Thc shipping group items are: (01) a complete set of cables for each Machine; (02) terminators where required; (03) Machine diagnostics: (04) Machine wiring diagrams; (05) special tools that normally accompany the Machine(s); (06) any form stands that normallv ,l\:,'ompany the Machines; (07) maintenance, parts and theory of operations manuals where appropriate; and (08) any other ilcms Ihat normally accompany the Machine(s) as defined by the manufacturer. In the event the shipping group items listed abml' do 1101 a,'company the Machine(s), Purchaser may deduct from the Purchase Price the cost as determined by the manufacturer, of I he missing shipping group items or may notify Seller in writing of the items missing. Seller shall, within ten (10) days of said written nOlice. eit her deliver to Purchaser the missing shipping group items listed in said notice or pay to Purchaser the cost thereof. 2. Transportation Arrangement; Cost Purchaser shall be responsible to arrange for transportation of the equipment to purchaser's location. Purchaser shall insure the Equipment for the full contract price from time of delivery to the common carrier until installation is completed. 3. Maintenance Seller warrants that the Machine(s) have been continuously maintained by the manufacturer under the manufacturer's maintenance agreement and have not been subjected to excessive use. Prior to delivery of the Machine(s), Seller will provide Purchase with a leller from the manufacturer stating that the Machine(s) are qualified for the manufacturer's standard maintenance agreement at the normal published rates. In the event the condition of the Machine(s) is not as warranted herein, Purchaser may deduct from the Total Purchase Price the cost as determined by the manufacturer of bringing the Machine(s) up to necessary levels as to qualify the Machine(s) for the manufacturer's standard maintenance agreement. If Purchaser discovers that the Machine(s) are not as warranted herein after pay- ment of the Total Purchase Price, Seller agrees to pay to Purchaser, within ten (10) days of wrillen notice from Purchaser, the cost of bringing the Machine(s) up to necessary levels as to qualify the Machine(s) for the manufacturer's standard maintenance agreement. 4. Title Seller warrants that at the time the Machine(s) are delivered, it will be the lawful owner of the Machine(s), that it has full right, power and authority to sell the Machine(s) to Purchaser, and that the Machine(s) will be-free and clear of all liens, claims and encumbrances of any kind. Title to the Machine(s) shall vest in Purchaser upon delivery and payment for the Machine(s). Seller shall deliver to Purchaser, upon receipt of payment in full, a bill of sale warranting title to the Machine(s) to be free and clear of all liens, claims and encumbrances of any kind. Seller shall indemnify Purchaser against all claims and costs incurred in the defense of title to the Machine(s) and/or removal of any liens, claims or uncumbrances against the Machine(s). 5. Delivery Seller will prepare the Machin~(s) for shipping, using the manufacturer's standard packing materials and will deliver the Machine(s) to its loading dock at the location stated on the allached schedule. Purchaser will be responsible for transportation of the Machine(s) from Seller's loading dock. Irrespective of any other provision hereof, Seller will bear the risk of damage from fire, the elements or otherwise until accepted by Purchaser's carrier after which Machine(s) will be at the risk of Purchaser. 6. Taxes Purchaser warrants that this purchase is for purposes of resale only. Purchaser will not be responsible for payment of any sales taxes imposed upon Seller by taxing authorities by reason of the sale and delivery herein provided for. Any personal property taxes assessed on the Machine(s) prior to delivery shall be paid by Seller. 7. Condition of Machine(s) Seller will permit Purchaser to inspect the log book and the Machine(s) for general appearance at or before the time of delivery and agrees to maintain the Machine(s) so that no deterioration or excessive use shall occur before delivery of the Machine(s). If such deterioration should occur, Seller shall use its best efforts to correct and/or have the manufacturer perform corrective measures to assure an appearance and condition of the Machine(s) acceptable to Purchaser. 8, Purchaser's Rights Purchaser reserves the right to terminate this Agreement if: (01) Seller fails to deliver the Machine(s) within the time specified above; (02) Seller becomes insolvent or the subject of proceedings under any law relating to bankruptcy or the relief of debtors prior to delivery; or (03) Seller fails to perform any other provisions of this Agreement. Purchaser's right to terminate shall be exercised by written notice to Seller, whereupon Seller shall immediately refund all payments which it has received from Purchaser, but this shall not be construed to limit in any way any rights or remedies Purchaser might otherwise have against Seller in such event. 9. Notices Any notice provided for herein shall be in writing and sent by certified or registered mail to the parties at the addresses on the reverse side of this Agreement. 10. Modifications Seller warrants that no machine modifications have been performed subsequent to the Machine(s) being under the manufacturer's maintenance without prior notification to the manufacturer of the intent to make such modification and to subsequently place said Machines back under the manufacturer's maintenance. 11. Effective Date This Agreement is subject to acceptance by Purchaser at its offices in Minneapolis, Minnesota and shall only become effective on the date thereof. If this Agreement shall be executed by Purchaser prior to being executed by Seller it shall become voidable at Purchaser's option days after the date of Purchaser's execution thereof, unless Purchaser shall have received by such data a copy thereof executed by a duly authorized representative of Seller. 12. Miscellaneous (a) Neither this Agreement, nor any consent or approval provided for herein shall be binding upon Purchaser unless signed on its behalf by a duly authorized officer. This Agreement shall be deemed to have been made in the State of Minnesota and shall be governed in all respects by the Jaws of the State of Minnesota. (b) In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of the Equipment Schedule or Rider(s) thereto, the terms and conditions of such Equipment Schedule or Rider(s) shall prevail. (c) By execution hereof. the signer hereby certifies that he/she has read this Agreement and the Equipment Schedule, understands it and agrees to all terms and conditions stated herein, and that he/she is duly authorized to execute this Agreement on bchalf of Seller. 13. Jurisdiction; Venue Seller and Purchaser consent to jurisdiction of the courts of the State of Minnesota and/or the Federal District Courts, Fourth Division. State of Minnesota only, for the purpose of resolving all issues of law, equity or fact arising out of or in supplementing or amendmentthereol and that venue for the purpose of all such suits shall be in Hennepin County, State of Minnesota only. CORPORATE HEADQUARTERS ~S West 77th SI. Suite #207 Edina, MN SS~3S ".4 {'ompu/~r hu.\'in~ss with human .ft'nsibi/i,y"