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EXHIBIT 10.22
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PURCHASE AGREEMENT
This Purchase Agreement ("Agreement") is made this 30th day of December, 1996,
by and between ROMAC International, Inc. ("Customer") located at 000 Xxxx Xxxx
Xxxx Xxxxx, Xxxxx 000, Xxxxx, Xxxxxxx 00000, and Mon-Wal, Inc. d/b/a The Waldec
Group ("Waldec"), located at 0000 Xxxx Xxxxx Xxxxxx, Xxxxx, Xxxxxxx 00000.
WHEREAS, Waldec is a full service provider of business computer hardware,
software, network engineering, cable installation, software development and
educational services and is in the business of marketing computer hardware and
software as well as custom business solutions;
WHEREAS, Customer desires to purchase and Waldec agrees to sell and install
certain products and/or services as more particularly described in Exhibit "A"
attached hereto (the "Scope of Work"); and,
NOW THEREFORE, for and in consideration of the premises contained herein and
other good and valuable consideration, receipt of which is hereby acknowledged,
the parties agree as follows:
1. PURCHASE PRICE
The Gross purchase price net of discounts for this Agreement is $ 2,658,034.00
Less discounts and trade allowance* - $ 590,000.00
Net Purchase Price (the "Purchase Price") $ 2,068,034.00
*Trade allowance amount is based on ALL ROMAC's used Sun equipment being made
available and being received complete according to the time frames specified in
our letter of November 18, 1996. If the used equipment is not returned according
to these conditions, the allowance may be reduced. Any reduction in allowance
will be added to the "Purchase Price" above.
2. PAYMENT TERMS
a) Payment shall be made within 30 days of acceptance by customer. Late
payments are subject to interest charges at the prevailing legal rate of
interest.
b) Customer shall, in addition to the other amounts payable under this
Agreement be responsible for paying Waldec all shipping costs and sales
taxes which are levied or imposed by reason of the services provided
pursuant to this Agreement. Waldec shall be responsible for the payment of
such taxes to the proper government agency after collecting such taxes.
c) Waldec reserves the right to refuse or suspend service under this
Agreement in the event Customer has failed to make payment within the time
specified herein.
3. SCOPE OF WORK
a) Waldec agrees to provide the Products and Services set forth in the
Scope of Work. The parties hereto acknowledge and agree that the Purchase
Price includes only those Products and Services contained in the Scope of
Work. Customer explicitly agrees that it has read and approved Scope of
Work and that the terms contained therein are exactly as Customer has
requested.
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b) Any changes in the Scope of Work, or in Products and/or Services
contained therein, shall be made pursuant to Change Orders executed by the
parties. The Change Order shall set forth the specific changes which are
to be made and shall include the additional labor and material costs, if
any, for the alteration. Customer shall designate, in writing, the names
of all individuals authorized to execute Change Orders. Any additional
charges or credits associated with a Change Order shall be separately
invoiced to Customer.
c) Unless otherwise specified in the Scope of Work, Waldec will provide
all Services during regular business hours, between the hours of 8:00 a.m.
and 5:00 p.m., Monday through Friday, excluding Waldec holidays, the same
holidays as commonly recognized by banks and federal agencies. Work
performed outside of business hours, or the hours designated in the Scope
of Work, shall be charged to Customer at 1.3 times the hourly rate for
after-hours and weekend work performed and two times the hourly rate for
Holiday work performed.
4. FINAL ACCEPTANCE
All Products and Services provided hereunder shall be deemed to have been
accepted, and all outstanding payments shall be due, when all of the following
have occurred:
a) Waldec delivers the equipment, completes the installation and the
system is ready for use.
b) An acceptance test is performed jointly by Customer and Waldec.
c) An Acceptance Certificate is signed by Customer.
5. TERMINATION RIGHTS
The parties shall have the right to terminate this Agreement for any
reason upon 30 days written notice or for cause upon 15 days written
notice, provided the breaching party fails to cure the breach within a
reasonable time.
6. WARRANTIES AND LIMITATIONS OF LIABILITY
a) Waldec warrants that the Services provided herein shall be performed in
a workmanlike manner in accordance with industry standards. WALDEC MAKES
AND THE CUSTOMER RECEIVES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND THERE
ARE EXPRESSLY EXCLUDED ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. Waldec shall have no liability with respect to its
obligations under this Agreement for loss of data, consequential,
exemplary, or incidental damages or loss of profits or for any other
similar damages even if it has been advised or has knowledge of the
possibility of such damages. It is Customer's sole responsibility to
maintain backup data necessary to restore critical Customer files in the
event of loss or damage to such data from any cause. Waldec is not
responsible for Product defects or Product limitations. Waldec shall have
no liability with respect to changes made to Customer's system by persons
other than authorized Waldec personnel. WALDEC DOES TRANSFER AND CONVEY
ALL MANUFACTURER'S WARRANTIES TO ROMAC UPON COMPLETE PAYMENT FOR SUCH
PRODUCTS BY ROMAC OR ITS AGENTS OR ASSIGNS.
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b) The parties expressly acknowledge and agree that a network is a highly
complex system composed of hardware components and software applications
produced by a variety of manufacturers. The parties also acknowledge and
agree that certain defects or malfunctions, unknown to Waldec, may be
present in the hardware or software components of the system. In the event
that such a defect or malfunction is present in the Products provided
herein, Waldec will contact the appropriate manufacturer and exercise such
reasonable efforts as Waldec deems necessary to effect a repair or
replacement of the dysfunctional Product. Customer shall be responsible
for additional time and material charges associated with said repairs or
replacement provided that Customer has been informed of the defect or
malfunction and has authorized said actions.
c) Waldec's liability under this Agreement shall in no event exceed the
price of the services provided herein.
7. SECURITY INTEREST
Customer grants to Waldec a security interest in the Products for the full
amount of the Purchase Price. Waldec warrants that Customer shall acquire good
and clear title to the Products being purchased hereunder, free and clear of all
liens and encumbrances other than a security interest in favor of Waldec. Until
such time as the Purchase Price shall be fully paid, Customer shall cooperate in
executing all documents necessary to perfect Waldec's security interest in the
Products, including any applicable U.C.C. financing statements. In addition,
Customer gives Waldec the right to enter upon its premises, wherever the
Products may be located, for the purpose of retaking possession of the Products
in the event Customer has failed to make payment in accordance with the terms
contained herein. Customer shall be responsible for the reasonable costs of
recovering the Products, provided the efforts by Waldec to recover the Products
are reasonable and justified under the circumstances.
8. HIRING OF WALDEC EMPLOYEES
In the event Customer independently employs the services of any of Waldec's
employees that are engaged in providing Services under this Agreement, either
while this Agreement is in effect or for a period of one year after the date of
this Agreement, then Customer agrees to pay Waldec a fee equal to 40% of total
annual compensation offered said employee within 10 days of employee's
acceptance of employment or contract with Customer.
9. GENERAL PROVISIONS
a) Sole Agreement. This Agreement constitutes the entire and only
understanding and agreement between the parties hereto with respect to the
subject matter hereof and, except as expressly set forth herein, may be
amended only by a writing signed by each of the parties hereto.
b) Severability. If any term or provision of this Agreement is determined
to be invalid or unenforceable by an arbitrator appointed pursuant to
section 9(g), such determination shall not affect the validity or
enforceability of the remaining terms and provisions of this Agreement,
which shall continue to be given full force and effect.
c) Waiver. Any failure of either party to comply with any obligation,
covenant, agreement, or condition herein may be expressly waived, but only
if such waiver is in writing and signed by the other parties, but any such
waiver or failure to insist upon strict compliance with such obligation,
covenant, agreement, or condition shall not operate as a waiver of, or
estoppel with respect to any subsequent or other failure.
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d) Governing Law. Not withstanding the place where this Agreement may be
executed by any party, this Agreement, the rights and obligations of the
parties, and any claims and disputes relating hereto shall be subject to
and governed by the laws of the State of Florida as applied to agreements
among Florida residents to be entered into and performed entirely within
the State of Florida, and such laws shall govern all aspects of this
Agreement.
e) Force Majeure. Waldec shall not be liable for any problems due to
external causes beyond its control including, but not limited to, power
failure, virus propagation, natural catastrophe, fire, flood, or other act
of God, or improper shut down of the Network and related equipment.
f) Notice. All notices required herein shall be in writing and shall be
deemed delivered when deposited in the United State Mail, postage prepaid,
addressed to the respective party's address contained hereinabove or such
other address as the parties may designate in writing.
g) Arbitration. Any controversy or claim arising out of or relating to
this Agreement, or the breach thereof, shall be sealed by arbitration in
the city of Tampa, Florida, administered by the American Arbitration
Association in accordance with its Commercial Arbitration Rules and
judgment on the award rendered by the arbitrators may be entered in any
court having jurisdiction thereof. The arbitration proceedings shall be
conducted before an arbitrator who shall be a licensed member of the
Florida Bar actively engaged in the practice of computer law for at least
ten years. The arbitrator shall award to the prevailing party, if any, as
determined by the arbitrator, all of its fees and costs. "Fees and Costs"
mean all reasonable preaward expenses of arbitration, including the
arbitrator's fee, administrative fees, travel expenses, out-of-pocket
expenses such as copying and telephone, court costs, witness fees and
attorneys'
h) Assignment. This agreement is assignable, in it's entirety, upon prior
approval by The Waldec Group and the Customer.
I) Amendment. This agreement can be amended upon prior approval by The
Waldec Group and the Customer.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
MON-WAL, INC. d/b/a The Waldec Group
By: /s/ Xxxxx Xxxxxx (Sign)
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As: Director of Sales (Title)
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ROMAC International, Inc.
By: /s/ Xxxxx Xxxxxxxx (Sign)
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As: Secretary/Treasurer (Title)
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By: (Sign)
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As: (Title)
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Page 1 of 4
"EXHIBIT A"
[THE WALDEC GROUP LETTERHEAD] QUOTATION
LEADERS IN SYSTEM INTEGRATION XXXXXX XXXXXXX/XXXXX XXXXX
0000 XXXX XXXXX XXXXXX (813) 282-4012 / 000-0000
XXXXX, XX 00000 FAX (000) 000-0000
XXXX TO: SHIP TO:
Romac Romac
000-X. Xxxx Xxxx Xxxxx, Xxx 000 000-X. Xxxx Xxxx Xxxxx, Xxx 000
Xxxxx, Xxxxxxx 00000 Xxxxx, Xxxxxxx 00000
THE WALDEC GROUP CAN HELP YOU MEET YOUR BUSINESS GOALS THROUGH CONSULTING,
TRAINING, LEASING NETWORK/INTERNET DESIGN AND IMPLEMENTATION, CABLING AND
HARDWARE SERVICES.
PART EXTENDED
QTY NUMBER DESCRIPTION PRICE PRICE
SERVER SOLUTION
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25 D4269A HP Netserver LX2 PRO 6/166
-1 Array
-Dual Pentium Pro 166 Mhz Processors
-128 mb Ram
-4x CD Rom
-512k Cache
-6 PCI
-4 EISA Slots
25 D3582C 4 x HP 2.1 gb Hot Swap Fast Ultra Wide SCSI
25 14ES Viewsonic 14" Monitor
25 PILA8465B Intel pro 10/100
25 321-00094 Microsoft Backoffice Server License MOLP-B
25 321-000259 Microsoft Backoffice Server 2 Year Upgrade Advantage*
25 C1526G#ABA HP Surestore 50001 Internal 4gb DAT
25 BENTSERU00061 Seagate/Arcada Backup Exec for Win NT
*2 Year Maintenance available only.
If a purchase order is not required for payment by your company, an authorized
signature below signifies acceptance of this offer in lieu of a formal purchase
order.
By: Title:
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Page 2 of 4
"EXHIBIT A"
[THE WALDEC GROUP LETTERHEAD] QUOTATION
LEADERS IN SYSTEM INTEGRATION XXXXXX XXXXXXX/XXXXX XXXXX
0000 XXXX XXXXX XXXXXX (813) 282-4012 / 000-0000
XXXXX, XX 00000 FAX (000) 000-0000
XXXX TO: SHIP TO:
Romac Romac
000-X. Xxxx Xxxx Xxxxx, Xxx 000 000-X. Xxxx Xxxx Xxxxx, Xxx 000
Xxxxx, Xxxxxxx 00000 Xxxxx, Xxxxxxx 00000
THE WALDEC GROUP CAN HELP YOU MEET YOUR BUSINESS GOALS THROUGH CONSULTING,
TRAINING, LEASING NETWORK/INTERNET DESIGN AND IMPLEMENTATION, CABLING AND
HARDWARE SERVICES.
PART EXTENDED
QTY NUMBER DESCRIPTION PRICE PRICE
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DESKTOP SOLUTION
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420 D3977A Hewlett Packard XM4 Mode 1280 P-133; 1.2 gb; 16mb;
420 1769GS-2 Viewsonic 17GS 17" Monitor
420 MD3647B MPM 16Mb Upgrade
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SOFTWARE AND SOFTWARE LICENSING
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420 X0-000 Xxxxxxxxxxx Exceed Desktop based on per 100 user*
420 3D-300 *Hummingbird Exceed Desktop Upgrade
420 SW-100 Maestro Solo Desktop 100 User
420 021-050V70VL Microsoft Office v7.0 for Win 95/NT Lic MELP - A
420 021-075-MNT Microsoft Office v7.0 for Win 95/NT 2 Yr Maintenance*
420 321-074V20VL Microsoft Backoffice Client Access Lic MELP - A
420 321-074-MNT Microsoft Backoffice Client Access 2 Year Maintenance*
420 Microsoft NT Client
*If Hummingbird Exceed Upgrade required cost is $87.00
*2 Year Maintenance available only.
If a purchase order is not required for payment by your company, an authorized
signature below signifies acceptance of this offer in lieu of a formal purchase
order.
By: Title:
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"EXHIBIT A"
Page 3 of 4
[LETTERHEAD] QUOTATION
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Xxxxxx Xxxxxxx/Xxxxx Xxxxx
(000)000-0000/000-0000
FAX (000)000-0000
Xxxx To: Ship To:
Romac Romac
000 - X. Xxxx Xxxx Xxxxx, Xxx 000 120 - X. Xxxx Xxxx Xxxxx, Xxx 000
Xxxxx, Xxxxxxx 00000 Xxxxx, Xxxxxxx 00000
THE WALDEC GROUP CAN HELP YOU MEET YOUR BUSINESS GOALS THROUGH CONSULTING,
TRAINING, LEASING, NETWORK/INTERNET DESIGN AND IMPLEMENTATION, CABLING AND
HARDWARE SERVICES.
_______________________________________________________________________
PART EXTENDED
QTY NUMBER DESCRIPTION PRICE PRICE
_______________________________________________________________________
_______________________________________________________________________
NOTEBOOK SOLUTION
_______________________________________________________________________
40 241900-008 Compaq LTE 5300 P-133
12.1 Diagonal Screen; 1.35gb;
16mb; TFT Active;
40 242350-001 Docking Station
40 n/a Workstation/Dock Switch
40 213515-002 MPM - 16mb Upgrade
40 110562-001 Compaq Keyboard
40 143315-001 Compaq Mouse
40 1769GS-2 Viewsonic 17" Monitor
40 CC4288 US Robotics PCMCIA 28.8 Fax Modem
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GROSS PURCHASE PRICE, NET OF DISCOUNTS $2,658,034.00
LESS: TRADE ALLOWANCE ($590,000.00)
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NET PURCHASE PRICE $2,068,034.00
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If a purchase order is not required for payment by your company, an authorized
signature below signifies acceptance of this offer in lieu of a formal purchase
order.
By:_______________________________Title:___________________________________
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"EXHIBIT A"
Page 4 of 4
[LETTERHEAD] QUOTATION
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Xxxxxx Xxxxxxx/Xxxxx Xxxxx
(000)000-0000/000-0000
FAX (000)000-0000
Xxxx To: Ship To:
Romac Romac
000 - X. Xxxx Xxxx Xxxxx, Xxx 000 120 - X. Xxxx Xxxx Xxxxx, Xxx 000
Xxxxx, Xxxxxxx 00000 Xxxxx, Xxxxxxx 00000
_______________________________________________________________________
PER EXTENDED
DESCRIPTION PRICE PRICE
_______________________________________________________________________
SERVICE Configuration and Installation Rates
_______________________________________________________________________
Hour NT/UNIX Sr. Engineer $125.00 $125.00
Hour Project Manager $125.00 $125.00
Hour System Engineer $110.00 $110.00
Hour Field Engineer $80.00 $80.00
Each Workstation Install $125.00 $125.00
Each Workstation Configuration $130.00 $130.00
Each File Server Install $120.00 $120.00
Each File Server Configuration $250.00 $250.00
Rates do not include travel.
Configuration is defined as:
Installation of memory and network interface card (where
applicable), and loading of software per customer
specifications.
Installation is defined as:
Setup of workstations and servers. Test for NT functionality,
connectivity and printing capabilities.
Configuration and Installation does not include Unix integration functionality
or testing, nor the removal of the SUN equipment.
Work performed after hours and weekends will be 1.3 times the above rates.
If a purchase order is not required for payment by Romac, International, an
authorized signature below signifies acceptance of this offer in lieu of a
formal purchase order.
By:_______________________________Title:___________________________________
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[THE WALDEC GROUP LETTERHEAD]
ADDENDUM
WARRANTY COVERAGES
ROMAC PURCHASE AGREEMENT
This Addendum is written to clarify manufacture's warranty coverages conveyed to
Romac per Purchase Agreement executed Dec. 30, 1996.
SERVERS
20 x D4269A HP Netserver LX2 Pro- 3 Year On-Site Warranty;
80 x D3582C HP 2.lgb Hot Swap Fast Drive- 3 Year On-Site Warranty;
20 x 14 ES Viewsonic 14ES Monitor- 1 Year Labor; 3 Year Parts and
CRT;
20 x PILA8465B Intel Pro 10/100- Limited Lifetime;
20 x C1528F HP Surestore Internal 8gb- 2 Year Express Exchange;
WORKSTATI0NS
400 x D3977A HP XM4 Model 1280- 1 Year On-Site;2 Year Carry in;
400 x 1769GS2 Viewsonic 17GS Monitor- 1 Year Labor; 3 Year Parts and
CRT;
400 x MD3647B MPM 16mb Memory Upgrade- Lifetime;
NOTEBOOKS
20 x 241900-008 Compaq LTE 5300 P-133- 3 Year Carry-In; Upgradeable to
On-Site;
20 x 242350-001 Compaq Docking Station- 3 Year Pickup; Upgradeable to
Carry-In;
20 x M213515-002 MPM 16mb Memory Upgrade- Lifetime;
20 x 110562-001 Compaq Keyboard- 1 Year;
20 x 143315-001 Compaq Mouse- 1 Year;
20 x 1769GS2 Viewsonic 17GS Monitor- 1 Year Labor; 3 Year Parts and
CRT;
20 x CC4288 US Robotics Modem- 5 Year Card;
By:
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx Director of Sales
Date: 1-15-97
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