UNISYS CORP. EQUIPMENT MAINTENANCE AGREEMENT
RECEIVED
MAR 1 2 1991
Number:
EQUIPMENT MAINTENANCE AGREEMENT '
QT1T1(;,tJiS~:TlVE OF KEEPING YOUR UNISYS EQUIPMENT IN SATISFACTORY AND EFFICIENT OPERATION, UNISYS
CORPORATION AGREES TO FURNISH MAINTENANCE SERVICE ON CUSTOMERS SITE ON THE EQUIPMENT LISTED ON THE EQUIP.
MENT MAINTENANCE AGREEMENT ADDENDUM, INCORPORATED HERIN AND MADE PART HEREOF, IN ACCORDANCE WITH THE
FOLLOWING PROVISIONS:
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Unisys Corporation
R"fe...."'e
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a. PREVENTIVE MAINTENANCE AND
ENGINEERING CHANGES
UNISYS wll prmide preventive mairllC'nancc IUllI pllrt$IO maintain equipment in ~",-'<I
operating rond'lion, Engineering chan~. will be instalkd as delcmlined by UNISYS.
Thcoc ICrvice$ will be provided during such hou~ between 0700 and 2400. Mond:Iys
IIIrough Fridays, excluding UNISYS l'CCOi!nized holidays. IL5 an: within lhe Remc:d~
Maintenance hou~ identiflCd in EQUIPMENT MAINTENANCE AGREEMENT
ADDENDUM. Such Ilddendum may be amended by mulllal agreement with Ihiny Wlys
IlOtic:e of a requesled change. CUSTOMER will allow UNISYS full acc:cu 10 the
equipmcnlto provide the MCeSSar)' maiR\cnancc. subject 10 CUSTOMER'S industrial
aecurity rules,
b. REMEDIAL MAINTENANCE
(I) UNISYS will provide remedial maintenance, as requiRe!. during the clays of the
week and hou~ of the clays identirlCd in the EQUIPMENT MAINTENANCE
AGREEMENT ADDENDUM. All components Ioated ~ the same site and inter.
c:onnecIcd by UNIS YS' signal and power cables. or their equivalent. arc requiml
10 be subject 10 the same designated Remedial M&inlenance houn idenliflCCf in the
EQUIPMENT MAINTENANCE AGREEMENT ADDENDUM. If addirional ma-
chines or componenl5 arc added 10 the equipmentliSlcd on the Addendum. and are
to be maintained hereunder. such additions will be acccplCd by UNISYS aI the
then CUlTCnl mainlenanc:c: agreement rolles.
(2) If CUSTOMER requesu remedial maintenance outside 0( the Remedial Mainte-
nance Hou~ idcntiflCd in the EQUIPMENT MAINTENANCE AGREEMENT
ADDENDUM. UN1SYS shall provide same. subjcclto the availability of rJeld
engilJCCrS, II its hourly rates then in effCCl. Traveltime to and from CUSTOMER's
prcmu.c. will be included in these charges.
Whenever equipmcnt is regularly used o..lside of the basic eight IS) hour period
CUSTOMER agrees 10 purdwc coverage. via the EQUIPMENT MAINTENANCE
AGREE."'.E."IT ADDENDUM. for such "cxtended _ period" coverage (excluding
UNISYS recognized holidays). Once established. an "exlended use period'.' shall con-
tinue for a minimum of three (3) months,
(4) Parts ~ to insure proper functioning of the equipmcnl will be fumi>hcd al
no additional C05l. excluding the pam cost of Series RE piatens, print elcmcms
UN! llIOIOI'S.
(S) Pans replaced under Remedial or Preventive Maintenance become the propcny 0(
UNISYS
c. ATTACHMENTS
CUSTOMER agrees _ 10 employ addil",oal attachments. fcalUrcs. or devices 10 rhe
equipment. make altcralions 10 the equipmenl. or permil the mainlClllnCC of the equip.
ment by orher tlwl UNI~Y~' ~I ",imoot the ",rilleft coment of UNISYS.
UNISYS shall noI be liable for loss or cIamagc 10 CUSTOMER.-.lting therefrom.
and CUSTOMER shall be liable to UNISYS for any service com iN:urrc:d by UNISYS
as a consequenee thereof.
d. FlELD ENGINEERLPIIG SPACE
CUSTOMER will provide adcquaIe working spllCC within reasonable diSWlC'C of the
equipment for use of UNISYS Field Engineering personnel and facililies for storage
and Illfek.ccping of UNISYS propricwy lI\lIintenanc<: and product support materials.
lcsI equipment. and spare pans.
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e. SUPPLIES
(l) Equipment maintenance clwgcs do DOl include the furnishing of supplies (such IL5
ribboas. cards. paper tape. paper forms. or magnetic tape,) Only supplies wltich
meet UNISYS specifICations wI! be used when the performance: or mailllenance
or the equipment may be affected.
(21 Ribbon supplied by UNISYS al CSlllblished prices will be installed frc:c of charge
when other service wort< is being rendered. An appropriaIc charge will be made if
a spcciaI trip is requi~. '
r. OrdER SERViCES
(I) When. in !be opinion of UN1SYS. rewon. or shop SCTVicc is necessary. i\ will be
provided in accordance ...ill; politics and nues lhen c'''TCIltly in effect. based on
the . of the equipment from the inilial s.aIe date and the number or hours of the
day Md clays of the wed; used.
ACCEPTED
UNISYS CORPORAnOH
Innc:tt: froM DJ. C S E
by:'/ ~ . ?r~
FieIll ~ ManaQer
n.>e: /)~)/fl
(2) In addilion lo.he mainlen:ance proviUcd herein. UNISYS offc~ other maintcnance.
unde, separ.lle agreements at applicable cIwgcs, CUSTOMER .....y con!rac'! with
UNISYS for such addiliOl\llI cOvcr.~ or lCNices. .. avail.ble. under wrinCII
a~~cmcnl' CUSTOi IER ~nd UNISYS .~:'CC thai .uch aUdill4>"al """,i.es canno<<
be the subject or. and will not be provi<kd by. an or.1 apttmcnt.
c. CHARGES
(I) CUSTOMER a~n:es to pay rnaintc:1\IUlCC clwgcs upon $ubmissiool by UNISYS of
a correcl invoice lherefor, Invoices shall be submilled on (l( about !be fiBl day of
CIIch period for which 5CfVices arc to be provided. Mainten:ancc ap1:CmCn: r.aIl:S
arc subject 10 change afler the fiB<< billing. to those then in effect aI the time of
each subsequent billing.
(2) This agreemenl may be suspended by UNISYS, withoulnolicc. if paymenl is (30)
clays in ancan. or ICmtinalCd by UNISYS. without noIice. if paymenl is (60) clays
in arrcan. This agrcemcnt may be lCmtirwed by either pany II the end of any
calendar month provided written noli<< of lemIination is liven 10 the other I*tY
at lc>>l (90) days prior to c1ate of tmninatiool.
(31 Any applicable tax will be adclcd to other cllargcs opcciftcd.
I
b. GENERAL PROVISIONS
(II UNISYS machines purcha>ed from UNISYS subsequent to lhe cxcculiool of thi.
agrcemenl will be automatically included in this agrcemcnl .1 the then appliablc
CU=nI rau:s upon expinnion of its maimenancc period under the sak llIrecmcnl.
if any. unless CUSTOMER requests otherwise. The fil'Sl invoice for maintenance
for each machine under this agreemenl willlCl'VC as confinnalion thai the machine
is SO include<!.
(2) The equipment mllS\ be in good operating conditiool 01\ the effCCli"" llaIe 0( thi>
agreement.
(3) Environmental conditions. clcctricaJ requirements and site facilities arc 10 be in
ac:cordancr with UNISYS inslaUation n:commenda&ioas and .pceiflCalions.
(4) UNISYS is not obligated under the ICTTlIS 0( this Apc::emcnl to n=pair cIama~ to
equipment caused either din:ctly or indin:ctly as a result 0( ( I) IlUCIear radWtion
or radioactive contamination uisin" out of the use by CUSTOMEJl of radioaaiYC
maICriaI; (2) accidenl. ncgligcncc:. or abuse. 0( or by CUSTOMER or third panies;
(3) failure of CUSTOMER \0 maintain n:quircd et!virortmcntal conditio=:; {,I}
causes exlema/ 10 the system such as elcetrie power OllClUation or failures: (S I f II'C.
windslomt. the clements. or acts of God; (6) anachment of llOfIUNISYS cquipmcnl
or features 10 the equipment by CUSTOMER or third penies, Such repair will be
rendered only upon specifIC order by CUSTOMER. and after approval by
CUSTOMER of the CSIimalCd chatJcs thercfOC'C.
(S) This agRement shall be effective on the daac accepted and executed by an...thorized
rcprc:seataIivc of UNISYS and is noI uansfenblc wilhout the consenl of UNISYS.
and shall remain in effect until tcnninatal as bcrc:in pr<Wided
(6) IN NO EVENT SHALL UNISYS BE UABLE FOR LOSS OF PROATS. IN-
DIREC'!'. SPEC!AL. CONSEQUENTIAL OR OTHER SIMlLAR DAMAGES
ARISING OUT OF ANY BREACH OF THIS AGREEMENT OR OBUOA noN
U""DER TH!S ....GREEMENT.
(7) UNISYS SHALL NOT BE UABLE FOR ANY DAMAGES CAUSED BY DELA Y
IN FURNISHING OF MAINTENANCE SERVICES UNDER ViiS AGREE-
MENT.
(8) CUSTOMER agrees thai the maintenance and product support materials wltic-h an:
Iocatcd al the CUSlomcr's facility solely for use by UNISYS service penonncl an:
the propcny of and propriewy to UNISYS and shall be removed by UNISYS or
IeIUmr:d to UNlSYS by CUSTOMER. upon licnnination of this ~.
CUSTOMER further agrees 10 treat as confldcnlial and 10 proICCI the proprieury
mainlenlllCe and product support material. or all)' pout thereof. from copying or
cliJcloaurc 10 any pany,
CUSTOMER. BY ITS SIGNA TUllE. ACKNOWLEDGES THA T IT HAS READ
nos AGIlEf.MENT, UNDERSTANDS IT. AND AGREES TO ALL ITS TERMS
AND CONDITIONS.
Name: CITY OF CLEARWATER I DATA PROCESSING
~.p 0 BOX 4748
CLEARWATER,
33518
FL
-Ie: _ Zip:
sheet
CIty:
er:'/..
attached
See
D8te:
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Approved as to form
and eorreetnH-
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City Attorney
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FY OF CLEARWATER,FtORIDA
.y~;(')!z& ""
\ Intenm City Manager
A. ttest: .
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By:
() "ir- \'. AJ M ",
7~"'v----(, ,^ f . A fl-- ( -
u . . City Cl{erk , .' ,
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UNISYS FINANCE CORPORATION
One Unisys Place
Detroit, MI 48232
CERTIFICATE OF ACCEPTANCE
LESSEE OR BUYER
City of Clearwater
EQUIPMENT LEASE OR CONDITIONAL SALES CONTRACT
("AGREEMENT") NUMBER ............................. 80741
SCHEDULE NUMBER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 01
THE UNDERSIGNED ACKNOWLEDGES THAT:
1. The Equipment and products described in the above-referenced Schedule are delivered,
installed, available for use and are placed in service as of the Acceptance Date indicated below.
2. Such Equipment and products are in good operating condition and repair and are accepted as
satisfactory in all respects for the purpose of the Agreement.
3. The undersigned will commence payment in accordance with the provisions of the Agreement,
beginning on the Acceptance Date noted below.
Title: x
jkllVUL- 3q
do 11 fL(\. X\~
(/
L ~ L-< ft.,", ~ Q."\ \ C k n\'f'
\) Cl.", c>- 9 ro c e.j s" ~ f!JCl,NQ3e(l..
} ~ (ffj-
(~
Acceptance Date: x
Authorized Signature: x
Name Typed or Printed: x
;:;',,~ !',.- :)~.-;~~::~ ;:.,~;, .,. :.-
,,.
:~; ,', '. "'-.';" ,.,;. 'a.. . .
-~'~."'f'_ ~ ,(',~ ~ , . .
'. . ISYS
Equiplnent Maintenance Agreem~nt Addendum
)(.
Customer
Unisys CSE branch
'-
C~Tt OF CLEARWATER
TAMPA CSE
Page of
BT number
& 'JOt location (ML)
Maintenance area
10 S. Missouri Avenue
Clearwater, FL 33516
METRO
03500428
ML number
Contract type
!
03500428
J Charges for
, 6aSIC pe,iod
*
Slv\e
Serial numlY=r
Descr:plioo
110166972
340203272
340204114
A6 System Includes:
A6 Central Processor with 12MB Memo
Operator Display
Inbu11t 125MB Disk
Inbuilt 125MB Disk
Inbuilt 125MB Disk
Inbuilt 125MB Disk
SCSI Disk DLP
DC DLP 3
DC DLP 3
DC DLP 3
DC DLP 3
Printer Tap~.DLP
Expansion Cabinet
1000MB Fixed Disk Drive
1000MB Fixed Disk Drive
XSMD DLP 0'"
XSMD DLP
650 LPM Printer
650 LPM Printer
105.00
105.00
A6F
A6FCP 110150331
'1'2712 ODT 343852992
B9493-125
B9493-125
89493-125'
B9493-125
X31,O-90
'X3'78-20
X378-20
X378-20
X378-20
-?,246-97
A"EC
'.
~-;,8-4
MD-8-4
X304-98
X304-98
B9246-7
I:~~'6 -7
*~RAN'1'Y COVERAGE INCLUDES THE
MAINTENANCE FOR A PERIOD OF 12
Drive
Drive
Drive
Drive
.
*
.
.
.
.
*
*
*
.
*
180.00
180.00
*
*
349537738
349540013
BASIC Sx9.,
MONTHS
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-'--'..... "";-~'
,.-Remedial Maintenance Coverage Monday
- Friday
Days of the week covered (excluding Unisys recognized holidays).
'.~ Daily basic 9.hour period: Hours from 0 800 -1 700
, - Daily extended period: Hours from 1700 -Midnight
- Daily extended hours must be consecutive to and continuous with basic period coverage.
~tivedate July 1, 1988 Bilhngmethod Monthly In Advance
570.00
"....
Ref. number
'"' c.\.. ,,_<'
I ,^N~\ \ ~C'VN''::
0.tenoed peri00
-l
70.40 't.~
12.50 ('I'"""
~
12.50 tI"...
12.50<;'~...
12.50-C:~
12.. 40 'C~"
11.70~""~
11. 70 ~~...
11. 70 '(;~~
11.70 eN""
10. 20 -c;~-J
10.56 vN'1
45.00
4S..0~N~
11. 70 ~
11.7
31.50
31.50
Total basic charge
381.76
Total extended charge
951. 76
Combined charges
Ifany portion ofthe basic nine. (9) hour period is before 7 :00 a.m. or after 6 p:m. andjorfor other than Monday through Friday,theadded applicable charges will be
incorporated in and become part of the Basic Period Charges above. Except as herein above provided the Equipment Maintenance Agreement shall apply as written.
~cepted
" .' Unisys Corporation
One Unisys Place
!)etroit, MI 48232
Customer billing address
City of Clearwater
Data Processing
P.o. Box 4748
Clearwater, FL 33518
Bv (\, ~
\~;.....__f' Kh;~~x::
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Branch
Tampa CSE
By (Customer Service Eng!~e~Ma~~) . /'
"".;- {,/7~ ;,..:><,,#.1:.--''------\__-
Date _/ ;' l ,
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Date
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JNISYS
I
Equiprlent Maintepance AgreemJ,t Addendum
Unisys CSE branch
I
TAMp~ CSE
Mainterlance area
;stamer
-"'v OF' r.T.RA.RW1\.TRR
~nt location (ML)
Page
BT number
j S. Missouri.,Ave.
.earwater, FL 33516
Contrac type
Ml number
035
-,Ie
Charges for
aa~ic period
Serial number
Descrip on
,F
:FCP
110169760
A4 System Inclu es:
A4F Central Pro essor
with 12MB Memo
Operator Displa
*
:722 ODT 343853040
;493-125
'493-125
,10-90
~46-97
;78-20
,78-20
)-8-4 340201748
.04-98
-EC 110169430
'-3241-2
334128274
'3244 334702826
..
*
*
*
'if
'if
180.00
..
'if
Inbuilt 125MB D sk Drive
Inbuilt 125MB D sk Drive
SCSI Disk DLP
Printer/Tape DL
DC DLP 3
DC DLP 3
1000MB Fixed Drive
XSMD DLP
Expansion Cabinet
75IPS MAG Tape $ubsystem Inc:
I-BT3241 Single!Controller
I-Master PE/GCRjTape Unit
I-BT6211 2 Chanmel Switch
I
Slave PE/GCR Tale Unit
"Warranty Coverage Includes th Basic 5x9
Maintenance for a Period of 1 Months
445.00
155.00
lledial Maintenance Coverafc M(!)nda:y-s un day
,s of the week covered
iy basic 9-hour period: Hours from 0700 -1600
Jaily extended period: Hours from 1000 -0 100.
(exc uding Unisys recognized holidays).
780.00
657.80
1-
',-
of
Ref. number
.., :OO(\n - \'.00
Extended period p....
-J
89. 70 "\/
,;.'
....
i
2 3 . 50 (....
23.50",<
35 . 96 v"
21. 08 ~...:
2 4 . 18 "V....~I
24.18 '.......
84.60 1
30 ~ 38"" ....l-':
18. 72 ~..
209.15
72.85
Total basic charge
Total extended charge
Jaily extended hours must be consecutive to and continuous with basic periOd coverage, Combined charges
'X:tivedate July 1, 1988 Billingmethod Mon~hly in Advance 1437.80
~, I
3ny portion ofthe basic nine - (9) hour period is before 7 :00 a.m. or after 6 p.m'land/orfor other than Monday through Friday, the added applicable charges will be
:orporated in and become part ofthe Basic Period Charges above. Except as herein above provided the Equipment Maintenance Agreement shall apply as written.
I
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cepted
Unisys Corporation
One Unisys Place
'Jetroit, Mf 48232
Customer billing address
City of Clearwater
Data Processing
P.o. Box 4748
Clearwater, FL 33518
-ch
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Dat~} I
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BY(J ./j ~
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\" /ft~J: It m'i ,'.:z;:::
(Ti~,{
Tampa CSE
:ustomer S~ngin~~~g Mana~)
.0 / _J/ -~-'J
Date
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MEMORANDUM TO:
The City Commission
SUBJECT:
I
IAgenda No.
Meeting Date: 1/7/88
of the
City of Clearwater
Upgrade of Data Processing
Computer Equipment.
Center
Central Processor and Related
,(i,COM MENDATION:
Approval of a contract with UNISYS CORPORATION to upgrade the current B-1955 ~lainframe
Computers with the state-of-the-art A Series Mainframe Computers.
E3 And that the appropriate officials be authorized to execute same.
BACKGROUN 0:
The current Mainframe Computers have been installed for six (6) years and are
currently operating at 95% of capacity. This is 5-10% over recommended safe
operationRl levels thereby leaving little room for emergency, or contingency
operations, or growth. Response times are in danger of aFproaching degradation,
and \,,'ith the City operating t\Jenty-four (24) hours a day, seven (7) days a \..'eek,
this equipment has aged twice the speed of normal operations.
By taking advantage of the new generation of electronic computers currently available
from UNISYS CORPORATION, we can trade in our current }lainframe Systems and renegotiate
a new seven-year lease/purchase agreement for less money than we can add additional
processing capabilities to current configuration.
Replacement of mainframe equipment is scheduled, as Project #8472 in the City's Long
Range Computerization Plan and identified in the ~8/89 Capital Improvement Budget.
Due to the attractive financial offer by UNISYS CORPORATION, it is in the City's
best interest to make this replacement at this time.
The Seven-Year Cost Analysis is identified in Attachment A.
H identify the complete analysis of the p::oposal. Sets
contracts.
Attachments B through
1 and 2 are appropriate
Com;nission OiSDositicn: Fol low-up Action: \
1. Approved 25 Recommended/Re\'ised/Conditional !
2. Cominued to
C'C!t'"
Submitted by: Advertised: CAffected Costs: >.:J At toe h men is: I
Pcrties Funding So u r c e :
Dele: Notified 0 Capital Improve-
I
Peper: of Meeting men; BucQet
I City Manager
I >G Operating Bud;et
I pNol Required )8 Not R~~ujred 0 Oiher
I Originating Deportment: J
I I
i Dc; e 6 Sequeniicl Appropriation Code
;
I Reference Cent:-al Services/Data Processino 565-1-6560-713/723- 0 None
I
I I
590
I
1
U/n2
F"'"'
", "tl
. -' ...
MEMORANDUM To:Q5 8
The City Commission of the City of Clearwater
SUBJECT:
Agenda No.
Meeting Date:
1/7 /88
Upgrade of Data Processing
Computer Equipment.
Center
Central
Processor and
Related
RECOMMENDATION~
Approval of a contract with UNISYS CORPORATION to upgrade the current B~1955 Mainframe
Computers with the state-of-the-art A Series Mainframe Computers.
Ga And that the appropriate officials be authorized TO execute some.
BACKGROUN D:
The current Mainframe Computers have been installed for six (6) years and are
currently operating at 957. of capacity. This is 5-107. over recommended safe
operational levels thereby leaving little room for emergency, or contingency
operations, or growth. Response times are in danger of approaching degradation,
and with the City operating twenty-four (24) hours a day, seven (7) days a week,
this equipment has aged twice the speed of normal operations.
BV taking advantage of the new generation of electronic computers currently available
from UNISYS CORPORATION, we can trade in our current Mainframe Systems and renegotiate
a new seven-year lease/purchase agreement for less money than we can add additional
processing capabilities to current configuration.
Replace13ent of mainframe equipment is scheduled as Project 1'8472 in the City's Long
Range Computerization Plan and identified in the 88/89 Capital Improvement Budget.
Due to the attractive financial offer by UNISYS CORPORATION, it is in the City IS
best interest to make this replacement at this time.
The Seven-Year Cost Analysis is identified in Attachment A. Attachments B through
H identify the complete analysis of the proposal. Sets 1 and 2 are appropriate
contracts.
Commission DispositiQn:
1. Approved as Recommended/Revised/Conditional
2. Continued to
Fo'low-up Action:
dOl'
Paper:
CJ Affected
Parties
Notified
of Meeting
Costs: _ ~Attachments:
Funding Source:
CJ Capitol Improve- ~ttach. A - 7-yr.
ment Budget Cost Analysis
. ~ttach. B-H ~Analysi
J{!J Operatll''Ig Budget of Proposal
CJ Other 5ets 1 & 2 -
Contracts
Submitted by:
}..,.;. ~~-tJ; z:
;.Jlnter~m
City Manager
Advertised:
Oote:
-QNot- Require<1
~ Not Required
Dote b ~equentiol
Reference
OriQinotinQ Department:
Central Services/Data Processin~
Appropriation Code
565-1-6560-713/723-
590
o None
,\(1 F/A4 Jo'
:1:\ I N'J'I~Ni\NGE
SUFTWARE(5)
I'SA
-,
TltAINH1G
lJt:I.! VEKY
'.lIm r A
TOTAI.S
SUI'I'OWI'
"'UNCIl'AI,/IN'I'. .
H.91.
1/8~-7fry
'6'8!~ft
'lit. 1
~583, 217.63
~32, 567 .04
UiD,905.GO
~o ,598. OQ .
15,000.00
6,OOC!OO
1,700.00
~850 ,047.6;)
, '-----..,,--------
$ 32,567,04. '
'. '
123,397.6>>
$155,964. n.
Ab/A4 1~1. of
VY 19U1/8U .899
-
IIUUGt::'I' 1o''{1 9U7 /88
19K1/8U
I'IUN/ INT.
SOFTWARE
NAIN1'.
$ 64,651.60
19,164.00
U9,45~i. ?~
$173,472.7'.!.
. .
7 te1 - ? /) 0 A6~/Mll
~ ~ ).110 Cf:09:\
YR. 2. / 'II{: 3
$ 4 ~ 6 go. $ 5 \ J 0 ~~
50,075.04 55,082.54
I '- ':'\ ~ 0".~~
. (\. . ., '.
\ ",l c.., \ 1 lA 1,1 ""_. I ...,
. ylUl.
,5 'Ill. ANALYSIS
'C ;l~
".~3h~
YR. 5
$ S'\I ~ S'\
66,649.e7
q'b c,~
'In. 4
-
$ 5$'1 \ ~rl
60,590.79
'1 s / '?,
1l.fIC}S
'IlL 6
YR. 7
$ 6'1, ~?.3 ~ bq, Y b"
73,314.86 80,646.35
<_~0,905.00 !
15,2~9.00
\q I \ Y 3
15";299~'OO
\5\9fJ
I '
15,299.00
-
2.1.!) b1~
J
15;299;00
Ibl '-[ \'2.
15,299.00
\1;11. S"
I
$ 50,075.04 $7Q, lIB. 54 $ 75,889.79 $ 81,948.87 ~69,518.86 $ 95,945.35
~C:.115~ ~\ SSq 11,?-~'1 \ ~ '-\~ 1 0 q() \ "-l ~oc
I I J
$ 50,Q75.04' $ 70,381,54 . $ 75,689.79 $ 61,948.87 $269,5J8.86 $ 95,945.35
, /
123,397.68 175,056~00 175,056.00 175,056.00 17 5 , 056 . 00 175 ,056.00
$173,472.72~ $245,437.54 $250,945.79 $257,004.87 $444,574.86 $271,001. 35
1.00 1.4148 1.4466 1.4815 2.5627 1. 5622 ~"
\'-1 S68/ ('l(l r-l
I
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(
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.
UNISYS
CITY OF ~'ZATER
'I
/1/7: 8
1'O:ll'H4Y CASH E'ID'i h"I'ni OOAL 1955's
General 1955 Payment:
.Safety 19S5 Payment:
General Software:
Safety Software:
General r-'~intenance:
Safety r-'~intenan:::e:
$ 3,964.74
1,439_\66
854.00
743.00
5,72e.99
1,733.67
Total Monthly Cash Flow: " $14,456. 6
. \
Total Yearly Cash Flow: $173,472. 2
Payoff
k:cotmt No. Date Pa . t
4172772 02/01/89 $ 3 964.74
417285 02/01/89 1 439.66
TOl'AL $ 5 4(34.40
u/nta7 Prin::ipal
$ 56,235.1.5
20,418.8G
" $ 76,653.95
.~ iI
I
I
.
UNISYS
A 77: C.
CITY OF CLEARl~TE:R
KDEL I
OPTIOO WI'ffi CMS, SOI?"l"h.~ INS'l'AUATIOO,
5 !FAR ~ LIcmsE
Cost at 8.9\ Interest: S821,28~.53
Year: 1 1",283.14 '" 1.1. :. I J..3J 3 ~7, ,g
Year ... 1",283.14 'f.../ J- : 1.4 3, 317.Gt
.
Year 3 14,588."" ? - J7 ( (; ).6.
X. Ii?' .
Year: 4. 14,588."" )<./:-: 17{()~b.
I
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Year 5 14,588.30 'f./;": /7),01(,.
Year: 6 14,588.00 ;x. 11- -: ,7) G rD.
.
14,588.00- Y. 1.2 /
- I 7 l 0 Sb,
Year 7 -
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aoueua~ulew 91 x 5
le.lau~ ^l~UCW pa~ew1~sa
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1171: f
.
UNISYS
CITY OF cr..F.AI&iATER
GEHE:RAL SYS"fDo{
5 J: 16
Style Description 29::. Price Maint.
A6-F A6F CPU 01 $145,03(3 $ 39".40
T27 ODT
12 ME Memory
B9493-125 DisK Drive 02 20.033 125. m~
Inbuilt 125 ME
X310-90 &:51 Disk OLP In 5,00" 75.40
X378-20 OataCcmn DLP III 04 33,600 202.80
X246-97 Printer/I'Ape DLP 01 5,000 44.20
A-a: Expansion Cabinet 02 30,00G 117.12
MD8~4 10130 MB Fixed 02 65,000 457.20
4 Drawers Single
Port
MD8~ cable Terminator 02 15" N/C
Kit
X3"4-98 XSMn nr.p GJ2 16,0"0 U7.40
650 LPM Printers n 10,5"0 266.50
BT3241,.2 75 IPS lxBT with In 75,745 654.15:
2 01anne1 Switch
SUbsystem
Package- and 2 DLPS
includes:
{ll BT3241 Single
Controller
{ll Master PEI.OCR
75 IPS
(I) BT6211 2 Channel
Swi 1:Cn
BT3244 Slave PE/OCR Drive In 22,425 227.85 ,A...
75 IPS rv
A6-F General System
5 Year 3 Year M:.x1thly PSA
Style Description Lic:ense License Lic:ense 1
A6 ASl AS Software $ 39,025.00 $ 27,317.50 $ 790.00 $ 2,973.00
Package 3 I'?" 2 _ 0,':) jJ~
A6 ASF System Softv.'are
Facility
A6 IOC Interactive OC
Configuration
A6 NDL NDL 1 I
A6 0:::0 OC/DLPFi rrt1Itar e
A6 CDE C.l\NDE
A6 tx-12 Data Manage:nent
System II
A6 C74 CDBOL 74 6,175.00 4,322.50 125.013 471.1313
*A6 OEM E-Mail 12,0013.00 8,400.130 400.013 9613.00 ~
**OW4822 AS/B20 695.00 695.00
(Xo1S Interface
A6 RP3 ~porter 24,700.00 17,290.00 500.00 1,883.00'~
A6 OR3 '-on=tlne-Reporter 4,690.00 3,283.00 95.00 363.00 Ji?
A6 OE2 OOESY 14,820.013 llil,374.00 300.00 1,130.00 ft
A6 012 OMS Inquiry 5,925.00 4,147.50 120.00 457.00
A6-ror Cans Total 21il,255.00 14,178.50 410.013 1,547.1il0
A6-ERG ERGO 10,865.00 7,605.50 220.00 834.00
A6-DMI' OM Interpreter 3,950.00 2,765.00 80.00 309.1il0
A6-0BA Data Base 5,185.00 3,629.50 105.130 404.013
Analyzer
A6-PLS Poll-Select 2,470.00 1,729.130 513.00 202.00
*Less une:xphed license 5,S99.S9 5,S99.S9 $2,793.00 $11,533.00
-,$145,755.S9 $199,737.58 \ '-\ J I \ 00
\ , J '''' \ .
~~ )qs,~
**One-Time License Fee'
I
I
.
UNISYS
I
A4-F Safety System
Style
A4 AS
A4 ASF
A4 AS
A4 ALG
A4 ALX
A4 BND
A4 A.'1D
A4 MR:
A4 UTI.
A4 WFL
A4 XAN
A4 roc
A4 NOL
A4 rx:o
A4 CDE
A4 DM2
A4 o::rr
Descriptioa
CITY OF ~:ATER
~
5 Year
License
AS Software Package $24,505.00
System Software
Fad li ty
M:P /kivanced Systen
ALGOL Ccmpiler
OC ALGOL Ccrnpi ler
Pt:~am Binder
A4 Mict:ocode
Menu Assisted Resou-cce
Control
Utilili ties
WOrkflow Language
Cross Reference Symbolic
Intet:active OC Config.
NOL 11
OCO/DLP Fionwa-ce
CANOE
Data ManagE!nent
System II
Cans Total
1~,645.09
$35,150. "9
3 Year
License
I
Jt77~~
M:x1th1 Y
License
PSA
1
$17,153.50 $ 725.09 $;:,699.00 LI\'~~
~ 2 <6 Iq \
7,451.50
$24,605.00
315.90 1,1IJ76.~0
$1,040.00 $3,766.09
'ia3 \.)0
~I..\, ::)\..\'7
~ ' 'rCl
'-~ ... .l. '-A;
7 x ,18
Style Des.--ri ptiCXl Qty. Price Maint.
A4-F A4 CPU 31 $ 55,33G 319.70
12 MB M:!rory
T27 ODT
B9493-125 Inbui 1 t 125 MB 32 13,000 147.00
Disk Drive
X313-93 SCSI Disk DLP 01 5,033 - 93.96
650 LPM Printer. 31 113,500 332.10
X246-97 Printer/I'ape DLP 31 5,330 55.08
X378-20 Da taCcrnn DLP II I 32 16,80fJ 126.36
MD8-4 1300 ME Fixed 31 32,50fJ 264.60
4 Drawers
MD8-C'l' Cable Terminator Kit 31 150 N/C
X304-98 XSMD DLP 01 8,0013 79.38
A-E: Expansion Cabinet 01 15,3013 66. 72
$157,95fJ $1,484.90
I
I
I
I
--
5 E-r l'
INSTRUCTIONS:
t. PlEASE TYPE ALL INFORIolATION. and siOn Wit" tlaII _t _, ~......t be leQoble on FlUng Ollie., Coplea. .) "~ 7i -{ 2
2. CotItect Filing 0ffIc. lot ,.. _. 01 8ddit_ IIIlomleliOll., c.. ...J ...J
STATE OF FLORIDA
UNIFORM COMMERCIAL CODE - FINANCING STATEMENT - FORM UCC.1 REV. 1981
THIS FINANCING STATEMENT II preMftted 10 I flUng officer for filing purauanllO tM Uniform Commerc'-l Code:
SeaaiDol. "01lD UCC-l
DEITOR ,....1 NwM Firat I' . ~I
NAME City of Clearwater
1A
IolAlUNOADDRESS 10 South Missouri
THIS SPACE FOR USE OF FlUNG OFFICER
Del., Tlma. Nu_ , FlllnQ 0ffIca
CITY Clearwater
..
i IolUL TlP\.E DEBTOR
II: NAME
t
Ul 18
~
z IolAIUNO ADDRESS
Ul
~
> CITY
~
Z
0 MUL TlPLE DEBTOR
NAME
1C
MAIUNG ADDRESS
. CITY
STATE FL
33516
(IF ANY)
(....1 NwM Flrallf. ~I
STATE
pF ANY)
eLMt NwM Firat If. ~I
STATE
SECUAED PARTY (....1 N_ Firallf . ParaoIlI
NAIolE Unisys Finance Corporation
2A
IolA'UNO ADDRISS One Unisys Place
.
CITY Detroit
IolULTlPLE secURED PARTY
NAIolE
STATE HI
48232
(IF ANY)
II.Mt _ Firat If. ~I
28
MAIUNG ADDRESS
AUDIT
UllOA TE
CITY
ASSIGNEE OF SECURED PARTY
NAME
STATE
(IF ANY)
(lMl N_ First il . ParaoIlI
VAUDAnONINFORMAnON
3
MAILING ADDRESS
CITY
STATE
4. TIli.'FlNANCING,STATEIolENT e_ -101I-o Iy_ 01;'- Of ~ ,__fIMcnII_ 01_ ~ on __ '-_
MI/I 0_'" 0' __ _ ~ If IIlOIa .-,s raG....... _ __ _...,- . II'.
.
See schedule
accessories,
thereto.
'A' attached hereto and made part hereof and all
additions and attachments now and hereafter attachE
5. PfoeHd. 01 eoUal_ era c_..a plOYlclad III Sac:IlOll. 879.203 _ 879.301. F.S.
6.
8;
Fllad wllft:
(C_. C) C All clocu",..uary .c.np _ clue and __ or 10 baComa _ and __ _t IQ Sac1_ 20'.22. F.$.. "- -. paIcl.'
o FIOIi.,. Ooc:uINfttary S~ Tax i. IlOt raGU'"
9. Thi...._li.f1laclwjlllOul_claOloI'..ig...lU...topwt..:UMCUlilylllt_in_ 0- C ,'.... 10. CC'-k:: ilSOI
D "'aCy .ulljec:IIO . .8ClIIi1y 111_1 III __ jutiadle_ _ il _bIougllt '1110 l/lia ...1. 01 _.".. C ~OI i. . I....amilhllg ulilily
loe.loII cIIMOecllO Ill.. -.. X Pnocluc:t. ot eoue_ era C_
I 7. No. 0' 8dd11~ $/l..I.II.......lad:
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Ul
II:
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.
o wlllelll. p_ ot Ilia 0ItQ..... COli.... -'lIacl _ ill w/IIcll . -..my .11I_ _ partactacL
[J .. 10 wlllell 'Ilallll"ll_ .......
o acquiracla"... cJ1M9a ot _ _"ly, 01 c-. .ltUClura ot ilia
r-'l _ . ,..., __
1 WGNATURElSl OF DEBTOR($)
Attached 10 Lease Schedule Number
01
tEl"Equipment Lease Agreement Number
5
~ral Kar~r.
Safety !1uMre
~ota1
~
~~
8ubt.otal
-
5 Tun ~ral
Sof~:. t.i08:l.M
5Tean Sa!fty .
Sott.re L1om\M
.. ."
.,
!ubt.oW
~,182.J3
I
~r5JI..
1,HI._
, elL.
'2 Year. PSA '. I
'%'raining
Optional Soft'4re
ItWtallBt10n
!)ell very
'.t1u~ ~1. 0ia1:~
IfO'l?tL
.11I..
....
"2 ,281.53
~R:
LESSEE:
TTTLE:
City of Clearwater
sv:e
TTTlE: e
OATE:e
UNISYS FINANCE CORPORA~~9N
BY:
DATE:
Unis~'s Finance Cor;x>ratton
:;,-. '. i-:~':Jc... :.~. :.:-
I
I
'I
\1
SCHEDULE A .
EQUIPMENT DESCRIPTION
Attached to Lease Schedule Number 01
under Master EquIpment Lease Agreement Number
i~"
.H.. ft......
ItYt. . o.=iJll:iCID ~ PEu.
M-I' alii CPO 11 t145,1II
m em
U JIB MIdDcy
.9493-125 Di.~ OCi.. ~ 21,11'
IdNilt 125 tIS
101f-t. ESt Dl.k tr.P 11 5,11'
X3'I-2I ~ a:.p. 111 M 33,61'
X246-97 ~lntet~ Dt.P 11 5,tH
A-Ie lIcpaMion CablDK 12 31, HI
JlC8-4; 1111 JIB tis.s. 12 15,...
. Dc.... 11DJ1.
~~
LESSOR:
LESSEE:
UNISYS FINANCE CORPORATION
Citv of Clearwater
BY: __ '/...
TITL~{
DATE;~.
BY:
l1Tl.E:
DATE: ___
~
I
.9,( 'ill ,9CL(X '... _O~
UOH1:!JodJoQ ClOUeU!:1 S.(S!Un
r-. e=3lVa
" _ =3'J.Jl
i- __ :AI
=3lVO
=3,J.JJ.
:AI
~a+e~~eat~ ~O A+~~
NOllVl:lOdijOO 30NVNI:I SASINn
=33SS3'
:ijOSS31
It,'8Ztt
SOl SL
Sl;'U tI 8A l10 CQ/".I4 ~S tttt.L8
~ l"8
t~ t ttt~ (t)
S4I ~L
lQ) I:W ~WW(t)
2ett02~
-t6ol1 tttt.- (t)
1-.;1\ t:1Ul
S4'1Q t putt ~.,..
~1Mqr\S
~P'8, t~ ~
StL'SL 'tI ~ l" JaXt, Nl SL Z-tttt.L8
lti~.t 'II .2~114 Wc!'1 fi'
IH'91 tI cna GEX 86-,ea
~lX
fit tI ~.a~ etCl'lQ ~
W:;.r.S}i.S 'IV~:;N:;~
to
J8qwnN CllnP840S K881 Ol P8t4oe~v
J8qwnN lUaw.,e-,. 9S881luawd!nb3 J8
I
I
SCHEDULE A
eQUIPMENT DESCRIPTION
01
Attliched to Lease Schedule Number
o.cripticm
MOO
12 fIB Mla)ry
'l'27 OM
'. 19493-125 InbUl t 125 ..
Diak ~1 ft.
10;"1-91 . .siI Disk tI..P
~le
M..!'
X246-97
X378-2'
f1C8-4.
MD8-C'1'
under Master Equipment Lease Agreemen~ Number
~~u hlll"-'
ZI:. ~b
11 . 55,'11
651 UIM Pli.atE
"
Pr1ntet~' tLP .~f'
o.taC- txR' 111
1_ .. Plxa!. .':,
.. . Dtawet... ...~~' -,
~. ~ ti~ Il~o, :'0, .. 15f.
...
. ,II'
'- . X3f4-91 _ - ISMD' tu
~,
. 11.
11
15,_
.157 ,9Sf .
;.' ...;....s: . :-. 0 ..~ CabllWt
. . . -- -.....~.
LESSOR:
.'
. ...., ~ -.- ~ .:.
.-, .J...
.~ r'o.
..
"
LESSEE:
UNISYS FINANCE CORPORAnON
City of Clearwater
BY:
BY:,e'{
TITLE: ~
DATE: e~
TITLE:
DATE:
Attached to Lease Schedule Number 01
under Ma ter Equipment Lease Agreement Number
J.6-F General Sywltam oftware Fees
SYler
~ 088cri tJc:awe
1.6 ASl ASSofblar $39,925.'"
PaclcaCJe
A6 ASP' SyaUin So
!'acUity
1.6 ItC Intetacti
Confi 91Jr at!
A6 ,NX. NOt, II
AS rx::o OC/tX.P 1'1 e
1.6 ~E ONcE
1.6 t'H2 Oata. t
Sywtam II
1.6 C74 (X)BO[. 74 6,115.'"
*1.6 OFM E-Mail 12,"99.'"
**044822 ASla29 695.""
Cl'\S Interf
LESSOR:
LESSEE:
UNISYS FINANCE CORPORATION
City of Clearwater
BV:
BVe
TITLE:e
DATE:e
TITLE:
DATE:
Unisys Finance Cor;>o"ation
=-:--.....: :;.:,:.:,c.~. ~t-. :. ~~
I
I
I
I
SCHEDULE A
eQUIPMENT DESCRIPTION
Attached to Lease Schedule Number
01
under Master Equipment Lease Agreement Number
A6-7 Software Fees Continued
1.6 lIP3 Aeporta1: 24,7"."
A6 0R3 Q\-tine ~rter .&,691..
Ai 0!2 CDESY 14,121.18
A6 012 0t1S InqlJi~ 5,925."
14S-c:Yr C=a Total 2g,255.g~
A6-DC DOO 1~,86S.g9
A6-r:Mr OM Interptete1: 3,951."
A6-DBA Oata sue 5,185.""
Analyze!:
A6-PLS: PoU-5eI8Ct 2,."'."
- -.- er.- ~~1.~aS u--- 5._..
- , , ~. ..... -. tI65,~..
.-
. . "
**One-'l'1ne t.ieenae !1M
LESSOR:
LESSEE:
UNISYS FINANCE CORPO~AnON
City of Clearwater
TITLE:
BY: __
-rrrlE:e,
OATE: _
BV:
DATE:
Attached to Lease Schedule Number
LESSOR:
UNISYS FINANCE CORPORATION
BY:
01
under M ter Equipment Lease Agreement Number
M-P Safety Sys1;.m Software Fees
~1.e
A4 AS
UAS!'
A4 ~
A-tM.G
1.4 ALX
A4 1!ltI)
A4 >>m
1.4 M1C
M OTL
1.4 W1"L
M )tAN
A4 me
1.4 NOL
1\4 tx:O
A4 CO!
A4 a-a
A4CC11'
~i
s~~
tJCIImIIe
AS sotbla . Packa;e $24 ,sgS. 99
Systetl ftwce
l'aeility
PCP
wxx.
tC ~ ilK
Pxoqram inde~
A4 Mia
Menu Ass .tad PlllIOurce
Control
otililit ..
Wotkflow Language
Ctoas !te erence Symbolic
Interact va OCConfig.
MX, 11
OCO,ItX.P i ImoIBte
CANOl:
Data cent.
System I
~1
LESSEE:
19,64S.."
$35,159.119
, City of Clearwater
By:e
TITLE: _
OATE:e
TITLE:
DATE:
Unisys Finance Corporation
I
~:..-....: 3:~.-::.~ "to. : e,.
I
I
I
UNISYS FINANCE CORPORATION
LEASE SCHEDULE
(State and Local Government Financing Agreement)
EQUIPMENT LEASE AGREEMENT NO.
DATE OF LEASE AGREEMENT: December 18, 1987
LEASE SCHEDULE NO. 01
DATE OF LEASE SCHEDULE: December 18. 1987
LESSEE: City of Clearwater
1. DESCRIPTION OF THE eQUIPMENT:
Sly'e
i See
!
I
DHCriptioft
of Unit. of Equipment
Monthly
Rent
Serial Numbers
(If .nil.ble)
Quantity
I
I
i
schedule 'A' a~tached
I i
I I
I
! I i
, I
i
r :
i
I i
I
i ,
,
j I
I
I
I
I
~
,
, I
i
I
I
2. EQUIPMENT LOCATION: 10 South Missouri
Clearwater, FL 33516
6. DEFERRED INTEREST INCLUDED IN TOTAL RENTAL PAYM NTS: S 300.795
7. SECURITY DEPOSIT: $ None
8. 'TERMINATION CHARGE:
9. THIS SCHEDULE AND ITS TERMS AND CONDITIONS AR HEREBY INCORPORATED BY REFERENCE IN THE
ABOVE EQUIPMENT LEASE AGREEMENT. LESSEE PE MITS LESSOR TO INSERT SERIAL NUMBERS OF
EQUIPMENT WHEN DETERMINED BY LESSOR. THE EQUIP ENT LISTED IN ITEM 1 DOES NOT INCLUDE SYSTEM
SOFTWARE OR OTHER PROGRAM PRODUCTS. ANY SUC SOFTWARE OR PROGRAM PRODUCTS SHALL BE
SUBJECT TO A SEPARATE LICENSING AGREEMENT BEEN LESSEE AND UNISYS CORPORATION.
MONTHLY PAYMENTS IN ADVANCE
Months
Monthly Payments
1-12
13-24
25-84
$10,283.14
10,283.14
14,"588.00
LESSOR
Accepted as of the date of this Schedule at Lessor's principa
place of business in the State of Michigan set forth below:
UNISYS FINANCE CORPORATION
By
(Signature and Title)
(Address)
I
LESSEE
City of Clearwater
Bye
By
(Signature and Title)
(Signature and Title)
(Must be signed by official duly authorized to enter into
Lease on behalf of Lessee)
I
I
I
SCHEDULE A
EaUIPMENT DESCRIPTION
Attached to Lease Schedule Number 01
under Master Equipment Lease Agreement Number
5 DU _..... u,~
wrm eMS ., 101. ..tAB ~aI
a.n.ral KarctAre
Satety Hardware
SUbtotal
'428,421.N
157, 9Sf .n
586,3711..
5 Year. a-wral
Softwa:. Lieeoae
5 teu- Safecy "
Software tJ~
SUbtota1
- 7f,766.32
76,653.95
583,277.61
1.&', 1!!~.
tea
P1~ ~f
SUbtotal
.'
. '.
35.151.11
. . ,",182,63
2 t-.r.. PA ' .\
~aiftin;,
Optional Softwar.
ItWtalIat1.on
t>>llvcy
~1_tec5 MIdi. 0'la1:~
~
. '.31',591..
1S,III._
3,'eI.A
f,III,1I
1.'''.11
"21,281.63
LESSOR:
LESSEE:
TITLE:
Ciiy of Clearwater
By:e
mu.e
DATE: .
UNISVS FINANCE' CORPORA nON
BY: .
r'\"~.
Attached to Lease Schedule Number
01
under M er Equipment Lease Agreement Number
.v
.H.
ItY1a c.cxipt:1CD ~
~p 'Yr CPO 11
m em
UMB~Y
B9493-125 Diak od- ~ 21,111
Inbuil t 125 MB
1311-" B::St Dlak a:.P 11 5,lfl
1378-21 Da~ DLP 111 M 33,611
1246-91 pdntettrJ.;le lX.P 11 5,111
~!C IKparwion Cabinet 12 31,'11
t084 1118 fIB !'lxecS 12 65.H'
4 Dtawet. Single
Port
LESSOR:
I LESSEE:
UNISYS FINANCE CORPORATION
City of Clearwater
TTTLE:
By:et
TITL~ "
DATE:_"l
BY:
DATE:
Unisys Finance Corporation
1"......, He 3lI31CllJ "Ie. 3.t ~
I
I
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I
. . .',.
.. .-.--- --", ._~ --. .-.~ _.'--
SCHEDULE A
EQUIPMENT DESCRIPTION
Attached to Lease Schedule Number
01
under Master Equipment Lease Agreement Number
GENERAL SYSTEM CONTINUED
tI:)8-C'l' 0Ib1e !llmiaatoc G 151
lit
13"'.9' XS1D DLP 12 1S,H'
151 tal Pr1ntKa 11 11,511
B'1'3241-2 75 IPS 1dr vi th 11 75,745
2. a.m.l, Mtcb
~WI
Pllc:ka;e ri 2 tX.PS
1ncl~J;
(ll B'f3241 lingle
~ol1ec
(ll MaRc PIt CDt
75 IPS
(1) !ft't2U 2 a.m.l
Iwttcl\
802" 11aYe P&tt3CR ~i_ It U,.2S
75 tPS
. ..... ; ,.
tot ,42'
LESSOR:
LESSEE:
UNISYS FINANCE CORPORATION
City of Clearwat~r
__I'
BY: 'I..,
. TITlE: __ 'J-..
BY:
TtTLE:
- I
01
Att.ched to Lease Schedule Number
DlillCClpt.icm
MOO
12 MB MDOry
'1'27 CD!'
. 99-'93-125 IDbiu11't 125 ..
Di.k Dd...
8t;Y18
1.4-1'
7 . .'
.'; .:......
X311-9I . .sCsI'D1ak tu
651 .tJlM PI: ~.ntE
"
X246-97
X378-2I
!C)8-4
. , .
MD8-C1'
X314-98 _, DHO tx.P
. \~~:
. .",,=,
pdntet /rape tx.P .:
OataCl"IIftII'tJ[.p III
lilt HB Pix.s _-~::
:r .
4 Dtawu. :.. :..: ..
~. '1'cmina'tar tit
..'
.,,:
- _ ~::,' ':.:..la-!C - ::.': J:x.-n~ Cab~lWt
LESSOR:
: ~~...
. ,J', ~1..~:' ~~::
".~ ,..
UNISYSFINANCE CORPORATION
BY:
under M er Equipment Lease Agreement Number
'U~H,
Z%:. Pl::u.
11 . 55,111
12
1.,11I
11 - .5.11.
11. 11,51B
n 5,HI
82 '. .16,."
.-
n"" ;. 32.'" -
..~ :." .
~." .,;.
11 ~. :..
11
n "'
TlTLE:
DATE:
Unisys Finance Corporation
I
." . ..151 .
. .1,11'
15,_'
'157, '51 '.
. '.
,..'
LESSEE:
Citv of Clearwater
BY:.e \,
TlTLE:__'"
. .'
DATE: ':'-..
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...
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I.
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i
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SCHEDULE A
EQUIPMENT DESCRIPTION
Attached to Lease Schedule Number 01
under Master Equipment Lease Agreement Number
A6-r General Sy.tsD Software Fees
style DMc:%i~CD
A6 ASl AS Sof~e
Pac:lca9-
AS AS!' System Softwa~.
Facility
AS' me Interactive cc:
-_..~_.- Oanfiguration
1.6 !IX. lIX, II
-. -.- .-- M t:Q) D:/"C)t.P ?1 rttWare
A6 ~!: ONCE
--~-. U r:M2 Data Management
-'- Systa'D II
---- U' C74 a:>BOL 7 <l
-1.6 0lM &-Mail.
- -...~822 ASle2f
a1S Intetfaoe
"
LESSOR:
UNISYS FINANCE CORPORATION
BY:
TJTLE:
CATE:
5Y.-
r,~
$ 39,915.9a
6,175.GN
l2,Qg9.g9
695.lg
LESSEE:
City of Clearwater
By:e
TITlE: __
CATE: __
Attached to Lease Schedule Number
01
- -
under Ma ter Equipment Lease Agreement Number
A6-7 Software Fee Continued
AS JP3 Ieporter 24,'".11
A6 0R3 On-Line 4,699.'"
A6 0E2 CDESY H,82'.18
A6 012. 5,925.'"
A6-car CatI8 Total 211,255.;'
A6-ERC ~ 19,865."
A6-tl'fl' 3,958.91
A6-OBA S,18S."I
A6..pt,.S Poll-Sel 2,471."1
*LBBe ~tnd 1 5,_..
lI'S,755."
**One-T1me t.1 oenae
LESSOR:
LESSEE:
UNISYS FINANCE CORPORATION
City of Clearwater
TITLE:
By:e
TITLE: _
DATE: e
BY:
DATE:
Unisys Fir,ance Corpo~ation
F:'- tl\;t,: 3:~~~ ~.\ 3 e"
~
t
I
,
I
SCHEDULE A
EQUIPMENT DESCRIPTION
Attached to Lease Schedule Number
01
under Master Equipment Lease Agreement Number
M-F Safety Sy8~_ Software Fees
SY..
t)eM:t!pt!.ca L1~
AS sotblare hc:1caQ8 $2~, sqs. Bra
System Softwue
hc:ility
!Cp/)dvancec! SystaD
WXL eaapilet
tx: AUXL, Caapiler
PEoqram Binde~
M Microcode
J1erN Aui.tee! !'e~uroe
ccm:rol
otilili ti..
Wotlcflow ,t.anquaqa
cross MfEence Symbolic::
Interactiw.tx: Confic;.
M)t, 11
tC)~ riJ:l'DA1:.
OlCS'
Data ~-.nt
Systsa II
At em Ccms Total
!tY1a,
1.4 AS
1.4 ASr
MY
MALG
". At.X
M BND
A4~
M- MlC
MOTto
A-l ~
MDN
U.IOC
A4:,~
Mta).
M-~&
'.'A4~
L.ESSOR:
UNlSYS FINANCE CORPORATlON
BY:
19,64S."
$35,159.11
lESSEE:
City of Clearwater
BY:_
T1TLe.e
TrTLE:
......... .
VII'I;:; VIII~Y';' rla\",o'l;:;
Detroit, M I 48232
Re: Equipment Lease Agreement No.
Gentlemen:
This confirms and affirm~ that the Equipment
referred to above (the "Agreement") is essential
service we provide to our citizens.
Further, we have an immediate need for, and e
all such Equipment, which need is not temporary or
Such Equipment will be used by us only for the
governmental or proprietary functions consistent
Specifically, such Equipment was selected by us t
escribed in the Equipment Lease Agreement
to the function of the undersigned or to the
pect to make immediate use of, substantially
xpected to diminish in the foreseeable future.
purpose of performing one or more of our
ith the permissible scope of our authority.
be used as fOllOwSe
The estimated useful life of such Equipment based upon manufacturer's representations and
our projected needs is Seven Years
Our source of funds for payments of the rent due under the Agreement for the current fiscal
year is
We expect and' anticipate adequate funds to b available for all future payments of rent due
after the current fiscal year for the following reas ns: e
I
ery truly yours,
Cit of Clearwater
Lessee
-
(Signature and Titl~)
Form No, 3029608 ~ev 7,87
I
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BURROUGHS CORPORATION
MANUFACTURER'S WARRANTY AND AGREEMENT
CUSTOMER
City of Clearwater
10 South Missouri
(Number)
Clearwater
(City)
Lease or Contract No.
Schedule No(s). 01
Burroughs Corporation ("Burroughs") has sold certain Burroughs equipment and products to
Burroughs Finance Corporation ("BFC"). Customer has made arrangements to obtain from BFC
the equipment listed on the Schedule(s) referenced above, or in the case of a Lease on Form No.
3029566, in such Lease (the "Equipment"). Customer desires that Burroughs sell the Equipment
to BFC which in turn is to provide the Equipment to Customer on such terms and conditions as
agreed to between Customer and BFC.
In consideration of the above, the parties agree to the terms and conditions contained in this
Agreement and the Addenda selected by Customer below (collectively referred to as the
" Agreement").
(Firm Name)
(Street)
FL
(State)
33516
(Zip)
ADDENDA
Agreement for Eauipment Sale . 1914116 'l
Proaram Products License 1914419 "L
TItle
'==-ber
Cualorner'.
I~
!trKtlV.
Dele
TERMS AND CONDITIONS
1. MANUFACTURER'S WARRANTY
Burroughs warrants that the Equipment shall be free from detects in material and workmanship
under normal use- and service maintenance for a. period of ninety (90) days from shipment to
Customer on B20 series and SR100 products and one (1) year from date of shipment to Customer
on all other products. provided the Equipment has received the nonnal required maintenance
service. No free maintenance is included in this.- warranty.
Written notice .and an. explanation of the circumstances of any claim that the Equipment has
proved defective in material or workmanship shall be given promptly by Customer to Burroughs.
Customer's sole and exclusive remedy in the event of defect is expressly limited to the correction
of the defect by adjustment~ repair, or replacement at Burroughs election and sole expense,
, except that there shall be no obligation to replace or repair items which by.their nature are
expendable. '. .
No representation or other aftinnation of fact, including but not limited to, statements regarding
capacity, suitability for use, or performance ot the Equipment,. shall be or be deemed to be a
warranty or representation by Burroughs for any purpose, or give rise to any liability or obligation
of Burroughs whatsoever. .
EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT. THERE ARE NO OTHER W AR-
RANTlES EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES
OF MERCHANT ABILITY OR FITNESS FOR A P ARTlCULAR PURPOSE.
It Customer employs any non-Burroughs attachment, feature, or device on the Equipment or
any part thereof..furnished by Burroughs, which has not been approved in writing by Burroughs.
Burroughs shall not be liable under this warranty. The approval of the use of any non-Burroughs
attachment, feature. or device shall not be deemed to be a representation. warranty or undertaking .
by Burroughs regarding such non-Burroughs equipment, inCluding its performance in conjunction,_
with the Eq.uipment. .'
2. MAINTENANCE
Burroughs will provide its normal maintenance coverage applicable to the Equip"l,m Iw~il.t
for patent infringement. Burrougns may at Its optIon na expense prUUUII::lIUI l.U5lUIIIII!II III! IIYIIlIU
continue using the Equipment. ormodity it to be ome non-infringing, but if Burroughs is not
reasonably able to modify or otherwise procure or Customer the right to continue using it,
Burroughs will remove the Equipment and refundt Customer the amount paid in excess of a
reasonable rental for past use.
(c) Burroughs shall not be liable for any infring ment or claim thereof based upon use of the
Equip'ment in combination with other equipment or w th software not supplied by Burroughs. or with
modIfication made by Customer.-
(d) The foregoing states the entire liability o Burroughs to Customer arising from patent
infringement.
5. LIMIT A TION OF LIABILITY
(a) IN NO EVENT SHALL BURROUGHS BE IABLE FOR LOSS OF PROFITS. INDIRECT,
SPECIAL, OR CONSEQUENTIAL DAMAGES ARISIN OUT OF ANY BREACH OF THE AGREEMENT
OR OBLIGATIONS UNDER THE AGREEMENT.
(b) BURROUGHS SHALL NOT BE LIABLE F R ANY DAMAGES CAUSED BY DELAY iN
DELIVERY, INSTALLATION OR FURNISHING OF E EQUIPMENT OR SERVICES UNDER THE
AGREEMENT.
(c) Customer shall assume full responsibility f r the overall effectiveness and efficiency of the
operating environment in which the Equipment an software are to function.
(d) No action arising out of any claimed brea h of the Agreement or transactions under the
Agreement may be brought by either party more th n two (2) years after the cause of action has
accrued.
6. CONFIDENTIAL INF ORMATION
Customer shall protect and shall not disclo eany confidential or proprietary information
supplied to Customer by or on behalf of Burroug s and shall return all copies, tapes and other
embodiments of such information upon completioof Customer's use of the Equipment or Bur-
roughs earlier demand therefor.
7. EFFECTIVE DATE
This Agreement shall become effective upon t e sale of the Equipment by Burroughs toBFC.
8. GOVERNING LAW
This Agreement shall be governed by and con trued in accordance with the laws of the State
of Michigan.
9. ARBITRA TION
Any dispute arising out of this Agreement or ransactions relating to it shall be submitted to
binding arbitration, to a single arbitrator (the" Arbit ator") underthe auspicies of the American Arbi-
tration Association (" AAA") pursuant to AAA's Commercial Arbitration Rules. The Arbitrator shall be
a duly licensed attorney experienced in computer matters. Under no circumstances shall Burroughs
or the Customer request, or the Arbitrator award, aryy attorneys' fees. except that the Arbitrator may
assess the fees and expenses of the AAA and the Arbitrator against the losing party.
Customer agrees not to disclose to any per*n any information, including, but not limited to,
any arbitration award. regarding any arbitration roceeding authorized hereunder, except to the
extent required by law.
CUSTOMER BY ITS SIGNATURE ACKNOWL DGES THAT IT HAS READ THIS AGREEMENT,
UNDERSTANDS IT AND THAT IT CONSTITUTES E ENTIRE AGREEMENT. UNDERSTANDING AND
REPRESENTATIONS, EXPRESS OR IMPLIED, BET EEN THE CUSTOMER AND BURROUGHS WITH
RESPECT TO THE PRODUCTS AND SERVICES F RNISHED HEREUNDER AND THAT THIS AGREE.
MENT SUPERSEDES ALL PRIOR COMMUNICATIO SBETWEEN THE PARTIES. THIS AGREEMENT
MAY BE MODIFIED OR AMENDED ONLY BY WRITTEN INSTRUMENT SIGNED BY DULY
AUTHORIZED REPRESENTATIVES OF CUSTOM R AND BURROUGHS.
ACCEPTED:
BURROUGHS CORPORATION
By Authorized Signature
City of Clearwater
e CUSTOMER
Title
Authorized Signature
e Title
e
Date
Date
I
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UNISYS FINANCE CORPORATION
3011 West Grand Boulevard
Suite 1212
Detroit, M I 48202
INSURANCE REQUIREMENTS
A Certificate of Insurance from your insurer is required, naming under your casLrcilty and liability policy(es):
Unlsys Finance Corporation and Its assigns
as
additional Insureds and loss payees.
The Certificate should state that In the event the insurance coverage is reduced or cancelled, then 30 days
prior to the effect of such event, the insurer will inform Unisys Finance Corporation and its assigns of such
reduction or cancellation in writing.
Since the Certificate will take some time to reach us, please complete and return this form as
aCknowledgement of your coverage and that you have requested a Certificate for us.
INSUREP.
ADDRESS
POLICY #
EXPIRES
AGENCY
CONTACT
PHONE
COVERAGE
MINIMUM UMITS
$100,000/$300,000
$100,000
POUCY AMOUNT
BQdily Injury
Property Damage
Fire and Extended Coverage
$
(Equipment price)
U$S~ Citv of C~earwater
BY:'I-
ADDR~ 10 South Missouri
Clearwater. FL 33516
NAME PRINTED:
DATE:
Form No. J0299.o Rev, 187
LESSEE: City of Clearwater
LESSEE'S PRINCIPAL PLACE OF BUSINESS:
Missouri
FL 33516
l
i
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Lease Agreement, made as of the above date, between UNISYS FINANCE CORP RATION, a Michigan corporal ion ("Lessor"), having as a mailing address One
Unisys Place. Detroit Michigan 48232, and the Lessee named above ("Lessee" , having its principal place of business located at lhe address set forth above.
1. LEASE .AGREEMENT: ,Lessor hereby leases 10 Lessee and Lessee hereby ents from Lessor all the machinery, equipment and other personal property
("Equipment") described in Equipment Lease Schedulels) related hereto which are or ay from time to tirm! be executed by Lessor and Lessee ("Schedules"), upon
the terms and conditions set forth herein as supplemenled by the terms and conditio s set forth in lhe appropriate Schedule idenlifying such items of Equipment.
Equipment is to be used for business and commercial purposes and not for personal, fa ily or household use. THE EQUIPMENT DESCRIBED IN EQUIPMENT LEASE
SCHEDULE(S) RELATED HERElO DOES NOT INCLUDE SYSTEM SOFTWARE OR A Y OTHER PROGRAM PRODUCTS. ANY SUCH SOFTWARE OR PROGRAM
PRQDUCTS SHALL BE SUBJECT TO A SEPARATE LICENSING AGREEMENT BE1WE N LESSEE AND UNISYS CORPORATION. Whenever reference is made herein
to this "Lease" it shall be deemed 10 include each of the various Schedules idenlifying II items of Equipment, all of which together with Ihis lease agreement constitute
one undivided lease of the Equipment, and the terms and conditions of which are i~orporated herein by reference.
2. TERM: The obligations under this Lease shall commence as of the date he eof provided this Lease is accepled in writing by Lessor and shall enll upon
full performance and observance of each and every term, condition and covenant sel rth in lhis Lease and any extensions lhereof (the "Lease Term'" The rental
term of the Equipment listed in _ Schedule shall commence upon the itate of ac ptance of the Equipment by Lessee (the "Acceptance Date") and continue
tor the number of months set forth in such Schedule. beginning with the first onth commenclng_fter the Acceptance Date, unless such term has been
extended or otherwise modified in writing and signed by Lessor and Lessee (the "R I Term"). This Lease cannot be cancelled or terminated by Lessee except
as expressly provided herein.
3. RENTAL PAYMENTS: Lessee shall pay rent to Lessor for the Equipment in I
on lhe first day of each month during the Rental Term. 'Rent shall be payable at lhe
be accepted subject 10 collection.
Al Lessee's request, I.essor may advance for Lessee's benefil software license f s and/or service fees incidental to the delivery, installationandlor operation of
the Equipment. If such fees are advanced by Lessor, the monthly rental payable by Le 10 Lessor shall include an additional amount 10 cover repayment of such fees.
Lessor and Lessee understand and intend thaI lhe obligation of Lessee to pay r nt hereunder shall constitute an expense of Lessee and shall not in any way
be construed 10 be a debt of Lessee in contravention of any applicable constitutional r statutory limitations or requirements concerning the creation of indebtedness
by Lessee, nor shall anything contained herein constitute a pledge of the general t revenues, funds or moni!,s of Lessee.
4. DELIVERY AND INSTALLATION: Lessee will select the type, quantity and s pplier of each item of Equipment designated in the appropriate Schedule, and
in reliance lhereon such Equipment will then be ordered by Lessor from such suppli r, or Lessor will accepl an assignment of an existing purchase order therefor.
Lessor shall have no liability for any delay in delivery or failure by lhe supplier to deli r any Equipment or to fill any purchase order or meet lhe conditions lhereof.
Lessee, at its expense, will pay all transportation, packing, taxes, duties, insurance, in lIation, testing and other charges "in connection wilh lhe delivery, installation
and use of the Equipment. As soon as practicable after receipt of the Equipment, Le shall furnish Lessor wilh a written statement acknowledging receipt of lhe
Equipment in good operating condition and repair. and accepting it as satisfactory in II respects for Ihe purposes of this Lease. Completion and signature of such
statement by any employee. official or agenl of Lessee having authority in the premises 0 having managerial. supervisory or procurement duties with respect to equipment
of the same general type as lhe Equipmenl leased hereunder shall constilute accep ance of such Equipment on behalf of Lessee.
Lessee understands and agrees that neither manufacturer, seller, or supplier. nor any salesman or other agenl of manufacturer, seller or supplier, is an agent
of Lessor. No salesman or agenl of manufacturer, seller or supplier is authorized to ive or alter any term or condition of this Lease, and no representation as to
Equipment or any other matter by manufacturer, seller or supplier shall in any way a ct Lessee's duty to pay the rental payments and perform its other obligations
as set forth in lhis Lease. '
5. WARRANTIES: LESSOR, NOT BEING THE MANUFACTURER, SELLER OR UPPLIER OF THE EQUIPMENT, OR THE AGENT OF THE MANUFACTURER,
SELLER OR SUPPLIER, MAKES NO WARRANTY, REPRESENTATION OR COVENAN , EXPRESS OR IMPLIED, AS TO MATTER WHATEVER, INCLUDING BUT NOT
LIMITED 10: THE MERCHANTABILITY OF THE EQUIPMENT OR ITS FITNESS FOR AN~PARTICULAR PURPOSE. THE DESIGN OR CONDITION OF THE EQUIPMENT,
THE QUALITY OR CAPACITY OF THE EQUIPMENT, THE WORKMANSHIP IN THE E UIPMENT. COMPLIANCE OF THE EQUIPMENT WITH THE REQUIREMENT
OF ANY LAW, RULE, SPECIFICATION OR CONTRACT PERTAINING THERElO. PAT NT INFRINGEMENT, OR LATENT DEFECTS. Lessee accordingly agrees not
to assert any claim wi,atsoever against Lessor based lhereon, Lessee further agrees, egardless of cause, not 10 assert any claim whatsoever against Lessor for any
direct, indirect, consequenliaJ, incidental or special damages or loss, of any classificati n, including, wilhout limilation, any losl profits. Lessor shall have no obligation
to install. erect. test, adjust, service, or maintain Ihe Equipmenl. Lessee shall look so Iy to the manufacturer, seller,and/or supplier for any and all claims related to
the Equipment. LESSEE LEASES THE EQUIPMENT "AS IS': NOTWITHSTANDING THE OREGOING, LESSEE'S OBLIGATIONS 10 PAY THE RENTALS OR OTHERWISE
UNDER THIS LEASE SHALL BE AND ARE ABSOLUTE AND UNCONDITIONAL.
Lessor hereby acknowledges that lhe warranties of lhe manufacturer, seller and/or upplier of the Equipmenl, if any, are for the benefit of both Lessor and Lessee.
6. TITLE TO AND LOCATION OF EQUIPMENT: During lhe lerm of lhis Lease, titl 10 the Equipmenl and any and all addilions. attachments, repairs, replacements
and modifications lhereto or therefor shall be vested in Lessee, subject 10 lhe rights Lessor under lhis Lease. Upon lhe occurrence of a lermination of lhe Lease
pursuant to lhe proviSions of Paragraph 21 herein, unless Lessor elects otherwise, till 10 Ihe Equipmenl shall revert 10 Lessor free of any right, lille and interesl of
Lessee. Lessee, at its expense, will protect and defend Lessee's title to lhe Equipmen and Lessor's rights therein and will keep Ihe Equipment free and clear from
any and all claims. liens, encumbrances and legal processes of Lessee's creditors and ther persons. All items of Equipmenl shall at all times be and remain personal
property notwilhstanding that any such Equipmenl may now or hereafter be affixed t really.
In the event of a default hereunder, at the option of Lessor, tille to the Equipmenl s all revert 10 Lessor, and Lessee will, upon Lessor's request, promptly surrender
possession of the Equipment to Lessor. Lessee hereby irrevocably designates, makes, co stitutes and appoints L3ssor (and all persons designated tly Lessor) as Lessee's
true and lawful attorney in fact wilh power, al such time of default or such times there fter as Lessor, in its sole and absolute discrelion, may delermine, in Lessee's
or Lessor's name, to endorse the name of Lessee upon any Bill of State, document, i strument. invoice, freight bill, bill of lading or similar document relaling 10 the
Equipment in order to vest title in Lessor and transfer possession to Lessor.
The Equipment shall be delivered to the location specified in the Schedule with r spect lhereto and shall not thereafter be removed from such location without
the written consent of Lessor, Wilhoul limitation of the foregoing, Lessee shall not per il the Equipment or any part thereof to be removed outside lhe United States.
7. TAX EXEMPTION: Lessee hereby convenants and agrees that the portion 0 lhe rental payments under this Lease identified in the appropriate Schedule
as deferred interesl (the "Interest Component"), upon receipt, will not be includable a Federal gross income of the Lessor and will be exempt from Federal income
taxes. Notwilhstanding anything herein to the contrary. if during the Lease Term or the after, it is determined that all or any part of the Interest Componenl is subject
No, 3029574 REV. 6/'07
monthly amounts specified in the applicable Schedule. Rent shall be payable
ailing address of Lessor sel forth above. Rental payments mede by check will
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ooeumemary ana aIner appllcaale laxes arlsmg aue (0 suen lermmallon.
19. ADVANCE RENTALS; SECURITY DEPOSIT: Any advance rentals paid by L ssee to Lessor shall be applied to initial rental payments coming due under
this Lease, A security deposit shall be due upon acceptance by Lessor of each Sched Ie providing therefor in the amount specified in such Schedule, The security
deposit shall be non-mterest bearing and shall be security for the full payment and erformance of all terms, conditions and obligations of the Lessee under this
lease, Such l:Ieposit shall not excuse the performance at the time and in the manner p escribed of any obligation of Lessee.",.."revent or cure default thereof. Lessor
may, but shall not be required to, apply such security deposit toward discharge ot.any overdue obligation of Lessee, The ponion of the security deposit received by
Lessor in connection with acceptance of a panicular Schedule shall be refunded to Less ,provided that lessee has fully complied wilh and discharged all its obligations
under such Schedule and is not and has not been in default under this Lease,
20, REPRESENTATIONS AND WARRANTIES OF LESSEE: Lessee hereby repr sents and warrants to and agrees with-Lessor that:
(a) Lessee is a State, a possession of the United States, the District of Colu bia, or a pOlitical subdivision of any..oLthe foregoing within the meaning of
Section 103 of the Internal Revenue Code of 1986, as amended, and Treasury Regul tions and Rulings related thereto. It lessee is incorporated, it is duly organized
and existing under the Constitution and laws of its jurisdiction of incorporation an will do or cause to be done all things necessary to preserve and keep such
organization and eXistence m full force and effect.
(b) Lessee has been duly authorized by the Constitution and laws of the app icable jurisdiction and by a resolution of its governing body (which resolution,
If requested by Lessor, is attached hereto), to execute and deliver this Lease an to carry out its obligations hereunder,
(c) All requirements have been, met, and procedures have occurred in order 0 insure the enforceability of this Lease, and Lessee has complied with such
public bidding requirements, if any, as may be applicable to the transactions co em plated by this lease.
(d) The EqUipment will be used by Lessee only for the purpose of performin one or more governmental or proprietary functions of Lessee consistent with
the permissible scope of lessee's authority and will not be used in a Irade or b siness of any person or entity other than Lessee,
te) lessee has funds available to pay rent until the end of its current approp( tion period, and it will request funds to make payments in each appropriation
period, from, now until the end of the term of this Lease,
21. NON-APPROPRIATION: If Lessee periodically requests from ilS legislative ody or funding aUlhorily funds to be paid to Lessor under this Lease and,
notWithstanding the making in good faith of such request in accordance wilh approp( Ie procedures and wilh the exercise of reasonable care and diligence, such
legislative body or funding authority does not approve funds 10 be paid to Lessor for lhe EqUipment, Lessee may, upon prior written notice to Lessor effective 60
days aher the giVing of such notice or upon the exhaustion 01 the funding authorized 10 the then current appropriation period. whichever is later. return the Equipment
to lessor at Lessee's expense and lhereupon be released of its obligation to make all r ntal payments to LE!ssor due thereaher. provided: (i) no funds from any source
or by any means whatsoever exist for payment for the Equipment or other amounts due nder the Lease, (ii) the Equipmenl is returned to Lessor in lhe same condition
as when first delivered to lessee, reasonable wear and tear resulting solely from aut orized use thereof excepted, (iii) the foregoing notice states the failure of lhe
legislative body or funding authority to appropriate the 'necessary funds as reason for c ncellation, and (iv) the notice is accompanied by payment of all amounts then
due to Lessor under Ihis Lease, In the event Lessee returns the Equipment pursuant the terms of this Paragraph 21, Lessor shall retain all sums paid hereunder
by Lessee, 'ncluding any security deposit paid hereunder, and in addition, Lessee shall ay to Lessor the termination charge, if any, specified in the applicable Schedule
hereto. If the provisions of this Paragraph 21 are utilized by Lessee, Lessee agreesn t to purchase. lease or rent equipment performing functions similar to those
performed through the use of the Equipment, or to obtain from any source the services or informal ion which the Equipment was to perform or provide, for the balance
of the appropriation penod following Lessee's exercise of its termination rights hereunder an the entirely of the next applicable appropriatIon period following such lermination,
22, ASSIGNMENT BY LESSEE: Without lessor's prior written consent, Lessee m y not, by operation of law or otherwise, (a) assign, transfer, pledge, hypothecate
or otherwise dispose of this Lease or any interest therein or (b) sublet or lend the Eq ipment or permit the Equipment to be used by anyone other lhan Lessee or
Lessee's employees.
23. ASSIGNMENT BY LESSOR: lessor may, assign, sell or encumber all or a y pan of this Lease, the rental payments and any other rights or interests of
Lessor hereunder, Including the rights under this lease and rental payments relating to any individual Schedule hereto. In the event of any such assignment of rental
payments hereunder and written direction by Lessor to Lessee, Lessee shall unconditi nally pay directly to any such assignee all renlals and other sums due or to
become due under thiS Lease, THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT 'TO ANY DEFENSE, COUNTERCLAIM OR SET-OFF WHICH LESSEE
MAY HAVE AGAINST LESSOR. Notwithstanding the foregoing, any such assignment ( ) shall be subJect to Lessee's right 10 possess and use the Equipment so long
as Llissee IS nOl in default under this Lease and (b) shall not release any of Lessor obligations hereunder or any claim which Lessee has against Lessor,
24. EVENTS OF DEFAULT: Lessee shall be in default under this Lease upon th~ happening of any of the following events or conditions ("Events of Default"),
unless such Event of Default shall have been specifically waived by Lessor in writin :
(a) Default by Lessee in payment of any installment of rent or any other ind btedness or obligation now or hereaher owed by Lessee to Lessor under this
Lease or otherwise or in the performance of any obligation, covenantor liabilily ontained in this Lease or any other agreement or document with Lessor, and
the continuance of such default for 10 consecutive days after written notice there f by Lessor to Lessee, or (b) any warranty, representation or statement made
or furnished to Lessor by or on behalf of Lessee proves to have been false in a y material respect when made or furnished, or (c) actual or attempted sale,
lease or encumbrance of any of the Equipment. or the making of any levy, seizur or attachment thereof or thereon, or (d) dissolution, termination of existence,
discontinuance of Lessee's business, insolvency, business failure, failure 10 pay d bts as they mature, or appointment of a receiver of any pan of the propeny
of. or assignment for the benefil of creditors by Lessee, or the commencement f any proceedings under any bankruptcy, reorganizalion or arrangement laws
by or against Lessee.
25, REMEDIES OF LESSOR: Upon the occurrence of any Evenl of Default an at any time thereaher, Lessor may, without any fun her notice, exercise one
or more of the following rememdies as Lessor in its sole discretion shall elect: (a) te minate the Rental Term and all of Lessee's rights hereunder as to any or all
lIems of Equipment: (b) personally, or by its agents. take immediale possession from essee of any or all items of Equipment wherever found and for this purpose
enter upon Lessee's premises where any ,tem of Equipment is located and remove su h ilem of Equipmenl without notice or process of law and free from all claims
of any nature whatsoever by Lessee: (e) proceed by appropriate coun action or actio to enforce performance by Lessee of its obligations hereunder or to recover
damages for the breach hereof (which damages ,shall, without limitation, consist of (i) all accrued and unpaid rentals, (ii) the present value of all future rentals due
hereunder, (iii) all late charges, (iv) all of Lessor's costs and expenses incurred in con ection with the enforcement of this Lease, (v) the amount of any tax benefits
lost by Lessor by reason of Lessee's default hereunder, and (vi) any other damages c used by Lessee's default hereunder) or pursue any other remedy available to
Lessor at law or in equity or otherwise: (d) declare all unpaid rental payments and oth r sums payable hereunder during the term hereof to be immediately due and
payable wilhout any presenlment, demand or protest (all of which are hereby expressly wlaved by Lessee): (e) cause Lessee, at its sole cost and expense, to promptly
return or make available to Lessor any or all items 01 Equipment in the same conditi n as when first delivered to Lessee, reasonable wear and tear resulting solely
from aulhorized use thereof excepted: and (f) take any and all actions to which Les or shall be entitled under applicable law.
A termination of any Rental Term on account of any Event of Default hereunder s all occur only upon written notice by Lessor to Lessee and only With respect
to such item or items of Equipment as Lessor specifically elects to terminate in such no ice, Except as to such item or items with respect to which there is a termination
of the Rental Term, this Lease shall continue in full force and effect and Lessee shall b Obligated to perform all acts and to pay all rental payments and other amounts
required under this Lease,
-3-
I
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No right or remedy herem conferred upon or reserved to Lessor IS exclusive of any right or remedy herem or at law or in eqUity Of otherwise provided or permitted.
but each shall be cumulative of every other right or remedy given hereunder or now or hereatter ex,sllng at law or in equity or by statute or otherwise. and may
be enforced concurrently therewith or from lime 10 lime,
26, DISPOSITION OF eQUIPMENT: In the event Lessor repossesses the EqUipment. Lessor may, Without any obligation whatsoever on the part of Lessor to
do so. (al lease the Equipment. or any portion thereof, in such manner, for such lime and upon such terms as Lessor may determine or (b) sell the Equipment; or
any portion thereof, at one or more public or private sales, in such manner. and at such limes and upon such terms as Lessor may determine,
In the event that Lessor leases any such Equipment, any rentals received by Lessor for the Remaining Lease Terms(s) (the period ending on the date when the
Rental Term of this Lease for the Equipment would have expired if an Event of Default had not occurred) for such EQUipment shall be applied to the payment (in
the following order) of (i) all costs and expenses (including reasonable attorney's fees) Incurred by Lessor in retaking possession of, and removmg, storing. repairing.
refurbishing and leasing such Equipment. and (ii) the rentals for the remainder of the Rental Term and all other sums then remalOlng unpaid under this Lease, including,
without limitation, late charges payable under Paragraph 15 hereof. The balance (If s&';l,h rentals, ,f any, shall be applied first to reimburse Lessee for any sums preViously
paid by Lessee to Lessor as damages described in subparagraphs (c)(ii). (iv) and (V) of ParagralJh 25 hereof, and any remalOlng amounts shall be retamed by Lessor.
All rentals received by Lessor for the period commencing atter the expiration of the Remaining Lease Term(s) shall be retained by Lessor. Without limiting any other
rights or remedies of Lessor hereunder, Lessee shall pay to Lessor upon demand any amount by whIch the sum of the amounts referred 10 In clauses (il and (ii)
above shall exceed the aggregate rentals received by Lessor under such leases for the respective Remaining Lease Term(s) applicable to the EQUipment covered by
such leases.
In the event that Lessor shall sell or otherwIse dispose of (other than pursuant 10 a lease) any such Equipment. the proceeds thereof shall be applied to the
payment (in the following Order) of (il all costs and expenses (including reasonableattorney's fees) mculled by Lessor In retaking possession of. and removing, storing.
repairing, refurbushing and selling or otherwise disposing of such EQUipment. and (Ii) the rentals tor the remainder of the Rental Term and all other sums then remaining
unpaid under this Lease, including, Without limitation, late charges payable under Paragraph 15 hereof. The balance of such proceeds, If any, shall be applied hrst
to reimburse Lessee for any sums previously paid by Lessee to Lessor as damages described in subparagraphs (c.)(ii). (iv) and (v) ot Paragraph 25 hereof, and any
remaining amounts shall be retained by Lessor. Without limiting any other rights or remedies of Lessor hereunder, Lessee shall pay to Lessor upon demand any amount
by which the sum of the amounts referred to in clauses (i) and (ii) above shall exceed the aggregate proceeds received by Lessor m connectIon With the sale or
disposition of the EQUipment, '
'ZT, REGISTRATION AND REPORTING REQUIREMENTS: The Lessee represents and warrants that the Lessee shall comply at all times WIth all applicaOle
requirements of the Internal Revenue Code of 1986. as amended (the "Code"), Including but nOI limited to the reglstrallon and reporting requirements of Code Sechon
149. In furtherance thereof. and notWithstanding any other provision of this Agreement to the contrary, the Lessee represents and warrants as follows:
(a) The Lessee shall maintain. directly or through its agents, a book entry registration system with respect to this EQUipment Lease Agreement, which shall
clearly reflecl at all times the name. the address, the Taxpayer Identification Number, and the ownership interest ot each person who has an ownership ,nterest
in this Equipment Lease Agreement.
(b) Upon receipt of written notice from Lessor or any assignee of Lessor of the sale, transfer or assignment of an interest in the Equipment Lease Agreement.
Lessee shall immediately record. in the aforesaid book entry reglstralton system. the sale, transfer or assignment to any person of said Interest In thiS EqUipment
Lease Agreement: any tailure by Lessee to record promptly a sale. Iransfer or assignment of an interest in thIS Equipment Lease Agreement shall constitute a
default under this Equipment Lease Agreemenl,
28, FILING REQUIREMENTS: The Lessee shall comply with the prOVISIons of Section 149(e) of the Code Including but not limIted to the completion and tiling
of the required information slatement on a timely basis.
29, COSTS: Lessee shall pay Lessor all costs and expenses. including reasonable allorney's lileS, Incurred by Lessor In enforcing any of lhe terms, conditions
or provisions of this Lease,
30, SEVERABILfTY: Any provision of this Lease which is prohibited or unenf".--..'~J" In any Jurisdiction shall. as to such Jurisdiction, be Ineffective to the extent
of such prohibition or unenforceability, without invalidating the remaining provisions hereof, To the extent permmed by applicable law, Lessee hereby waIves any prOVISIon
of law which prohibits or renders unenforceable any provIsion hereof in any respect. .
31, NOTICES: All notices. reports. and other documents provided for herein 511all be deemed to have been gIven or made when received or when mailed, postage
prepaid. or delivered to a telegraph or cable company. addressed to Lessor or LesStre at thetr.respectlve addresses set forth above or suCh other addresses as either
of lhe parties hereto may designate in writing to the other from time to time for such purpose.
32. AMENDMENTS AND WAIVERS: This instrument and the Schedules executed by Lessor and Lessee constitute the entire agreement between Lessor and
Lessee with respect to the Equipment and the subject matter of this Lease, No term or prOVISlO1': of thiS Lease may be changed, waIved, amended or termlr.ated
excepl by a written agreement signed by both Lessor and Lessee. except that Lessor may insert the serial number of any Item of Equipment after delivery thereof.
No waiver of or delay or omission in the exercise of any right or remedy herein provided or otherwIse available to Lessor shall I'" pa or, affect or be construeo as a
waiver of its rights thereatter to exercise the same, Any single or partial exercIse by Lessor of any right hereunder shall not preclude any other or further exerCise
of any right hereunder...
33. CONSTRUCTION: This Lease shall in all respects be governed by and construed in accordance WIth the laws of the Slale or other JUllsdictlon in' wh'cn
'the Equipment snalrbiinocated in accordance with Paragraph 6 hereof. The tiUes of the sections of this Lease are for convenience only and shall nOI define or """t
any of the terms or provisions hereof, Time is of the essence of this Lease in each of its proviSions.
34. PARTIES: The prOvisions of this Lease shall be binding upon, and (subject to the limItations of Paragraph 22 hereof) shall Inure to the benefit 01. the 8S5lg.,S.
representatives and successors of Lessor and Lessee, If there is more than one Lessee named in this Lease, the liability of each shall be JOint and several.
LESSEE HEREBY ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT
IN WITNESS WHEREOF, Lessor and Lessee have each caused thIS Lease to be duly executed as of the dale first above Wllllen.
LESSEE
City of Clearwater
e
(Signature and Tille'
By
(Signature and Title
(MuSI be s'gned by offiCIal culy authOrized to enter InIO Lease on behalf of Lessee,
Accepted as of the date hrsl above written at Lessor's principal, place of bUSiness
in the State. of MichIgan set forth below:
UNISYS FINANCE CORPORATION
By
(Signature and Tille)
(Address)
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1. Effective Date
This Agreement shall be effective on the date accepted and exe-
cuted by an authorized representative of Unisys, and shall continue
in effect until terminated according to its terms.
2. Security Interest
Unisys shall retain a security interest in the equipment until the
entire balance of the List Price and all other monies payable
hereunder are paid in full. CUSTOMER guarantees to Unisys that all
equipment being Traded-In is free and clear of any liens or encum-
brances. CUSTOMER will execute, upon request, financing state-
ments deemed necessary or desirable by Unisys to perfect its secur-
ity interest in the equipment CUSTOMER authorizes Unisys to file a
copy of this security agreement or a financing statement as a
financing statement A financing statement may be filed without
CUSTOMER'S signature on the basis of this security agreement
where allowed by law.
3. Installation
(a) Installation, if performed by Unisys, will be performed during
Unisys normal working hours at no additional charge. If installa-
tion or removal of the equipment by Unisys is precluded by local
law, union agreement or othewise, Unisys will supervise the
installation or removal and CUSTOMER will bear any additional
costs caused thereby.
(b) CUSTOMER shall prepare the site to meet Unisys installation
speCifications which have been provided to CUSTOMER and the
site shall be ready to receive the equipment at the time sche-
duled for delivery. It shall be CUSTOMER'S responsibility to main-
tain environmental conditions meeting Unisys specifications.
(e) The CUSTOMER shall provide adequate working space within
reasonable distance of the equipment for use of Unisys per-
sonnel.
(d) Unisys shall deliver and install the equipment as soon as rea-
sonably possible.
4. Destination Area Transportation
Unisys will arrange for transportation and drayage to the premises
at which the equipment is to be located, and CUSTOMER shall pay
transportation and drayage charges (Destination Area Transporta-
tion Charge) according to Unisys published prices in effect at time
of delivery. Transportation charges for equipment being traded-in
shall be bome by the CUSTOMER and billed in accordance with
established Destination Area Transportation Charges (DATC). If
delivery to the installation site within, the CUSTOMER'S premises
cannot be made with equipment normally employed by the equip-
ment carrier, any costs for special rigging (including the cost of
insurance) shall be paid by CUS-TOMER.
5. PaymentTerms
, The receipt or deposit of any monies received by Unisys as a down-
payment shall not be construed as acceptance of this Agreement
Down payment, if required, shall be due upon execution by CUST~
MER of this order and shall be returned to CUSTOMER if this order is
not accepted. The price(s) and charge(s) stated herein are subject
to change without notice, but shall remain firm through the date of
delivery providing Unisys Scheduled Delivery Date is not postponed
by CUSTOMER. Payment shaH be made by CUSTOMER no later than
ten (10) days after receipt of invoice. CUSTOMER shaD pay a late
payment charge computedatthe rate of one and one-haIf (1~')
percent per month on the unpaid amount for each catendar month
(or fraction thereof) that such payment is in default
6. Additions
CUSTOMER may order additional component(s) for its system( 5) as
initially listed on the face page or order additional system( 5). These
additions may be effected by the issuance of a written order by
CUSTOMER, subject to acceptance by Unisys. Prices shall be those
in effect when the order is placed, and the order shall refer to and be
subject to the terms and conditions of this Agreement, and all terms
and conditions of the written order shall be void unless agreed to in
a separate writing by Unisys.
7. Taxes
CUSTOMER shall pay Unisys any tax (except tax based on net,
income) on the Agreement, on or measured by the prices, other
charges, the equipment, program products, or 5efVices furnished, or
their use, however designated, levied or based whenever Unisys
must pay and/or coUect the tax from CUSTOMER according to appli
I
cable law, as interpreted by the departmental authorities of the
taxing unit It shall be CUSTOMER'S sole obligation after payment to
Unisys to challenge the applicability of any tax. A11y personal prop-
erty taxes assessable on the equipment after shipment shall be
bome by CUSTOMER.
8. Risk of loss or Damage
(a) CUSTOMER shall assume full risk of loss or damage to the
equipment immediately upon its delivery to CUSTOMER'S loca.
tion.
(b) As long as Unisys holds a security interest in the equipment,
CUSTOMER shall:
(i) Maintain the equipment in good operating condition; keep
the equipment free from liens and encumbrances; not use or
permit use of the equipment in any manner likely to be
injurious to it; nor remove or permit removal from original
location; not make or permit any alteration without the prior
written consent of Unisys; permit inspection by Unisys at
reasonable times; and
(ii) procure and maintain fire, extended coverage, vandalism
and malicious mischief insurance to the full insurance value
of the equipment, with loss payable to Unisys and CUST~
MER as their interests shall appear.
9. Patent Indemnity
(a) Unisys shall defend or settle any suit or proceeding brought
against CUSTOMER based on a claim that any equipment made
to Unisys design constitutes an infringement of any existing
United States patent, provided Unisys is notified promptly in
writing and is given complete authority and information required
for the defense, and Unisys shall pay all damages and costs
awarded therein against CUSTOr4ER, but shall not be responsi-
ble for any cost, expense or cor'promise incurred or made by
CUSTOMER without Unisys prior written consent
(b) If any equipment J:, t: Unisys opinion, likely to or does become
the subject of a claim for patent infringement, Unisys may at its
option and expense procure for CUSTOMER the right to continue
using the equipl'l:ent, or modify it to become non-infringing, but
if Unisys is not reasonably able to modify or otherwise procure
for CUSTOMER the right to continue using it, Unisys will remove
the equipment and refund to (,'USTOMER the amount paid in
excess of a reasonable rental for past use.
(c) Unisys shall not be liable for any infringement or claim thereof
based upon use of the equipment in combination with other
equipment or with software not supplied by Unisys, or with
modification made by CUSTOMER
(d) The foregoing states the entire liability of Unisys to CUSTOMER
arising from patent infringement
10. Umlted Warranty
(a) Unisys warrants that: (i) No Applicable statute, regulation or
ordinance of the United States or of any state has been violated
in the manufacture and safe of the equipment; (ii) Unisys has
title to the equipment and the right to seD it; (iii) equipment
purchased under this agreement may be either newly manufac-
tured, or assembled by Unisys from new and/or serviceable used
parts (equivalent to new in perfonnance) or equipment which
has been pl'e"Iiously installed; and (iv) the equipmertt delivered'
under this agreement shall be free of defects in material and
workmanship under normal use and service maintenance for a
period of ninety (90) days from date of invoice on 820 and
- SR100 products; and one (1) year from date of invoice on all
other products, provided the equipment has received the normal
required maintenance service. No tree maintenance is included
in this warranty, unless otherwise specified in this Agreement
(b) Written notice and an explanation of circumstances concerning
any claim that the equi pment has proved defective in material or
workmanship shall ~ given promptly by customer to Unisys.
Customer's sole and exclusive remedy in the event of defect is
expressly limited to the colll:\.'tion of the defect by adjustment,
repair or replacement, at Unisys election and sole expense,'
except that there shall be no obligation to replace or repair items
which by their nature are expendable. . '
(c) No representation or other affirmation of fact, including ~ut not
attachment, feature, or device on the equipment, or any part
thereof, fumished by Unisys hereunder, which has not been
approved in writing by Unisys, Unisys shall not be liable under
this warranty, the approval of the use of any non-Unisys attach-
ment, feature, or device shall not be deemed to be a representa-
tion, warranty or understanding by Unisys regarding that non-
Unisys equipment including its performance in conjuction with
the Unisys equipment
11. Umitation of Uability
(a) In no event shall Unisys be liable for loss of profits, indirect, or
consequential damages arising out of any breach of the Agree-
ment or obligations under the Agreement
(b) Unisys shall not be liable for damages caused by delay in instal-
lation or fumishing of the equipment or services under the
Agreement
(c) Unisys may direct CUSTOMER to third parties having products or
services which may be of interest to CUSTOMER for use in
conjunction with the Products, Notwithstanding any Unisys
recommendation, referral or introduction, Customer will inde-
pendently investigate and test third-party products and services
and will have ' sole responsibility for determining suitability for
use of third-party products and services. Unisys has no liability
with respect to claims relating to or arising from use of third-
party products and services.
(d) CUSTOMER shall assume full responsibility for the overall effec-
tiveness and efficiency of the operating environment in which
Unisys equipment and software are to function.
(e) No action arising out of any claimed breach of the Agreement or
transactions under the Agreement may be brought by either
party more than two (2) years after the cause of action has
accrued.
12. Termination
(a) If CUSTOMER fails to make any payment within ten (10) days of
its due date, or fails to perform any other obligations hereunder
upon thirty (30) days written notice, or should CUSTOMER be or
become insolvent or a party to any bankruptcy or receivership
proceeding or any similar action affecting the affairs or property
of CUSTOMER prior to payment in full of the balance of the List
Price and all other amounts payable hereunder, Unisys may:
(i) with or without demand or notice to CUSTOMER (if given,
notice by mail to CUSTOMER'S address, shown in the Agree-
ment being sufficient) declare the entire amount unpaid
immediately due and payable;
(ii) enter the premises where the equipment is located and
remove (CUSTOMER shall assemble the equipment make it
available to Unisys ata which is reasonably convenient both
parties and permit and Unisys in effecting the retaking and
removal of the equipment); and
(iii)sell any or all the equipment as permitted under applicable
law, Unisys shall apply the proceeds of sale of the equipment
to the payment of the expenses of retaking, storing, repair-
ing and selling the equipment, reasonable attorney fees and
to the satisfaction of all indebtedness secured under this
Agreement Any surplus shall be paid to CUSTOMER and any
deficiency shall bepaid to Unisys by CUSTOMER.
(iv) suspend service under any Unisys Maintenance Agreement
covering said equipment
(b) The remedies provided herein shall be cumulative and shall be in
addition to all other remedies provided by law or equity.
I'
shall be subject to Unisys Program Products License which is
incorporated herein by reference. CUSTOMER shall be responsi-
ble for determining appropriate use and limitations of the pro-
gram products in its operations.
(b) In the event that customer makes use of any software program-
ming in connection with the equipment supplied hereunder,
which is not provided by Unisys, Customer acknowledges that
Unisys has made no representation or warranties with respect to
any non-Unisys software, its performance on the Unisys equip-
ment, or ,the service to be provided with respect to such non-
Unisys software, and Unisys shall incur no liability to customer
arising out of the use of such services. Customer acknowledges
that no Unisys software is being furnished to customer by Unisys
except pursuant to separate written license agreements
between customer and Unisys.
15 Modifications
No modification or amendment to this Agreement and no waiver of
any provision shall be valid unless in writing, signed by duly autho-
rized representatives of the parties. Any written order or other
instrument issued by CUSTOMER before or after the effective date
of this Agreement pertaining to the equipment or services provided
under this Agreementshall be void, except as otherwise provided in
this Agreement
16 Arbitration
(a) Subject to the other provisions of this section, any controversy or
claim arising out of or relating to this Agreement or the breach
thereof will be settled by arbitration before three arbitrators in
accordance with the Rules of the American Arbitration Associa-
tion ("AAA") then in effect, and judgment upon the award ren-
dered by the arbitrators may be entered in any court having
jurisdiction. Any such arbitration will be conducted in the city
nearest Customer's main U.S. office having an,AAA regional
office. The arbitrators will be selected from a panel of persons
having experience with and knowledge of electronic computers
and the computer business, and at least one of the arbitrators
selected will be an attomey.
(b) The arbitrators will have no authority to award punitive damages
nor any other damages not measured by the prevailing party's
actual damages, and may not, in any event, make any ruling,
finding or award that does not conform to the terms and condi-
tions of this Agreement
(c) Eitherparty, before or during any arbitration, may apply to a court
having jurisdiction for a temporary restraining order or prelimi-
nary injunction where such relief is necessary to protect its
interests pending completion of the arbitration proceedings.
Arbitration will not be required for actions for recovery of specific
property, such as actions for replevin.
(d) Neither party nor the arbitrators may disclose the existence or
results of any arbitration hereunder without the prior written
consent of both parties.
(e) Prior to initiation of arbitration or any other form of legal or
equitable proceeding, the aggrieved party will give the other
party written notice describing the claim and amount as to which
it intends to initiate action.
1 Applicable Law
This Agreement shall be governed by the laws of the state in which
the equipment ordered herein is originally installed.
1 Other Applicable Agreements
The following Unisys Agreements are by this reference incorporated
in this Agreement, if so checked and initialed by Customer.
I
I I
F.m Number Cl\eck Customers Initial 11tIe 01 ACreemenl
1906849 X 'I.. List of Additional Equipment
1914413 X i. Program Products License
1915170 X "- Program Product Service Agreement
1900297 X "'- Equipment Maintenance Agreement
1914306 Agreement for Systems Services and Support
1914355 Description of Systems Service and Support
1906864 X "- List of Additional Program Products
1912763 X 'L Description of System Services
. "-".. r.1 I I II
1. Agre~ment for Equipment Sale Form No. 1914116
(Identify Agreement)
ITEM
NO. MODEL AND DESCRIPTION QU Y UNIT PRICE TOTAL PRICE
4. X310-90 SCSI Disk DLP 2 $5,"li1g Sl~,gO'3
5. X378-20 Data Comm DLP III 5 8,4~!J 5t3,4~~
6. X246-97 Printer!Tape OLP 2 5,GJlJg lliJ,GJ'i3GJ
7. . A-EC EX?ansion Cabinet 3 15,gg0 45,~~GJ
8. MD8-4 1~'i3@MB Fixed Disk 3 32,Sgg 97,50'i3
Single Port
9. ~9-cT Cable Terminator Kit 3 113'3 3'3~
1~. X3g4-9g KSMD OLP 3 8,000 24,1i199
11., . 9246-'37 6513 LPM Printe~ 2 10,533 21,0~9
12. BT3241-2 75IPS lxBT with 2 1 75,745 75,745
channel switch, 2 DLPS, (1)
BT3241 Single Cont~oller, (1)
Master PE/GeR 75 IPS, (1)
BT6211 2 Channel Switch
13. BT3244 Slave PE/GeRDrive 75 IPS 1 22,425 22,425
NOTE: Draw a line across the last page fa owing the last item on this addendum.
1906849 (7/87)
,.
I-
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I
)
Unisys Corporation
ADDITIONAL TERMS AND CONDITIONS
CUSTOMER City of Clearwater
Date
UNISYS and CUSTOMER hereby amend the Agreemen6 by adding the following :ierms
and conditions, consisting o( paragraph 1 through.....1.-. on pages 1 through .
1. These added terms and conditions shall apply only to the components, equipment
and system(s) initially ordered under the Agreement and shall not apply to any addi-
tional or replacement components, equipment or system(s) ordered ,under the Agree-
ment.
2. ParagT:aph 4.3 of the ProgT:am Products License is hereby deleteQ and replaced 'llith the
following: The term of the License shall be 6CJ roonths.
3. Paragra;m ~.0 of the Program PT:oduct Service 1\greement is hereby deleted and replaced
with the following: The term of this License shall be 24 roonths.
4. The estimated fee for training for the City of Clearwater is S15,0~g and is included
in the total amoont to be financed. Specific costs for ~cation will be a9'?lied
against this amount as classes are attemed.
5. In consideration of the City of Clearwater's remaining ~lance of $76,653.95 on their
two 1955 systems, Unisys grants $76,653.95 to be a~lied against invoices 4172772 and
417285. This gT:ant will be executed in concurr~ with the initial ?ayment of t~
new sys,tems..
6., The credit of $5,003.00 referenced in the Program Products License is in
consideration of th-e uneX?ired 9Qrtion of a,4S-month OMS license tiated 1~/3l/g6.
7. These added terms and conditions shall at'Ply only to the equipment referred to in
Paragraph 2 and initially ordered under the Agreement a!'rl shall not a??Iy to any
additional or replacement components,. equi~nt or systen(s) ordered under the
Agt:eement, not to peripheral devices.
NOTE: Draw a line across the last page following the last paragraph of this agree-
ment.
1908773 (Rev.. 7/87)
1. These added terms and conditions s all apply only to the components, eqilipment
and system(s) initially ordered under th Agreement and shall not apply to any addi-
tional or replacement components, equip ent or system(s) ordered under the Agree-
ment.
l3. Section (a) of Paragraph 10, Limited ~~arr nty, of the T>.greernent, is amended by adding
the following at the end thereof:
"IXrcing the period of the equip.nent warra. ty, (one year from the date of invoice),
Tlnisys will ~rovide remedial a~ ~reventi e maintenance at no c~arge to the City of
Clearwater, Monday through ~iday -between the hours of 8:09 a.m. and 5:00 p.m. This
warranty provision applies only to the tral Processing Unit (CPO), memory modules,
inbuilt disk iJrive, incluiJing all interna cornoonents of the A4 and ~6 systems. It
does not apply to any peripheral device's r arrt other equip-nent provided. If the
City of Clearwater elects any extended ma ntenance coverage outside the days of the
week and hours set forth in this provisi , the City of C1sarwater will pay the
charges reqUired by Unisys under a Mainte nee ~greement signed by CUstomer."
9. Delivery charges shall not exceed $6,300. 0 and are included in the total amount to
be financed.
10. Media charges shall not exceed $1,700.0~ nd are inc1u~ed in the total amount to be
financed.
NOTE: Draw a line across the last page llowing the last paragraph of this agree-
ment.
1906773 (Rev.. 7/87)
,.
I
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I
Unisys Corporation
J
PROGRAM PRODUCTS LICENSE
CUSTOMER
City of Clearwater
(Firm Name)
10 South Missouri Avenue
(Number)
Clearwater,
Florida
(Slate)
(Slreet)
33516
(City)
(Zip Code)
Unisys Corporation, ("UNISYS") by its acceptance agrees to and does hereby grant and Customer ("CUSTOMER") accepts. on the
following terms and conditions, a personal, nontransferable and nonexclusive right and license to use the Licensed Program. Related
Materials and Designated Systems Software identified hereunder in the following schedule (and those ordered from time to time by
CUSTOMER subject to written acceptance by UNISYS), coll~vely referred to as Program Products:
CUSTOMER BY ITS SIGNATURE ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT. UNDERSTANDS IT AND THAT
IT CONSTITUTES THE ENTIRE AGREEMENT. UNDERSTANDING AND REPRESENTATIONS. EXPRESS OR IMPLIED.
dETWEEN THE CUSTOMER AND UNISYS WITH RESPECT TO THE PROGRAM PRODUCTS AND SUPPORT TO BE
FURNISHED HEREUNDER AND THAT THIS AGREEMENT SUPERSEDES ALL PRIOR COMMUNICATIONS BETWEEN THE
PARTIES INCLUDING ALLORALOR WRITTEN PROPOSALS. THISAGREEMENTMA Y BE MODIFIED OR AMENDED ONLY
BY A WRI1TEN INSTRUMENT SIGNED BY DULY AUTHORIZED REPRESENTATIVES OF CUSTOMERS AND UNISYS.
THE TERMS AND CONDITIONS. INCLUDING THE WARRANTY AND LIMITATION OF LIABILITY. ON THE REVERSE SIDE
ARE PART OF THIS AGREEMENT. '
ACCEPTED:
Unis)'s Corporation
CITY OF CLEARWATER
Business Name of Customer
By:
By:}.
Authorized Signature
. Title
Title
Date
Date
.Char~ Code Description:
A - Initial Ch&rJlle
B - Initial Charae In InsWJmena
C- Montbly l.ic:ensc Fee
D - Other ClwJa
1914413 (8187)
1. Definitions
1.1 ,Program Products shall collectively mean the Licensed Pro-
gram(s), System Software, and Related Materials which Pro-
-gram Products are identified in the schedule on the face
'hereof and those ordered from time to time by CUSTOMER
subject to written acceptance by Unisys.
1.2 Licensed Program shall mean the program material in ma-
chine-readable or interpreted form, and may include, where
appropriate, listings of either machine code or source code.
1.3 System Software shall mean the current Unisys release of
programs and routines which enable CUSTOMER to operate a
leased or purchased hardware system including, for example,
a control program or operating system, and if provided, appro-
priate utility routines, conversion programs, and language
processorsincludil'lg compilers, assemblers and translators
for the Designated Computer System.
1.4 Related Materials shall mean all material other than the
Licensed Program or System Software furnished by Unisys in
conjunction with such Licensed Program and System Soft-
ware and including, for example, operating instructions,
input information or format specifications, instructional and
other documentation including all guides and manuals, and
further shall include all permitted copies of Program Product
material made by CUSTOMER.
1.5 Designated Computer System shall mean the system config-
uration including a processing unit designated by type and
serial number and those associated units which have the
capacity to utilize or call into use the Licensed Program
whether or not processing takes place on the designated
processing unit
2, License
2.1 Unisys grants to CUSTOMER and CUSTOMER hereby accepts,
subject to the limitations in Paragraphs 9 and 10 of this
License, a personal, nonexclusive, nontransferable right and
license to use the Program Product(s) on the Designated
Computer System and to use the Related Materials in con-
junction therewith, '
2.2 A separate license is required for each Designated Computer
System into which the Licensed Program or any portion there.
of is read in machine-readable form for operation on such
System; PROVIDED, HOWEVER, this License may be tempo-
rarily transferred to a back-up system if the Designated
Computer System is inoperative because of conditions
beyond CUSTOMER's control.
3. Delivery of Programs
Unisys shall furnish CUSTOMER on or about the estimated delivery
date specified on the face thereof the then current version of the
Program Product(s) in a medium suitable for use on the Desig-
nated Computer System.
4. Term
4.1 Each license shall commence upon receipt by CUSTOMER of
any Program Product material and shall remain in effect for
each respective Program Product as follows:
4.2 If a monthly license fee is applicable,' until terminated by
CUSTOMER upon one month's prior written notice or can.
celled by Unisys as provided in Paragraphs 12 or 16
hereinafter.
4.3 If CUSTOMER elects an extended term license (36 or 60
months), until the license term expires. At the end of the
extended term the license will revert to a monthly license fee
payable in accordance with Section 4.2 unless CUSTOMER
elects another extended term plan at the rates then in effect
5. Charges and Taxes
5.1 CUSTOMER agrees to pay Unisys within ten (10) days of
receipt of an invoice for the Program Product(s), and for all
other charges listed on the face thereof in accordance with
the charge code in the Schedule. CUSTOMER agrees to pay a
late payment charge at the rate of one and one-half (1 Y.z%)
percent per month, or at the maximum late payment charge
permitted by applicable law, whichever is less, on any unpaid
amount for each calendar month (or fraction thereof) that
such payment is in default
5.2 CUSTOMER agrees to pay a non-refundable initial charge
upon delivery for all Program Products having an initial
I
charge specified in the ScheOule. An initial cnarge, wnen
applicable, shall be due for_each license of the same Program
Product
5.3 Unisys may by ninety (90) days prior written notice to CUS-
TOMER increase or decrease the monthly license fees, and
Unisys shall designate in such notice the date on which the
new license fees shall become effective. If the monthly fee is
increased, CUSTOMER may terminate this License upon
thirty (30) days prior notice to Unisys, All additional licenses
and services shall be invoiced at the charges in effect at the
time of acceptance of an order therefor.
5.4 In addition, CUSTOMER agrees to pay Unisys any tax (except
personal property or tax based on net income) on the
License, on or measured by the prices, other charges, Pro-
gram Products, or services furnished, or their use however
designated, levied or based whenever Unisys must collect
and/or pay such taxes from or on behalf of the CUSTOMER
according to the applicable statutes and ordinances, as
interpreted by the Departmental authorities of the taxing
unit
5.5 CUSTOMER agrees to pay Unisys a media and/or processing
charge for preparing such media with the code requested by
the customer, and if such media are shipped, to pay destina-
tion area shipping charges for such shipment If CUSTOMER
furnishes the media upon order for its preparation, only
processing and shipping charges will be invoiced.
6 Classification of Warranty
Each Program Product and each release of a Licensed Program wilt
be classified by Unisys in Class "1" or "2" warranty as defined
below. Unisys reserves the, right to alter, modify or change the
design specifications and class of warranty of each release of a
Licensed Program or Program Product
. Change In Warranty Class
Unisys may at its sole discretion change the Warranty Class of any
Program Product(s) and/or release of a Licensed Program here-
after without liability to CUSTOMER. The warranty services to be
provided after such change shall be as set forth in the newly
designated category.
. Ucense Redesignatlon
8.1 CUSTOMER by written notice to Unisys may redesignate the
Designated Computer System on which the Program Prod.
ucts are licensed for use hereuoder. The redesignation will
be effective in accordance with an Addendum to this License
to be furnished to CUSTOMER by Unisys subject to the terms,
conditions and charges then in effect
8.2 The right of CUSTOMER to redesignate such Designated
Computer System does not apply to System Software.
. Permission to Copy, Modify and Use
9.1 Any Licensed Program fumished by Unisys in machine-
readable form may be copied in whole or in part by CUSTOM-
ER for use with the Designated Computer System, PROVIDED,
HOWEVER, that only the number of copies required to serve
CUSTOMER's actual need for the Designated Computer Sys-
tem shall be made. CUSTOMER agrees that the original copy
of all Program Products fumished by Unisys and all copies
thereof made by CUSTOMER are and shall remain the sole
property of Unisys.
9.2 An original or a copyofthe Program Product(s) may be kept in
storage at a location separate from that of the Designated
Computer System, CUSTOMER agrees to notify Unisys imme-
diately in writing of the location of such backup and safe-
keeping originals or copy upon request by Unisys.
9.3 CUSTOMER shall have the right to modify any application
Licensed Program supplied by Unisys for CUSTOMER's use
under this License, and may combine such with other pro-
grams or material to form an updated work, PROVIDED, HOW.
EVER, upon discontinuance or termination of rights granted
under this License, the Licensed Program supplied by Unisys
shall be completely removed from the updated work and all of
such Licensed Programs, copies thereof (in whole or in part)
and Related Materials shall be returned to Unisys or disposed
of in accordance with written instructions from Unisys.
9,4 CUSTOMER expressly agrees to include Unisys copyright
notice and proprietary notice on all copies, in whole or in part,
)
I
in any form, including machine language, made by CUSTOM.
ER in accordance with this License.
10. Protection and Security
CUSTOMER agrees not to disclose, publish, release, transfer or
otherwise make available any Program Product(s), in any form, to
any person other than CUSTOMER's or Unisys employees without
prior written consent from Unisys except during the period any
such person is on CUSTOMER's premises for purposes specifically
related to CUSTOMER's use of the Program Product( s). CUSTOMER
also agrees that the Program Product(s) are the property of and
proprietary to Unisys and further agrees to protect the Program
Product(s) or any part thereof from unauthorized disclosure by its
agents, employees or customers.
11. Warranty
11.1 Each licensed Program Product classified as Warranty Class
"1" is warranted to conform to the design specification for
that release as designated in the Program Product specifica-
tion or similar applicable release issued by Unisys. EACH
RELEASE OF A PROGRAM PRODUCT CLASSIAED IN Warranty
Class "2" IS UCENSED ON AN "AS IS" BASIS WITHOUT ANY
WARRANTY.
11.2 The warranty for Warranty Class "1" is applicable to each
unaltered release of the Licensed Program commencing on
the date of its delivery to the CUSTOMER and terminating
ninety (90) days thereafter or upon termination of the
license, whichever is earlier.
11.3 CUSTOMER agrees that its sole and exclusive remedy and
Unisys sole obligation, if a Ucensed Program warranted
hereunder fails to conform to the applicable design specifica-
tions and CUSTOMER advised Unisys of such failure in writing
during the term of tt,e warranty, is for Unisys to provide
programming service.. to attempt to correct any defect For
purposes of this Agreement, non-conformance to design
specif,\;4l.iun and the term "defect" shall mean only signifi-
cant deviations from the design specifications for such cur-
rent release of the Licensed Program.
11.4 EXC&T ASSPECIRCALL Y PROVIDED HEREIN, THERE ARE NO
OTHER WARRANnES. EXPRESS OR IMPlIED, INCLUDING,
BUT NOT UMITED TO. A1ft IMPlIED WARRANnES OF MER.
CHANTABIUTY OR FrtNESS FOR A PART1CllAR PURPOSE.
12. Patent and Copyright Indemnity
12.1 Unisys shall defend or settle any suit or proceeding brought
against CUSTOMER to the extent that such proceeding is
based on a claim that Program Product(s) made to Unisys
speCifications and used within the scope of the Ucense
hereunder constitutes an infringement of a copyright in the
United States or an existing United States patent, PROVIDED
Unisys is notified promptly in writing and is given complete
authority and information required for the defense of same,
and Unisys shall pay all damages and costs awarded therein
against CUSTOM~R, but Unisys shall not be responsible for
any cost, expense or compromise incurred or made by CUS-
TOMER without Unisys prior written consent
122 In the event any such Program Product(s) furnished here-
under is in Unisys opinion likely to or does become the
subject of a claim of infringement of a copyright or existing
patent in the United ~tates, Unisysmay at its option and
expense procure for CUSTOMER the right to continue using
such Program Product( s), modify them to make them non-
infringing or substitute other materials of similar capability.
If in Unisys opinion, none of the foregoing alternatives is
reasonably available to Unisys, then Unisys may terminate
the license of such Program Product(s) upon thirty (30) days
written notice to CUSTOMER. If, however, the Program Pr0-
duct is not the subject of a claim for copyright infringement,
CUSTOMER may notify Unisys in writing during the thirty (30)
days afte~ Unisys notice of termination that CUSTOMER
elects to conti nut: using the same until there has been an
injunction or th~ ~aim has been withdrawn, and CUSTOMER
agrees to undertake at CUSTOMER's sole expense the de-
fense of any action involving such claim and to idemnify
Unisys with respect to all costs, damages and attorneys fees
attributable to such continued use by CUSTOMER after such
notice is given to Unisys; it being understood that Unisys may
I
participate at its expense in the defense of any such action if
such claim is against Unisys,
12.3 Unisys shall have no liability for any claim of copyright or
patent infringement based upon the use of other than a
current unaltered release of the Program Product(s) avail-
able from Unisys if such infringement would have been avoid-
ed by the use of a ClArrent unaltered release of the Program
Product( s) available from Unisys, or upon use of combination
of the Program Product(s) with non-Unisys programs or data
if such infringement would have been avoided by the use or
combination of the unaltered Program Product(s) with any
other programs or data.
12.4 The foregoing states the entire liability of Unisys with respect
to infringement of any copyrights, patents or other proprie-
tary rights by the Program Product(s) or any parts thereof.
13. Responsibility of the Customer
CUSTOMER shall be exclusively responsible for the supervision,
management and control of its use of the Licensed Programs,
including but not limited to: (1) assuring proper machine configu-
ration, program installation, audit controls and operating methods,
(2) establishing adequate backup plans, including, for example,
alternate procedures and access to qualified technical personnel
to aid in diagnosis and to assist in repair of Licensed Program
defects in the event of error, defect or malfunction and, (3) imple-
menting sufficient procedures to satisfy its requirements for
security and accuracy of input and output as well as restart and
recovery in the event of a malfunction.
14. Risk of Loss
Unisys agrees to replace, without additional charge to CUSTOMER,
any Licensed Program or Related Material lost or damaged in
shipment to CUSTOMER. If CUSTOMER loses or damages any li-
censed Program or Related Material, Unisys will replace them, if
available, at an additional charge.
15. CPU Serial Nwnber
In the event the serial number of the CPU is not known at the time
this License is executed, the serial number will be inserted by
Unisys on its copy of this License and such serial number shall be
the CPU serial number of the Designated Computer System. If no
serial number is designated in this License at the time of execu-
tion, or as otherwise provided herein, then the serial number of the
CPU on which the Program Product is first used shall be deemed to
be the CPU serial number of the Designateo Computer System.
16. Cancellation on Default
Each license granted hereunder may be cancelled by Unisys, if
CUSTOMER is in default in payment of any amount due under this
Agreement for a period of one (1) month or may be cancelled at
any time upon default by the other party of any other covenant of
this License if such default is not corrected within two (2) months
after receipt of written notice thereof. Said written notice must set
forth particulars of the alleged fault CUSTOMER's obligation to pay
charges which have accrued and any damages arising from its
breach of this Ucense shall survive cancellation. The remedies
provided herein shall not be deemed exclusive but shall be cumula-
tive and shall be in addition to all other remedies provided by law
and equity. No delay or omission in the exercise of any remedy
herein provided or otherwise available to Unisys shall impair or
affect Unisys right to exercise the same. Arrt extension or indul-
gence (which must be in writing) shall not otherwise alter or affect
Unisys rights or obtigations or be deemed a waiver thereof.
17. Retum on Termination
Within thirty (30) days after the termination or cancellation for any
reason, of a license granted hereunder, CUSTOMER shall deliver to
Unisys the Ucensed Program and Related Materials related to
such Licensed Program and all copies thereof in whichever form,
including partial copies which may have been modified by CUS-
TOMER or Unisys, or an executed Unisys Program Products License
Certificate of Discontinuance so certifying. Upon prior written
authorization from Unisys, CUSTOMER may be permitted for a
specific period thereafter to retain one copy of certain Materials
for record purposes.
18. Umltatlon of Uablllty
18.1\n no event shall Unisys be liable to CUSTOMER for loss of
profit, indirect, special or consequential damages, ,arising
--. -. _".7 ......._...... .... ""..W -b'''''.....'I''''II~ V. VI V...."OW~IVI.~ WIIW,,"I
this agreem~nt or the license granted or for any claim made
, against CUSTOMER by any other party, even if Unisys has
been advised of the possibility of such claim except as other-
'wise provided in Paragraph 12 (patent and copyright
, indemnity).
18.2 Unisys shall not be liable for any damages caused by delay in
delivery, instaUation or furnishing of the prograrn products or
services under this agreement
18.3 'If a charge is payable with respect to any program products or
related materials licensed hereunder, or if a charge has been
established in the regular course of business by Unisys for
licensing the same or similar program products, then Unisys
liability, if any, for loss or damages relating to or arising out of
the license therefo( shall not exceed the charges attributable
to such program products.
18,4 Unisys may direct Customer to third parties having products
or services which may be of interest to Customer for use in
conjunction with the Products. Notwithstanding any Unisys
recommendation, referral or introduction, Customer will
independently investigate and test third-party products and
services and will have sole responsibility for determining
suitability for use of third-party products and services. Unisys
has no liability with respect to claims relating to or arising
from use of third-party products and services.
19. Arbitration
19.1.Subject to the other provisions of this section, any contro-
versy or claim ariSing out of or relating to this Agreement or
the breach thereof will be settled by arbitration before three
arbitrators in accordance with the Rules of the American
Arbitration Association ("MA") then in effect, and judgment
upon the award rendered by the arbitrators may be entered in
any court having jursidiction. Any such arbitration will be
conducted in the city nearest Customer's main U.S. office
I
IIWYIII& QII r"V'V"\Iw6'\I..gIVlllvv. "Iw gl"'I\ICI\UI~"1II Ln;;o:K;;l'V,,",L'VU
from a panel of persons having experience with and knowl-
edge of electronic computers and the computer business,
and at least one the arbitrators selected will be an attorney.
19.2 The arbitrators will have no authority to award punitive dam-
ages nor any other damages not measured by the prevailing
party's actual damages, and may not, in any event, make any
ruling, finding or award that does not conform to the terms
and conditions of this Agreement
19.3 Either party, before or during any arbitration, may apply to a
court having jurisdiction for a temporary restraining order or
preliminary injunction where such relief is necessary to pro-
tect its interests pending completion of the arbitration pro-
ceedings. Arbitration will not be required for actions 10r
recovery of speCific property, such as actions for replevin.
19.4 Neither party nor the arbitrators may disclose the existence
or results of any arbitration hereunder without the prior writ-
ten consent of both parties.
19.5 Prior to initiation of arbitration or any other form of legal or
equitable proceeding, the aggrieved party will give the other
party written notice describing the claim and amount as to
which it intends to initiate action.
2 . General
20.1 The license(s) granted hereunder shall not be deemed to
include or extend to any other software or other licensed
programs of Unisys or any part thereof, heretofore, or here-
after released by Unisys.
20.2 No action arising out of any claimed breach of this Agree-
ment or .transactions under the Agreement may- be brought
by either party more than two (2) years after the cause of
action has accrued.
20.3 The laws of the State of Michigan shall govern as to the
interpretation, validity and effect of this Agreement
I
I
1
Unisys Corporation
LIST OF ADDITIONAL PROGRAM PRODUCTS
Customer City of Clearwater Date
The prolfUl products listed on pages 1 through ....2..-hereoC are added to the procram
products listed OD the face page ot the Program Products LiceDse and Service AcreemeDt,
(Form 1906724) or Program Products Licenae - B20 (Form 1914439) or Program Products
Licenae (Form 1914413)
w.....ty Recurrln.
p,..,.. Product/ c:,...t Initial 60 Mo. Lie. License estlmac.d
'natal I".. Supporl/ Suppot t Ch8rp- l"'tleI c:..... Annual/Monthly Dell.,.,.,.
~ Trainln,lclentlftcad.. CatetorY Code Ch8rp c:..- 0_,. D.c.
lIJl A4 AS 1 A 24,5{l5 N/A N/A
91 A4 ASF 1 A IIC. N/A N/A
91 A4 AS 1 A DC. N/A N/A
91 A4 ALG 1 J\ ne. N/A N/A
n A4 ALX 1 A DC. N/A N/A
91 A4 BNO 1 A IlC. N/A N/A
n A4 AMD i A DC. N/A N/A
91 A4 MRC 1 A IIC. N/A N/A
91 A4 tJ'l'L 1 A De". N/A N/A
91 A4 WFL 1 A DC. N/A N/A
91 A4 XAN 1 A DC. N/A N/A
91 A4 IOC 1 A IIC. N/A N/A
n A4 N[L 1 A DC. N/A N/A
91 A4 IX'D 1 A DC. N/A N/A
91 A4 C[E 1 A DC. N/A N/A
91 A4 Da 1 A IIC. N/A N/A
91 A4 car 1 A 19,645 N/A N/A
NOTE: Draw a line across the last page followiDg the last item on this addendum.
-a_a-' Code- o-cripel..:
A.. Initial Ch.wp
.. .'lnltlal CherIe In -i:wcalllMftt.
c. Monthly Llanae F_
~. AnnueI Uanae F_ (aftw . . ,..."
a.. Other a-...
II. ....caI.... Support Chwp'
G .. Tralt"n, 0-..
H .. ....IIt'Proceaaln. a-..
1906864 (7/871
(11 UIW lUUUI.I..' Ui r IUKIIU1I 1"'ruuucl.8 ~lceD8 -D"U \I'orm .L~.L't't,,~, or rrugram rruu.ucl4
License (Form 1914413)
.......... ProdUctl ' :w.,.,.,ty Li c . RKUrrln.
CI...,. Initial Llcens. e_tllft&ted
",.a1lad.. ~I Su,,"", t Ch.... ChIIrI. Annual J,ttonthly Dell very
Qty. Tralnln. ldentlftcati_ Cateaory Code CoH- Ch... 0..
n *A6 oeM 1 A ,000 N/A N/A
0'1 C1Il 4822 1 A 695 N/A N/;a.
01 A6 RP3 1 A 2 ,70'0 N/A N/A
91 A6 OR3 1 A ,690' N/A N/;a.
01 A6 DE2 1 A 1 ,820 N/A N/A
01 A6 012 1 A ,925 N/A N/A
0'1 A6 ror 1 A ,255 N/A N/A
91 A6 ERG 1 A ,865 N/A N/A
91 A6 [)Ifi' 1 A ,95liJ N/A N/A
01 A6 DBA 1 A ,185 N/A N/A
e/J1 A6PLS 1 A 479 N/A N/A
,995
*Less unexpired license ,00'0'
NOTE: Draw a line across tbe last page 1'011 wing the last item aD this addendum.
. Oth.. Ch....
. 'n.taUad_ Support Char..
. Tralnln. 0.....
. Medla/Proe...ln. C_..
.0... Cod. Ducrlptl_:
A . 'nltlal ChM..
I . Initial Charp In _In.tall_t.
C . Monthly Llcen.. FM
D. Annual Llc...... F.. (aft.- I at Y--?
19068604 . (7/87)
,.
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UNISYS
I I
Program Product Service Agreement
City of Clearwater
c...am.r
10 South Missouri Avenue
s..t
Clearwater, Florida
City
s..
33516
ZIp
Unisys Corporation ("Unisys") by its acceptance and execution of this Agreement and the Addenda setected by CUSTOMER below (collectively
referred to as the "Agreement") agrees to provide and the CUSTOMER agrees to accept licensed program product support (Ucensed Program
Service) for the Program Products for which Ucensed Program Service is offered by Unisys and specified by CUSTOMER in Exhibit A hereof.
Addenda
nile
Program Products License
1IRiIJI...... --
1914413
c:a.mnw. inilIII
EffeclNe ..
Designated computer system(s):
A6F and A4F
~'1IIINln
Sefvice system location
City of Clearwater
Data Processing
Pnlc:esIor serilllIlIIIlIIer
10 South Missouri Avenue
"'-- seriII numIlIr
"'-- serllllUlIber
Clearwater, Florida
33516
CUSTOMER BY I1S SIGNATURE ACKNOWLEDGES THAT IT HAS READ
lHISAGREEMENT. UNDERSTANDS I1S PROVISIONS; AND AGREES TO
ALLOFI1S TERMS AND CONDIT1ONS, INCWOING THE UMITAnON OF
UABaJ1Y.
Accepted
Unisys Corporation
City of Clearwater
r
AulIIariad .......
S, (Aulhorized IignIlInI .
TItII
T...,
0.
0IlII
1915170(7/87)
1. Definitions
1.1 "Program Products" shall collectively mean the Ucensed Program s), System Software, and Related Materials which are identified in
Exhibit A hereof.
1.2 '''Ucensed Program" shall mean the program material in machine-re dable or interpreted form, and may include listings of either machine
code or source code.
1.3 "System Software" shall mean the current Unisys release of prog ms and routines which enable CUSTOMER to operate a leased or
purchased hardware system including, for example, a control progra or operating system, and if provided, appropriate utility routines, and
language processors including compilers, assemblers and translat rs for the Designated Computer System.
1.4 "Related Materials" shall mean those materials other than the Lic nsed Program or System Software furnished by Unisys including, for
example, operating instruction, input information or format specifi tions, instructional and other documentation including guides and
manuals, and further shall include all copies of Program Product ma erial made by CUSTOMER which are so permitted under the terms of
the Unisys Program Products Ucense.
1.5 "Designated Computer System(s)" means the system configurati n identified on which Program Products are licensed to be used as
identified on the front page of this Agreement and any related Add nda ,
1.6 "Defect", "error" or "malfunction" shall mean only significant deviati ns from the Program Product specifications for the current release of
such Program Products.
1.7 "Service System Location" shall mean that location designated by a ingle mailing address as indicated on front page of this Agreement at
which Unisys provides Licensed Program Service.
2. Ucensed Program Services
21 Licensed Program Service will be provided on a Designated Comp er System(s) at 8 Service System location only for those Program
Products which are subject to a Unisys license agreement with resp ct to which all currently due license and service fees have been paid.
CUSTOMER agrees that all licensed Unisys Program Products uti! zed at the Service System Location on the Designated Computer
System(s) will have Program Product Service Agreements ("PSA") t the same Licensed Program Service level, if offered by Unisys.
As indicated in the table which follows, each Licensed Program Servi e level, identified by a PSA designation "1" through "5", respectively,
consists of one or more services indicated by "Included".
PSA Centralized Problem
Ucensed Program SUpport Communlca 005
Service Level Services Services
1 Included Included
2 Included Included
3 Included
4 Included Included
5 Included Included
A description of each column heading service (Centralized Support, oblem Communications, Product Maintenance Release and On-Call
Support) is set forth in Sections 2.2, 23, 24 and 2.5, respectively.
22 Centralized Support Services
The Centralized Support Services provided by Unisysinclude Telep one Service and On-Line Support Service.
Unlsys Responsibilities
2.21 Telephone Service
Unisys will provide Telephone Service to CUSTOMER during the hours of 8:00 am to 5:00 pm CUSTOMER local time. Monday through
Friday, excluding Unisys recognized national holidays (Hawaii no Alaska hours are 8:00 am through 12 noon CUSTOMER local time).
Telephone Services shall provide:
A. Assistance related to questions on the operational use of e subject Program Products.
B. Assistance in identifying and verifying the causes of suspe ed errors or malfunctions in Program Product(s).
C. Advice on detours for identified errors or malfunctions, wh re reasonably available.
D.lnformation on errors previously identified by the CUSTOME and reported to Unisys and detours to these where available. (This
service applies only where Problem Communication Servic has been "Included" as a component part of CUSTOMER's Licensed
Program Service selection).
E. Advice on completion, and authorization for submission, f the Unisys Field Communication Form (FCF) reporting identified
problems in Program Products to Unisys as specified under ection 2.3 (This service applies only where Problem Communication
Service has been "'ncluded" as a component part of CUST MER'S Licensed Program Service selection).
2.2.2 On-Line Support Service
Where this service exists, and the parties have agreed to its us by signing a Remote Support Addendum, Unisys may execute on-line
diagnostics from a remote Unisys location to assist in the i entification and isolation of suspected Program Product errors or
malfunctions.
Customer Responsibilities
2.2.3 Telephone Service
The CUSTOMER will ensure that only personnel properly trai ed in operation and usage of the Program Product(s) will utilize
Telephone Service and that sufficient computer time and s itable personnel are made available to implement the corrections
suggested by Unisys.
2.2.4 On-Line Support Service
The CUSTOMER will allow the use of on-line diagnostics on Prog m Products if requested by Unisys during problem diagnosis and the
parties have signed a Remote Support Addendum.
2.3 Problem Communication Services
Problem Communication Services provided by Unisys include: Fi d Communication Form service, Correction of Reported Errors or
Malfunctions service, and Documentation Corrections service.
Unlsys Responsibilities
2.3.1 Reported Errors of Malfunctions
Unisys will make reasonable efforts to provide a detour or code orrection to Program Products for errors or malfunctions reported via
the FCF. Each detour or code correction will be made available n the form of either a written correction notice or machine readable
media, and will be accompanied by a level of documentation dequate to inform the CUSTOMER of the problem resolved and any
, significant operational differences resulting from the correcti n which are known by Unisys.
23.2 Documentation Corrections
Unisys will review and consider documentation correction req ests for Program Products via the FCF procedure.
Product
Maintenance
Release Services
Included
Included
On-Call
SUpport
Services
Included
J
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Customer Responsibilities
2.3.3 The CUSTOMER is responsible for:
A. Notifying Unisys of identified errors or malfunctions in Program Products.
a Reproducing the identified error or malfunction in the unaltered Program Product
C. Providing, upon Unisys request, a "memory dump" and such additional data in machine-readable or interpreted form deemed
necessary or desirable by Unisys to reproduce the environment in which such Ucensed Program operated.
D.lnstalling error corrections and maintenance releases.
2.4 Product Maintenance Release Services
Unisys Responsibilities
2.4.1 Unisys will provide error corrections and maintenance releases to the Program Product(s) which have been developed by Unisys.
Such releases shall be licensed to CUSTOMER only for use on the Designated Computer System( s) under the terms and conditions of
the Program Product Ucense Agreement Each maintenance release will consist of a set of programs and files made available in the
form of machine readable media and will be accompanied by a level of docLmentation adequate to inform the CUSTOMER of the
problems resolved including any significant operational differences resulting from the release which are known by Unisys. Unisys
agrees that each maintenance release of application and environmental Program Products will be compatible with the then current
unaltered release of System Software applicable to the Designated Computer System(s).
Customer Responsibilities
2.4.2 CUSTOMER will install all error corrections and maintenance releases.
2.5. On-call Support Service
If a problem occurs which significantly impacts CUSTOMER's usage of the subject Program Product and remains undefined or unresolved
either by detour or permanent correction after the CUSTOMER has taken the actions prescribed by the Unisys Support Center, Unisys will, at
its option, dispatch a representative to the Service System Location.
Unlsys Responsibilities
2.5.1 Unisys will provide On-Call Support Service to CUSTOMER ciJring the hours of 8:00 am. to 5:00 p.rn. CUSTOMER local time, Monday
through Friday excluding Unisys recognized national holidays.
Unisys shall provide or make available: '
A. Advice and assistance in diagnosis and identification of errors or malfunctions in the subject Program Product(s).
a On-site consultation on correction or detour of identified errors or malfunctions.
C. Advice and assistance on completion of a FCF to report errors or malfunctions to Unisys as specified under Section 2.3.
Customer Responsibilities,
2.5.2 When a significant operational problem occurs, which is reasonably related to the subject Program Product and which cannot be
adequately identified, or avoided by detour or correction by CUSTOMER, then CUSTOMER shOl'ld contact the designated Unisys
, Support Center using the Telephone Service, described herein. CUSTOMER agrees to perform thb problem diagnostic activities and
routines requested by the Unisys Support Center prior to any dispatch by Unisys of a representative to the Service System location.
3. General Customer ResponsJbUltles ,
3.1 The CUSTOMER will undertake the proper supervision, control and management of its use of Program Products including but not limited to:
(1) assuring proper Designated Computer System configuration, Program Product in..l\taJlation, verification, audit controls, and operating
methods; and (2) ensuring proper procedures for the security of data, accuracy of input and output, and back-up plans, including restart
and recovery in the event of hardware or software error or matf\r1ctlon.
3.2 The CUSTOMER will ensure that its personnel are proper1y trained in the operation and usage of Program Products, and associated
equipment, and wiD undertake the operation in accordance with any advice given by Unisys.
3.3 The CUSTOMER shall designate to Unisys a person proper1y trained in the operation and usage of Program Products to serve as
CUSTOMER'S primary contact with Unisys for Program Product problems.
4. Charges
4.1 CUSTOMER agrees to pay Unisys the amounts set forth in this Agreement and any Addenda hereto. for Ucensed Program Services. If no
rate or charge for services is specified, Unisys published rates and charges in effect as of the date Ucensed Program Services are provided
will apply. Thereafter, services and support wiD be provided at the then current Unisys published rates.
4.2 CUSTOMER agrees to make payment within ten (10) days of receipt of invoices. CUSTOMER further agrees to pay a late payment charge
computed atthe rate of one and one-half percent ( 1~$) per month, or at the maximum late charge permitted by applicable law, whichever
is less, on any unpaid amounts for each calendar month (or fraction thereof) that such payment is in default
4.3 In addition, CUSTOMER agrees to pay Unisys any tax (except personal property or tax based on net income) on this Agreement, or
measured by the prices, other charges, Program Products, or their use, or services f1I'nished, however designated, levied or based
whenever Unisys must collect and/or pay such taxes from or on behalf'of the CUSTOMER according to the applicable statutes and
ordinances, as interpreted by the departmental authorities of the taxing unit
4.4 ,If, after a request by the CUSTOMER for UcensecI Program Services, Unisys reasonably detennines thattherewas no error or malfunction in
the subject Program Products, the CUSTOMER agrees to pay for lilisys services at Unisys then current prices.
4.5 Media (SUch as disks or magnetic tapes provided by Unisys under this Agreement) and their associated delivery costs are chargeable at
Unisys standard rates in effect at the time of shipment .
5. Perfonnance of ServIces
5.1 Unisys reserves the right to assign persomel or to subcontract to third parties who are; in Unisys sole judgment, qualified to render the
services requested. '
5.2 While Unisyswill endeavor to provide Ucensed Program ServicesasprompUy as is reasonable, the timing of their rendition is subject to the
availability of qualified personnel. Also, the time in which an error correction or demur can be devised and tested cannot be accurately
assessed in advance. Consequently, all dates or times QUOted, or estimated, for supply of Ucensed Program Services or their completion
are estimates only and are subject to alteration.
5.3 Except to the extent that Program Products may be subject to warranties under the Program Product Ucense. Unisys does not guarantee
Ucensed Program Service results or represent or warrant that aD errors or malfunctions will be corrected.
6. ntle and Ucense
CUSTOMER agrees that the fumishing of Licensed Program Service by Unisys and/or its subcontraC'LOrs under this. Agreement conveys to
CUSTOMER only a persona~ non-exclusive and non-transferable right and license, without the right to ~lIntsublicenseS, to use the information
conveyed to CUSTOMER, and any programs supplied to CUSTOMER hereunder shall be supplied without warranty and subject to the, terms and;
conditions of Unisys then current Program Products Ucense, unless separately provided otherwise. Unisys retains the entire right, title and
interest in and to all proprietary rights related to the information, software or program code and other items supplied underthis Agreement, even
if they have been jointly developed by Unisys and CUSTOMER. CUSTOMER agrees not to disclose or disseminate to others any material or
information supplied to CUSTOMER under this Agreement without the prior written permission of Unisys. ,
1IIIIl.LJ \.!JU) UI!IY!. III !Ul.lIl.lI~, UII:! l..U"IUIYl~H snail nave me ngm to terminate mlsl\greemem In wnole or In respec\. 01 un:: nogrcslfl
Product affected upon one (1) months prior written notice, so I ng as such termination notice is received by Unisys during the
. aforementioned ninety (90) day period. If this Agreement, or part th reof, is terminated by the CUSTOMER, then Unisys shall refund any
amounts paid in advance by CUSTOMER for Ucensed Program Serv es which are now being terminated by Unisys.
9.2 - This Agreement may be terminated by either party at any time upon default by the other party of any covenant of this Agreement if such
. default is not corrected within sixty (60) days after receipt of writte notice. The written notice must set forth particulars of the alleged
default
9.3 This Agreement may be suspended byUnisys, without notice, if pa ent is thirty (30) days in arrears, or terminated by Unisys, without
notice, if payment is sixty (60) days in arrears. CUSTOMER'S obligati n to pay charges which have accrued and any damages arising from
CUSTOMER'S breach of this Agreement shall survive any terminatio .
10. Additional Products and Services
In addition to the Ucensed Program Services offered under this Agreeme Unisys offers other products and services under terms of separate
written agreements. Unisys and CUSTOMER agree that the provision of any uch products or services by Unisys shall not be the subject of an oral
agreement Any provision of such products and services, as available, will be subject to a written agreement with Unisys.
11. General
11.1 This Agreement constitutes the entire and complete Agreement be een the parties with regard to its subject matter and supersedes all
prior communications between the parties of any nature. The Cus omer represents and warrants that in deciding to enter into this
Agreement, CUSTOMER has not relied on any infOrmation supplied 0 statements made by Unisys except those contained in writing and
signed by an on behalf of Unisys.
11.2 No modifications or amendment to this Agreement and no waiver of a y provisions shall be valid unless made in writing and signed by duly
authorized representatives of the parties. Any written order or other i trument issued by CUSTOMER before or after the effective date of
this Agreement pertaining to the services provided shall be void, ex pt as otherwise expressly provided in this Agreement
11.3 The laws of the State in which these services are performed shall g vem as to the interpretation, validity and effect of this Agreement
11.4 Unisys shall not be responsible for a failure to fulfill its obligations h reunder as a result of causes beyond its control.
11.5 The remedies provided herein shall not be deemed exclusive but shall e cumualtive and shall be in addition to all other remedies provided.
No delay or omission in the exercise of any remedy herein provided r otherwise available to Unisys shall impair or affect Unisys right to
exercise the same. Any extension of indulgence (which must be in wri ing) shall not otherwise alter or affect the rights or obligations or be
deemed to waiver the remedies.
11.6 No action, regardless of form, arising out of this Agreement may be rought by either party more than one (1) year (or, a longer period if
required by law) after the cause of action has accrued.
I
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Clarification of Column Headings:
Ucensed Program SIntce ElICtIoIt
Based on table in Section 21
1-PSA1
2. PSA2
3 - PSA3
4 - PSA4
S--PSAS
Service LocatIon Election
1 - Ucensed Program Services applies to aI Designated Computer Systems at a Service System Location.
, 2 · Ucensed Program Service applies to a single Designated Computer System at a Service System location.
1i15170 (71871
SdIeduIe .
Item Type of Pnxluct Description Per penon Maxillllll1 Charge
number - S8IYice Slyte of S8IYice hourly daily womJBys/
(me If app.) (hours if 8ll1l,)
1 Installation ISI FLD Syst N/A 6 days $3,8000
Soft are
Inst llation
Chargeallle work hows/dIys
6 days
Hourly/dally rate per person
Net cllarges
s
this Agreement (Including the agreements Incorporated by reference In Section 10) constitutes the entire agreement, understanding and
representations express or Implied, between the CUSTOMER and Unls with respect to services and support and supersedes all prior
communications, Including all oral and written proposals.
Accepted:
C STOMER BY ITS SIGNATURE ACKNOWLEDGES THAT IT HAS READ THIS
A REEMENT, UNDERSTANDS ITS PROVlSIONS,AND AGREES TO All OF
TERMS AND CONDmONS, INCLUDING THE UMITATION OF UABIUlY.
Unisys Corporation
City of Clearwater .
Customer
~
By (Authorized signature I
By (Authorized signawre)
Tille
Tille
Ollie
Ollte
1914306 (6/87)
i
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1. T ethnical Services
The following Technical Services shall
be available to CUSTOMER; provided,
however, that each such service select-
ed by CUSTOMER shall be described in
detail on the attached Description of
Systems Services and Support
(a) System Implementation Service:
Unisys shall implement that portion
of the Unisys Program Products set
forth in the attached Description of
Systems Services and Support
(b) Conversion Service: Unisys shall c0n-
vert or have converted that portion
of the CUSTOMER'S application pro-
grams identified in the attached
Description of Systems Services and
Support to operate on a designated
Unisys computer system. CUSTOMER
warrants that it has the legal right to
disclose such CUSTOMER'S applica-
tion program to Unisys and to have
Unisys or others convert the CUS-
TOMER'S application programs. CUS-
TOMER agrees that it assumes the
sole responsibility for the output
and throughput of the converted
CUSTOMER'S application programs
and for any errors, malfunctions or
defects contained in or resulting
from tt1e use of such converted
CUSTOMER'S application programs.
(c) Consulting Service: Unisys shaH ana-
lyze CUSTOMER'S data processing
needs and recommend possiblesolu-
tlons for consideratlon and selec-
tion by CUSTOMER.
(d) System Performance Service: Unl.
sys shall measure the performance
of the CUSTOMER'S data processing
system, present the documented
results of the measurerrient and
recommend, possible solutions for
consideration and selection by CUS-
TOMER.
(e) Technical Seminar Service: Unisys
shall conduct technical seminar{ 5)
as set forth in detail in the attached
DescrIption of Systems"Services and
Support.
(1) Ale Conversion Service: Unlsys shall
convert that portion of the CUSTO-
MER'S data files as set forth in the
attached Description of Systems Ser.
vices and Support to be compatible
with the file- formats of the desig-
natedUnlsys computer system. CUS-
TOMER agrees that it assumes sole
responsibillty,for the accuracy and
the content of such comerted data
flies.
(g) Programming Service:- Unisys shaH
develop the custom application pro-
gram(s) as set forth in detail In the
attached Description of Systems Ser-
vices and Support and such devel-
opment shan include system ana~
sis, systems, design, Programming
and' operating documentation. The
custom application program( s) shall,
upon acceptance by CUSTOMER and
payment to Unisys therefor, be li-
censed to Unisys, as a Warranty
Class 2 Program Product, pursuant
I
to the terms and conditions of the
Program Products Ucense. Accep-
tance by CUSTOMER shall be deem-
ed to occur upon receipt by Unisys of
written acceptance from CUSTOMER
or ninety (90) days after delivery of
said custom application program(s)
to CUSTOMER, whichever occurs
eartier. Unisys shall deliver to the
CUSTOMER, as part of the custom
application program(s), the source
code therefor. CUSTOMER acknowl-
edges and agrees that the custodial
and maintenance responsibilities
for the custom application pro-
gram(s) and related material rests
solely with the CUSTOMER.
(h) Modification Service: Unisys agrees
to provide the CUSTOMER with pro-
gramming services to alter the
source code of any Unisys applica-
tion Program Product licensed to the
CUSTOMER by Unisys to provide the
capability as set forth in the Des-
cription of Systems Services and
Support. These alterations will be
made to a specified release level of
the application Program Product Any
request to incorporate such altera-
tions into subsequent release levels
of the application Program Product
nustbe COIIered by a separate Agree-
ment for ~ Services and Sup-
port Unisys, for a period of ninety
(90) days after delivery of the altera-
tions to CUSTOMER, agrees to pro-
vide programming services to at-
temptto correct any error or malfunc-
tion in the alterations identified by
the CUSTOMER to Unisys during said
ninety (90) day period. Unisys shan
deliver to the CUSTOMER, as part of
the modification services, the source
code for such alterations to the
application Program Products. CUS-
TOMER acknowledges and agrees
that the custodial and maintenance
responsibilities for such modified
Program Product rest solely with the
CUSTOMER.
(i) Workshop Service: Unisys shall as-
sist the CUSTOMER in expanding its
understanding and ability to use the
Unisys Program Product licensed to
CUSTOMER and set forth in the att-
ached Description of Systems Ser-
vices and Support by providing a
supeMsedoperation, on liIisys equip.
ment at a Unisys facility, of such
Program Products.
2. ChIrges -
(8) Customer sh8Il pay Unisys for Tech-
nieaf Services requested as speci-
fled in this Agreement, provided
these services are rendered during
a period of one year from the date
Unisys signs this Agreement If no
rate for such services is specified,
Unisys published rates win apply.
Thereafter, services may be provided
atthethen current Unisys published
rates.
(b) Invoices for Technical Services pro-
vided shal be rendered at the end of
I
each month in which services have
been furnished. CUSTOMER shall
make payment within ten (10) days
of receipt of such invoices. CUSTO- .
MER shall pay a late payment charge
computed at the rate of one and
onl~-ha/f percent (1Y.z%) per month
or at the maximum late payment
charge permitted by applicable law,
whichever is less. on the unpaid
amounts for each calendar month
(or fraction thereof) that such pay-
ment is in default
(c) In addition, CUSTOMER agrees to
pay Unisys any tax (except personal
property or tax based on net income)
on this Agreement, on or measured
by the prices, other charges, Pro-
gram Products, or services furnish-
ed, or their use, however designated,
levied or based whenever Unisys
must collect and/or pay such taxes
from or on behalf of the CUSTOMER
according to tIJe applicable statutes
and ordinances, as interpreted by
the departmental authorities of the
taxing unit
3. Perfonnances of ServIces
(a) Unisys reserves the right to assign
personnel or to subcontract to third
parties who are, in Unisys sole judg-
ment, qualified to render the servi-
ces requested. .
(b) While Unisys win endeavor to pro-
vide Technical Services as promptly
as is reasonably possible, the timing
of their rendition is subject to the
availability of qualified personnel.
Also, the time required for the per-
formance of services hereunder can-
not be accurately assessed in ad-
vance,; Consequently, all dates or
times quoted, or estimated, for sup-
ply of Technical Services or their
complation are estimates only and
are subject to alteration.
(c) Unisys does not guarantee Techni-
cal Service results or represent or
warrant, expressly or impliedly, that
Technical Services can be complete-
ly performed within the agreed per-
iod, if any, or that the objectives of
the undertaking can be obtained.
4. nae and Ucense
CUSTOMER agrees that the furnishing
of Technical SeMce by Unisys and/or
its subcontractors under this Agreement
conveys to CUSTOMER only a personal,
norH!XClusive and non-transferable right
and license, without the right to grant
sublicenses, to use the information con-
veyed to CtJSTOMER, and any programs
supplied to CUSTOMER hereunder shall
be supplied without warranty and sub-
ject to the terms and conditions of Un i-
sys then current Program Products U-
cense, unless separately provided other-
wise. Unisys retains the entire right,' title
and interest in and to aU proprietary
rights related to the information, soft-
ware or program code and other items
supplied under this Agreement, even if
they have been jointly developed by Uni-
sys and CUSTOMER. CUSTOMER agrees
.
.
.
Technical Service( s) -directlv-rEliat~
'to CUSTOMER'S cause of action.
Jhis limitation shall not apply to per-
.sonal injury or tangible personal
property claims caused solely by
Unisys negligence.
6. Non-Unlsys Software
Unisys shall not be required to render
Technical Services for non-Unisys equip-
ment or software.
7. Term
Unless terminated pursuant to Section
8, the term of this Agreement shall be
twelve (12) months from the date of its
acceptance by Unisys or date of delivery
of the Program Product for which Tech-
nical Services described herein are be-
ing provided, whichever is later, and
thereafter shall continue in force until
terminated by either party upon ninety
(90) days prior written notice.
8. Termination ..
(a) Unisys may revise the nature and
content of Technical Services or
terminate any or all of them with a
minimum written notice of ninety
(90) days. In such case, the CUS-
TOMER shall have the right to termi-
nate'this Agreement in whole or in
part upon one (1) months prior writ-
ten notice, so long as such termina-
tion notice is received by Unisys dur-
Fonn IlIlInlIr
1906864
1914413
1915170
1914116
1906849
1ql?7g~
I
-, -."-J-' n......... """',,,'''''. II ,",,,,IIIUln.
is thirty (30) da in arrears, orter-
minated by Uni without notice, if
payment is sixty 60) days in arrears.
CUSTOMER'S bligation to pay
charges which eve accrued and
any damages a 'sing from CUSTO-
MER'S breach f this Agreement
shall survive any termination.
9. General
(a) This Agreemen constitutes the
entire and comp te Agreement be-
tween the parti with regard to its.
subject matter ndsupersedes all
prior communi tions between the
parties of any n ture. The CUSTOM-
ER represents a d warrants that in
deciding to ent r into this Agree-
ment, CUSTOM has not relied on
any information supplied or state-
ments made by nisys except those
contained in wri 'ng and signed by
and on behalf of Unisys.
(b) No modification or amendment to
this Agreement ndnowaiverofany
proviSions shall valid unless made
in writing and si ned by duly autho-
rized representa 'ves of the parties.
Any written ord r or other instru-
ment issued by STOMER before
or after the eft ctive date of this
Agreement pe ining to the servi-
ces provided sha I be void, except as
CUItamer initllls
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IIIIUIlr, UJ UIIIJJJ UIIU UUUIUIIILlL
(e) Unisys shall not be responsible for a
failure to fulfill its obligations here-
under as a result of causes beyond
its controL
(f) The remedies provided herein shall
not be deemed exclusive but shall
be cumulative and shall be in addi-
tion to all other remedies provided.
No delay or omission in the exercise
of any remedy herein provided or
otherwise available to Unisys shall
impair or affect Unisys right toexer-
cise the same. Any extension of
indulgence (which must be in writ.
ing) shall not otherwise alter or
affect rights or obligations or be
deemed to waiver the remedies.
(g) No action, regardless of form, aris-
ing out of this Agreement may be
brought by either party more than
one (1) year (or, a longer periOd if
required by law) after the cause of
action has accrued.
10. Other Applicable Agreements
The following Unisys agreements are
incorporated by reference into this Agree-
ment:
nUe of IIJ88Illent
List of Ad~'l Program Product,
Program Products License
Program Products Service AgIEE
Agree. for EqUipment Sale
List of Additional EauiDment
Description of System Service!
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Lnsys Corporatial
DESCRlFl10N OF SYSTEM SERVICE
CUSTOMER
City of Clearwater
DAn:
DESCRIPTION OF
8 y a t e. SYSTEM SERVICE
80ftware Iaatallation
A6 Genpr~' Sy~rpm
DETAILED DESCRIPTION: The foaowlng .. a complete atatement of the aervlce Unlsya .. obngated
to provide to the Cuatomer under this Syatem Service Item No. This atatement contains an commlt-
..enta aa to manpower, coata. acheduled atart/completlon dates, aervlce reporting criteria atand-
arda, procedurea and responalbllltlea of Unlaya/Customer. . .,
~heseser.ices apply only to the initial iastallation of the A Series
computer and will Ite p.rformeel on mutually agreealtl. dates.
nEM
NO.
One (1)
TYPE OF SERVICE
Installation
PRODUCT
STYLE
ISI FLD
MAXIMUM
HOURS
Siz D.7S
Any aelditional ser.ic.s ne.eled ~~t not lelentifled here will ~e aeldresseel in a
".parate contract.
V_i57S Cu~j~..r Ser.ice .ill pro.iele installation anel consultiag .er.ie.s to
as.ist in the lastallatioa of appropriate r.l..se le.els aael en.lronaental
.oftware on the A Seri.. oo.puter .7ste..
Data cO_lInieatioas a'aa17s1a. aael Installation .er.io.s oo.ereel la tills
eoatract are restriet.eI to .taaelarel poll-select anel ftY protoeols. Any
additional protocols a..4.eI.aa7 r.qulr. a ..parate oon~raet.
'l'lle la.tallatioa ser.lo. ~il1 In~luel. the following:
I. Instal1atlo~ Plannln.
A. A Unisys r.pres.ntati.e will condllct a system software pre-
installation planning s.ssion with the custo.er. Durin,.this
s.ssion, the representati.. will gather inforaation to produce
. writt.n installatioft plan. 'rhe Custo.er will asslp an
inst&ll~tion ooor4inator t~ assist in ,ainia, answers and
decisions r.latl.. to installation tasks. Speeiflo ite.s, to It.
ad-4r.ssed ia till. ..ession wi.l1 include:
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t. D.teraia. laitial Mcp. options.
2.. D.teraia. 1ai tla1 .yst ea factors.
3.D.t.rain. laitlal Jolt queuea.
4. Det.raine/el.efine .yste. liltrarl.s.
S. D.t.raiae laitial .yst.. usereodes aael passworels,
I... I)....lop aa.in~ coa..ntioas for elislt packs aftd elet.raifte
paclt al10eatloa.
7. Det.raine print.r Itackup us.,e.
a. D.t.raine data. eo_unieations network specifications.
9. D..teraine aee.ssary aanuals to Ite ordered. and
I_D. .e.l... customer DP staff for tralnln, r.co_endations.
:
1. verllleallon 01 arrlW.1 1 aratre. lall.,Z' 1ft. sIAUII.,
2. Iastallatloa assistance for aaJ of the fol10wial liceased software:
- Me, &Del UHlities (MC u MCP/AS)
- COMS Cluul)
- anJ compl hr,
- MAIC
- SMF II - Site Aaa17s1 OnlJ
- WFL'
- IDC
- NDL II
- CANDE
- DM5 II
- SIT
- PrintS/lePriatS
- DI 2 (DNS II IaqulrJ)
- INTEIPIO
3. ht MCP .,sha opthas
4. Set s,sha latrlash op Iou
~. Set sfst.. factors
I. ht .pjo)) ...us
1. Set .p ~aclup Halt/Load Paet
8. Set 'Jste. libraries
9. Establish sJste. usereo es aad passwords
10. Lab.l dist pacts and se 10cati~asof sJstea resource fil..
11. Set optioas for AUTO 8A IUP
22. Prowide assistaDce ia _ .ory coafl,urations
13. Coasult on set .p of ia'tial sJste. svperYisor
14. Ide~tif1 aad remowe unn cessarJ fil.s froa disk
1~. leIeaHfy aad don:eat r qviredsysle. files and s1stea pr09ra~s
16. le.iew ialtial backup p ocedures for IJstea
17. le.ltw 'Js ha power oal ow.r off procedvres
II. Est~'li.~ procedures for traasfer, ~ackvp, aad priatln, of '7ste. 10,s
19. Assist with lDltial co unlcatloasaetwort to laclvde:
a. Geaerate aetwork flIes.
b. Ialtialile lnd welll, aetworl conti,vlation,
c. le.lew .ith Cvsto el the opelatioa 01 aetwork confiluration
software.
The A 5.rles installation aad fulfillaent of this coatract will be coarlete whea the abo..
tasks art aceospIishtd. Th. cvstomer will t en ,. iayoieed for these ser.iees.
,
Ualsys .il1 be availa~le for a ,ost-lastalla ion r..le. aeetta, to rewl.. doe_aentation and
procedures set fort durlal lastallatlon aa4 0 respoad to r.1..aat lasta11ation .vestions,
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UNISYS
Equipment Maintenance Agreement Addendum
CIlSlomer Unisys CSE bnInc1l
CITY OF CLEARWATER TAMPA CSE Page of
EQuipmellllocation (Ml) Maintenance area BT number
10 S. Missouri Avenue METRO 03500428
Clearwater, FL 33516 Cantrec:l1WJe Ml numller
03500428
a..-fllr
Slyle Serial numtJer 0e&cri0ti0n 8I5ic period
A6F A6 System Includes: *
A6FCP A6 Central Processor with 12MB Memo
T2712 ODT Operator Display
B9493-125 Inbuilt 125MB Disk Drive *
B9493-125 Inbuilt 125MB Disk Drive *
B9493-125 Inbuilt 125MB Disk Drive *
B9493-125 Inbuilt 125MB Disk Drive *
X310-90 SCSI Disk DLP *
X378-20 DC DLP 3 *
X378-20 DC DLP 3 *
X378-20 DC DLP 3 *
X378-20 DC DLP 3 *
X246-97 Printer Tape DLP *
AEC Expansion Cabinet *
MD-8-4 1000MB Fixed Disk Drive 180.00
MD-8-4 1000MB Fixed Disk Drive 180.00
X304-98 XSMD DLP *
X304-98 XSMD DLP *
B9246-7 650 LPM Printer 105.00
B9246-7 650 LPM Printer' 105.00
*w.ARRANTY COVERAGE INCLUDES THE BASIC 5x9
MAINTENANCB FOR A PERIOD OF 12 MONTHS
Remeclial Maintenance .
Daysotll1eweekcovered Monday - Friday
0aiIy basic 9-lIour periOd: HcAn fIIlm 0 8 0 0 -1 70 0
- Deily eJl8llded periOd: HoIn fnlm 1700 -Mi dni g h t
- 0aiIy8lllllCled IleuS nut bUO,..CUM 1Il8lld c:ora- wiII-.: period-..
El't8ctive d8\lI .......... Mon thl y
ledIdinC LniIWI ~ hoIidays~
570.00
Ref. numIler
Ex\endeCI periocl
70.40
12.50
12.50
12.50
12.50
17.40
11. 70
11. 70
11.70
11. 70
10 .20
10 .56
45.00
45.00
11. 70
11.70
31. 50
31. 50
.TOllIIIl8sic: charI8
381.76
TOllII 8ItIlldecI dWJe
In Advance
951. 76
. ConDneG dl8rpS
If any portion of the basic nine. (9) hour period is before 7:00 am. or after 6 pm. and/or for other than Monday through Friday, the added applicable charges will be
incorporated in and become part of the Basic Period Charges above. Except as herein above provided the Equipment Maintenance Agreement shall apply as written.
Accepted
Unlsys Corporation
One Unlsys Place
Detroit, MI 48232
CUstomer billing address
City of Clearwater
Data Processing
P.O. Box 4748
C~earwater, FL 33518
~ ~
Yo
TIlIlI
Branch
Tampa CSE
By (Customer SeMce Engi.-ina Manager)
0.
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.19OOlI91 (9/87)
1>>. REMEDIAL MAINTENANCE
(I) UNISYS win provide --'iaJ rnaimeDuIa:. .. nquiftd. cIurift8 lhe days 0( die
week .... houn 01 lhe days idenlirlCd ia die EQUIPMENT MAINTENANCE
AGREEMENT ADDENDUM, All companenlS Iac-.l . _same_ ad iMer.
--.:lId by UNISYS' lip! aDd poweI' cables. ar lheir equMIcnl. ... nquin:d
ID he oabjec:IlD lhe same desip.-t ItemedW ~ houn idenlirlCd in Ibe
EQUIPMENT MAINTENANCE AGREEMENT ADDENDUM. Iflddi..... _
c:hi..'~ ar -.pclM<.a. ... 8dded 1D Ibe equipment lised an _ Addendum ad ...
ID be __lied hemmder. such addilians will be accepIIld by UNISYS aI _
~ __ ....u......cc qrecnad _,
(2) If CUSlOMER ~ remedW mai_ CIUlSide 0( dle Remedial Mai......
_ Hours idcIIIirlCd ill Ibe EQUIPMENT MAINl"ENANCE AGREEMENT
ADDENDUM. UNISYS .....1 provide same. subjoa ID _ ..,.;w,;licy 01 rleld
~ . ilS bourty _ ~ ia effect, Trawl lUMlO -.I r-n CUSlOMER's
.-.u- will be iIIl:luded iIIlhesc cIIup:s.
\Vbcnna- equipmeM is ~ IIICd CIUlSide 01 dle bMic eitIK (I) hour period
CUSTOMER ..... 1D pum- cooaaac. vUI Ibe EQUIPMENT MAINTENANCE
AGREEMENT ADDENDUM. rar such "ClIIe11ded _ period" comap: (C'KludiDa
UNlSYS .-..- boIidays), Once CIllIbIIsbed. u ..atended _ period': shall _
__ rar a ~ 01 dne (3)-.dIs,
(4) ..... ~ ID ...... JIIopel' funcdanina 0( dle equipmeM will be f1IrDisbecI II
110 8ddiIianaI -. ucIudiDc dle pIIftS casl 01 Series RE ~ priaI cIcmcDls
IIId _,
(5) ..... ~ ....... RemediaJ ar ~w ~ llllcame Ibe pnlpllIIy 01
~, UN1SYS
Co A'ITACHMENTS
C1JS'J'OMER ..... IIllC ID cmpIoy 8dditianal ~. r_.ar dnica 10 _
~ mUe ..tendons ID _ ~. ar pennillhe .--....:e 0( dle equip-
- by adIer ... UNISYS' ~I wi.. dle wriIIeII _ of UNISYS.
UNlSYS shaJJ 110( be IiUIe rar as ar dunqe 1D CUSTOMER IaIIllin& dlerd""".
.... CUSTOMER .....1 be I" 1D UNISYS far..y .mce _ iIIcuned by UNISYS
as a -...~ lhenlof,
II. FIELD ENGINEERING SPACE
CUSTOMER will provide adeqI.- workinl II*C willlin -..bIe diswtcc or _
~ for _ 0( UNISYS Field Enpneerinll penonncl &lid rlCililies rar slOnJe
IIId safebepina or UNlSYS proprietary maiJIteuna: IIId pnlducllUJlPIlft maIeriaIs.
leSt equi..... IIId IJMft pans,
Co stJPPl.IF1;
(t) EquipmenI ___ cIwps do 110( include _ rumishifta of lllJIPIies IllICh as
rilIlIo.. canis. p.per.. p.pcr rorms. ar ~ tape,) Only supplies which
meet UNISYS spe.:irac:alicllll .....1 be llIed when _ perfonnancc ar mainIenMce
of _ equipmenl may be affected,
(2) Ribban supplied by UNISYS II esabliIIled prices will be ~Ied r_ of charp
when och;:r ~=i<" ,work is beina n:ndcn:d, An apprapr;a. charp will be made ir
a IplCiaIIrip is n=quin:d.
r. 0'I1IER SERVICES
(.) When. in Ihe opinion of UNISYS. Nwork ar IlIop ICI'Yicc is necaaary. it will be
provided in ecconIadce with policies &lid _ dIeD cum:ndy in effect. t.scd an
_ .. or Ihe equipmenI r-n die iDiliaJ sale cIaIe ad die ...mber of boars or die
day .. days or die week 1IICd,
ACCEPTED
UNtSVS CORPORATION
1Inncb:
TAMPA CSE
By:
FWd ~-...
n.ta:
..,
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is ...-- may be ,SUSPeDlIed by UNISYS. wiIhouIlIllCic:e. ir JIIIYIDCllI is 130.
in anars. ar ImIliIIaIed by UNISYS. wilhoulllOlice. it paymenlis (60) days
-. This ...-- may be lemIiJIaIed by eidler JlIIftY 1\ _ cad 0( any
naKh provided wriaen IIlIIice ollamiulian is poen 1D dle oIher pM}'
Ieasl (90) clays priar ID daIl: oflel'minalioD,
applicable \&& will be 8dded ID oIher c:MrJes spociflCd.
candilians. cIecIricaI rcquiIemeDIs and siIe r.:ililies ... ID be in
willi UNISYS i.-Jlarian _. I = i.ions and speciralians.
ISYS is IIllC oblipled ....... Ibe _ 01 Ibis I\plemeDIID ., cIanIaIC 1D
, caoaed ciIher dinlcdy 01' .iadirICIly .. a RlIlIlI or (I) __ radiation
~ ~'arisiat - ollbe _ by CUSTOMER O(~
, . (2) accident. DeJli.-z. ar aboIoe. 0( ar by CUSTOMER ar \hint pMics;
3) faiJun: of CUSTOMER ID maiaWn nquftd _:.-~ ~ (~)
alenIaIlD _ 1JIIaII'.-h.. eIecIric JIll"CI' n__ 01' failures: (5' rue.
. die ~ ar _of God; (6)____ol_UNISYS...-
reaa- ID dle ~ by CUSTOMER ar dIird ....' Such ., will be
anly IIpIlIl specirlC onter, by CUSTOMER.. and after ~ 'by
ER 0( _ esIinIIIcd c:MrJes lheIeIcn.
, ....-.-.....1 be effecIiw 011 _ dale ICCCpICd and accuICd by &II &IIIhorizl:d
'w of UNISYS -.I is _ \IlInIIenble wilhoul _ _of UNISYS.
sltUl JaII&iII ill effect lllllil IlII'IIliaIed .. heftiD plUVitIed,
N NO EVENT SHALL UNISYS BE UAIlLE FOR LOSS OF PROFITS. IN.
IRECt'. SPEClAL. CONSEQUENTIAL OR antER SIMIIJ.R DAMAGES
SING our OF ANY BREACH OF THIS AGREEMENT OR OBUGAnON
DER THIS AGREEMENT.
NISYS SHALL NOT BE UABLE FOR ANY DAMAGES CAUSED BY DELA Y
N FURNISHINO OF MAINTENANCE SERVICES UNDER THIS AGREE.
ENT,
(8) SlOMER apes IbIIdIe maimenance &lid pnlIIuc\ IUflpOIt l1lIIICriab which are
IocaIed 1\ _ CUSIOlIleI"S flCilily IOIcly ror use by UNISYS oerva penoomel are
pnlplIfty of IIId pnlprieIary 10 UNISYS and shall be removed by, UNISYS ar
10 UNISYS by CUSlOMER. upon II:l'IIIinalian of Ibis ..--m,
STOMER furIber &pees 1D _ .. COIIrldenlial and 10 pnIIec\ die pnlprieIary
, IIId pnlducllUflpOIt maICriaI. ar any pan Ihcrcor. r-n CClp)'inl 01'
ID any puIy,
MER. BY m SlGNA1VRE. ACKNOWLEDGES THAT IT HAS READ
AGREEMENI'. UNDERS1'ANDS IT. AND ACREES TO ALL m TERMS
CONDmONS.
OF CLEARWATER, DATA PROCESSING
_..; ~ ZIp: 33518
D...:
11002I7 (l'lEV, 7117)
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CITY MAINFRAME COMPUTER UPGRADE
BACKGROUND
The City began automation in 1962 with one application, Utility bill
preparations. Since that time, growth of the City and the implementation of
automation has necessitated a plan that requires continual increasing of
equipment capacity a~d capabilities. The first upgrade from unit record
equipment to stored program equipment was in 1967. The second upgrade was
1969 and then subsequent upgrades have been 1975, '78 and '81. The equipment
that we currently are utilizing, the Burroughs B-1955 mainframe computers,
was installed in May, 1981 with a life expectancy of seven years. \Je currently
are ('perating at 95% capacity which is 5-10% over recommended safe operational
leve" s, and as such, we have no capacity to add nevl applications and a very
thin margin to cover normal scheduled do~~time such as maintenance, or to cover
unforeseen emergencies. As you can see,' with the equipment being installed
for slightly over six years, we are on target. A decision will certainly have
to be made sometime during calendar year 1988 to either go fon..arc or freeze
operation as is. The concept of distributed processing has been investigated,
and while some applications could be moved to micro and mini computers, there
are other applications, because of their size, co~plexity and/or multiple
departmental usage, make this impractical. Another negative aspect of this
would be the duplication and duplication increases operational costs.
NEED- TO UPGRADE
As outlined above, capacity has become a real problem. With the Data Processing
activity running 24 hours a day, 7 days a week supporting all the major functions
of the City, it is imperative that we have dependable, accurate, expedient
ope:-ation. To achieve this vle strive for a i:linimum downtime, less than 5%.
To achieve minimum downtime we need equipment that can be maintained in top
condition. Electronic equipment is not unlike other equipment in that age
deteriorates and increases maintenance dollars. The City currently runs 18
applications for a total of 595 programs plus sorts. In addition to the normal
main:rame peripherals of disk drives, printers, magnetic tape drives, etc.,
these computers are supporting 8 data communication lines, 21 communication
moderns, 106 terminals, 135 microcomputers and 44 printers.
The daily workload of the General machine, Honday through Friday, 24 hours
a day, is an average of 371 jobs processed per day. lVeekends average 35 jobs
processed per day. As you can see, during the week this is almost 4 jobs started
every minute of the day. Each job requires mounting of disk drives, tape reels,
loading and unloading paper in the printer and some twelve other activities.
The Safety machine, operating 7 days a week, 24 hours
per day started. However, I would like to point out
run continuously 24 hours a day. In other words,
production is achieved with three people on the day
each, evenings and nights.
a day, averages 28 jobs
that four of these jobs
they never stop. This
shift and two people on
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WHY UPGRADE?
I have recommended that we remain with NISYS (Burroughs) Corp. and upgrade
rather than look at other equipment and v ndors at this time. There are many
reasons why it is to our advantage to do this. All of them I consider to be
very important.
0) We have had a solid, positive r lationship with this company
since 1975 having always received very good support. It would
be a minus to us to have to sta t a relationship with a new
company.
(2) The continuing effort of the empl yees and management of UNISYS
Corp. to always keep us going is unparalleled in the industry.
To remain with UNISYS Corp. is asap-out of hardware components
and upgrade of hardware/software hieh requires a very minimal
amount of retraining for staff an no reprogramming. We simply
take our current programs and r compile them. This type of
upgrade is virtually transparent to the user departments and
is of minimal impact on the Data P ocessing staff.
On the other hand, the process of
a RFP, analyzing proposals,
installation and implementation 0
architecture from another vendor
both Data Processing staff and u
the better part of the next two ye
reparing bid specs, publishing
warding contrac t I training I
a new system and new software
is a major trauma impact on
er departments and would take
rs.
(3)
The UNISYS Haster Control
is universally accepted as
other mainframe competitors have
for several reasons--the cost 0
it is non-IBM machine compatib
opinion, follow the rule that
do.
am operating system concept
finest in the industry. The
chosen not to go this route
developing it, the fact that
e and most companies, in my
whatever IBM does, they will
The cost in
mainframe is
hard cost
$500,000.00.
time and labor to c
virtually impossi
of physically co
nvert at this point to another
Ie to determine. The direct
verting would easily reach
A recent publication concerni personnel requirements for
various operating systems show that the support personnel
for the UNISYS MCP concept equires 40% fewer personnel.
Therefore, should we go to one of the other vendors, we could
expect to increase our D.P. st ff by approximately 13 persons
(see attached).
The current installed B-1955
on the industry rating scale.
inframes have a rating of 19
The new A Series equipment has
.
.
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I would not recommend that any computerization planning be
projected beyond eight years. The industry, the technology,
and the users' needs change too dramatically to project beyond
this time frame.
CONCLUSION:
The proposal currently before you only speeds up the process by no more than
nine months as we must consider mainframe expansion in the next fiscal year.
The financing proposal from UNISYS has the flexibility of tailoring to help
the City make this migration. It is not necessary that we use this financing.
This is just an option for us. The upgrading to A Series equipment will allow
us to make the migration with the least bit of effort and impact on the City's
operation.
Their propc....: also allows us to dispose of our present equipment at a price
approximately four times its current market value.
An added bonus is the public relations campaign of UNISYS Corp. for the next
year highlighting l.he City of Clearwater. This would give us nationwide
publicity coverage with television and major publications. I believe this
can only be good for the City and the City I S image. This unique opportunity
will not be possible if the decision to upgrade is made at a later date as
they will be selecting another city to highlight.
Another item that is scheduled for implementation in the next three-year time
frame is the City Wide Area Network (CWAN) and the Department/Division Local
Area Networks (DLAN) being driven at the head-end by the City's mainframe
computers and most certainly at that time we will need the benefit of
state-of-the-art hardware.
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sa:.E SOURCE JUSTI ICATION FOR
NEW CCMPUTER SYSTDt
1. OUr current staff is well acquaint with the Unisys architecture and
its mode of operation. The entire data processing staff would have
to be extensively retrained if we re to convert to a mainframe
other than the A Series.
2. We will save in excess of $500,000 conversion costs by going with
the A Series. Polk Community Coli e upgraded to a Unisys A3E within
the last six months. Other vendor were considered in their
eval ua tion, but the college felt t at the software convers ion would
be too expensive. In their case, they were quoted a ballp:2rk
(generic) conversion cost that wa more than their hardware cost.
3. Our most costly investment is sof OUr investment is protected
by unisys architecture. Hardware igration is possible from the A4F
to the top of the line A17 (Which is 142 times more powerful) without
ever converting software.
4. OUr current teoninals and cabling will work with the A4F and A6F. If
we convert to another vendor's ma'nfrane, our tenninals would no
longer be usable and would have t be replaced. The cabl ing for
those tenninals would also have t be redone (i.e., wiring within the
building) .
5.
OUr data processing staff is sign
slinilar sized cities with compute
were to change vendors it is very
add additional personnel. During
independent research firm survey
throughout the United States. Ov
systems employ 1.7 times as many
Comparisons were made within syst
and large).
ficantly smaller than that of
systems from other vendors. If we
likely that we would be forced to
February and March of 1986, an
350 Unisys and IBM installations
rall governmental sites using IBM
ople as Unisys sytems.
categories (i.e., small, medium,
6. We are currently out of processin power and must move to a larger
system no later than this coming udget year. We are comni tted to
Unisys with our existing note on e 1955's until February 1989.
Unisys has proposed to absorb th $76,654.00 payoff figure, thus
allowing the City to put its mon towards new technology to better
serve our constituents. The Cit 's current data processing General
and Safety Systems, based on a t chnology which is more than nine
.. ... 1 '.:1 ..':.a..'I- .....\........ __..,... __,____..:2 'J\.A __~ .....r
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7. Unisys will provide seven year financing based on an 8.9% interest
rate. The first two years of payments require no increase in
Clearwater's monthly cash flow. In fact, the first year actually
allows a decrease of approximately $1,460.00 each month or $17,520.00
annually.
8. The move to the A Series will significantly reduce the City's monthly
maintenance and energy costs, The estlinated total maintenance and
energy savings over a seven '!ear period will exceed $478,090.00, or
approxbnately $5,690.00 monthly.
9. There is no charge for maintenance on the A4 and A6 CPO's and their
internal components for the first year between the hours of 8:00 a~
and 5:00 pm. This accounts for an approximate $17,000 savings.
10. More than 60 percent of the Flor ida city goverrrnent users and 50
percent of the State government users have chosen Unisys as their
mainframe vendor. In addition to the City of Clearwater some of the
State's largest populated cities including the Cities of Miami,
Jacksonville, Tallahassee, Ft. Lauderdale, and Hollywood as well as
Lakeland, Titusville and many others, use Unisys systems.
11. unisys is the undisputed leader in data processing for goverrrnental
users in the State of Florida. In the data processing industry,
unisys is second only to IBM. The merger of Burroughs and Sperry
resulted in a $10 billion company. In virtually every instance, the
two companies positions were complementary rather than overlapping or
competing, which both enhances and broadens Unisys offerings
especially to governmental users.
12. Unisys also provides an outstanding technical support group. IOC,
the ccmputer industry watchdog, rated Burroughs Corporation nunber
one in customer service and maintenance response times (current post-
merger figures have yet to be released). The local Tampa branch has
more than 60 field engineers and software specialists available to
support the City.
13. Unisys is planning a publicity campaign which will spotlight a few
select installations using the most current "A" Series technology.
The campaign will include articles and regional print adverisements.
The City can in turn can reuse the articles or advertisements in any
Chamber of Commerce or other promotional activity. The City will
receive, within two weeks after receipt of contracts, a letter from
Unisys Communications Department outlining the interview procedure
and highlighting interview topics. Unisys will interview the
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HARDWARE PHYS CAL CmiPARISON
CURRENT
PROPOSED
B-1955 - SAFETY
B-1955 - G NERAL
A/4
A/6
c3mory 1 MEG 2 HEG 12 HEG 12 HEG
erformance
Rating 19 19 35 80
isk Drives 3-70 HEG Removable 2,-70 HEG R movable o Removable o Removable
o Fixed 800 HB Fix d 1250 HB Fixed 2500 HB Fixed
agnetic
Tape 0 3-1600 BPI 0 2-3200 BPI (1)
ata Comm
Ports 5 12 8 16
rinters 0 2-650 LPH 0 2-650 LPH
1) Shared with A/4