AGREEMENT FOR EQUIPMENT SALE (3)
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I
:USTOMER
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, '-
Burro1ughS Corporation
BUSINESS MACHINES GROUP
AGREEMENT FOR EQUIPMENT SALE
(Installment Sale)
{IJ
. '
City of C~earwater
(Firm Name)
10 S. Missouri
(Number!
(Street)
Clearwater Fl 33516
(City) (State) (Zip Code)
IURROUGHS CORPORATION, Business Machines Group, Burroughs rJlace, Detroit. Michigan 48232 ("BURROUGHS"), by its acceptance
,grees to sell and CUSTOMER agrees to buy the equipment listed below.
rEM
NO.
1
2 B
3 B
I 4 B
5 B
6 B
7 B
mount
J.
MODEL AND
DESCR IPTION
UNIT LIST
PRICE
75,000.00
TOTAL LIST
PRICE
75,000.00
QUANTITY
B 1860 Systeminc~udingl 1
.4KB Cache Memory
.B 9348-31 Console Display
.B 1348-32 Con80~e Contro~
.B 1060-65KB Main "Memory
1060-262 262KB Tota~ Memory 1
1098-1 Expansion Cabinet 1
1495-2 Magnetic Tape Control 1
9499-10 Magnetic Tape Exchange 1
1247-4 Line Printer Control 1
1115 Card Reader Control 1
18,750.00
7,425.00
12,390.00
10,927.00
4,0.50.00
1,620.00
18,750.00
7,425.00
12,390.00
10,927.00
4,050.00
1,6.20.00
268,882.00
(a) Grand Total List Price. . . . . . . . . . . . . . , . . . . , . . . . . . . . . . . . . . . . , . . . ,$
(b) Less Credits:
Cash upon execution (Down-Payment) . . . . . $
Other. . . , . . . . . . . . . . . . . . . . . . . . . . .$
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Other. . . . . . . . . . . . . . . . . . . . . . . . . . .$
(c) Balance of Ust Price after Credits ........................,........ $
(d) Plus Applicable Taxes in accordance with Section 7 $ EXEMPT
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$
.,..,.........,................ ...$
(e) PlusFinanceCharge ................ .',..$ 49,016.84
(f) Total Deferred Balance ...................,................,... $
(g) Deferred Balance to be paid in 81 Consecutive
Monthly Installments of $ 3 .784 . .5 1 and a Final Month Iy
I nstallment of $ '3 . 784. '5 1 , payable in accordance
with Section 5.
(h) Plus Contract Processing Charge ............,..........,..,.,.....$
268.882.00"
117,898.84
'lis Agreement (including the agreements incorporated by reference in Section 14) constitutes the entire agreement, understanding and
presentations, express or implied, between the CUSTOMER and BURROUGHS with respect to the equipment and services, and supersedes all
ior communications including all oral and written proposals.
:CEPTED:
CUSTOMER BY ITS SIGNATURE ACKNOWLEDGES THAT IT
HAS READ THIS AGREEMENT, UNDERSTANDS IT AND
AGREES TO ALL ITS TERMS AND CONDITIONS.
, City of
1--
B'1
'.1.18
Date
Dete
HJ1022}:~.!7~ I l
/. .'. . f ,:
;
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I
"
BURROUGHS CORPORATION - AGREEMENT
By
Countersigned:
~cd~
- Mayor-Co.' ion . .
,. ~,;
dt
CUSTOMER
,.
.-
Bur4>>ughs CorporauonJJ{:)
BUSINESS MACHINES GROUP
AGREEMENT FOR EQUIPMENT SALE
(Installment Sale)
City of Clearwater
(Firm Name)
10 S. Missouri
(Number)
(Street)
Clearwater Fl 33516
(City) (State) (Zip Code)
BURROUGHS CORPORATION, Business Machines Group, Burroughs t'lace, Detroit, Michigan 48232 ("BURROUGHS"), by its acceptance
agrees to sell and CUSTOMER agrees to buy the equipment listed below.
ITEM
NO.
1
2
3
4
5
6
7
Amount
Due:
~
MODEL AND
DESCR IPTION
B 1860 System includinga
.4KB Cache Memory
.B 9348-31 Console Display
.B 1348-32 Console Control
.B 1060-65KB Main Memory
B 1060-262 262KB Total Memory
B 1098-1 Expansion Cabinet
B 1495-2 Magnetic Tape Control
B 9499-10 Magnetic Tape Exchange
B 1247-4 Line Printer Control
B 1115 Card Reader Control
UNIT LIST
PRICE
75,000.00
TOTAL LIST
PRICE
75,000.00
QUANTITY
1
1
1
1
1
1
1
18,750.00
7,425.00
12,390.00
10,927.00
4,050.00
1,620.00
18,750.00
7,425.00
12,390.00
10,927.00
4,050.00
1,620.00
268,882.00
(a) Grand Total List Price. . . . . . . . . . . _ . . . . . . . . . . . . . . _ _ . . . . . . . . . . . . .$
(b) Less Credits:
Cash upon execution (Down-Payment) . . . . .$
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Other . . . . . . . . .. . . . . . . . . . . . . . . . . . $
Other. . . . . . . . . . . . . . . . . . . . . . . . . . .$
(c) Balance of List Price after Credits ................................. $
(d) Plus Applicable Taxes in accordance with Section 7 $ EXEMPT
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$
(e) Plus Finance Charge ....................$ 49,016.84
(f) Total Deferred Balance ........................................$
(g) Deferred Balance to be paid in 81 Consecutive
Monthly Installments of $ 3,.784.51 anda Final Monthly
Installment of $ '3,784.51 , payable in accordance
with Section 5.
(h) Plus Contract Processing Charge .................................. $
268,882.00
117,898.84
This Agreement (including the agreements incorporated by reference in Section 14) constitutes the entire agreement, understanding and
representations, express or implied. between the CUSTOMER and BURROUGHS with respect to the equipment and services. and supersedes all
prior communications including all oral and written proposals.
ACCEPTED:
CUSTOMER BY ITS SIGNATURE ACKNOWLEDGES THAT IT
HAS READ THIS AGREEMENT, UNDERSTANDS IT AND
AGREES TO ALL ITS TERMS AND CONDITIONS.
By
Burroughs Corporation
Cit
Authorized Signature
By
Title
x
1910221 (1/76)
'{
Date
1. EFFECTIVE DATE
This Agreement shall be effective on the date accepted and
executed by an authorized representative of BURROUGHS, and
shall continue in effect until terminated according to its terms.
2. TITLE
Title to the equipment shall vest in CUSTOMER upon shipment of
the equipment to CUSTOMER. BURROUGHS 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 will execute, upon request, financing statements
deemed necessary or desirable by BURROUGHS to perfect its
security interest in the equipment. CUSTOME R authorizes BUR-
ROUGHS to file a copy of this security agreement or a financing
statement as a financing statement. A financing statement may be
filed without CUSTOME R'S signature on the basis of this security
agreement where allowed by law.
.
3. INSTAllATION
(a) The initial installation will be performed by BURROUGHS
during BU R ROUGHS normal working hours at no additional
charge. If installation or removal of the equipment by
BURROUGHS is precluded by local law, union agreement or
otherwise, BURROUGHS will supervise the installation or
removal and CUSTOMER will bear any additional costs caused
thereby.
(b) CUSTOMER shall prepare the site to meet BURROUGHS
installation specifications which have been provided to
CUSTOMER and the site shall be ready to receive the equip-
ment at the time scheduled for delivery. It shall be
CUSTOMER'S responsibility to maintain environmental con-
ditions meeting BURROUGHS specifications.
(c) The CUSTOME R shall provide adequate working space
wlthm reasonable distance of the equipment for use of
BURROUGHS personnel.
(d) BURROUGHS shall deliver and install the equipment as
soon as reasonably possible.
4. DESTINATION AREA TRANSPORTATION ~
BURROUGHS will arrange for transportation and drayage to the
premises at which the equipment is to:belocated,and tDSTOMEFf ~.
shall pay transportation and drayage charges. \Destination Area
Transportation Chargel according to BUBHOUGHS published:..
prices in effect attime of delivery. I n<addilion,.ifdelivery. to the
installation site within the CLJSTOM E R 'S premisl;)s ~ar)(lOt bi:l m.aoe
with equipment normally empfoYEld by the equipment carrier,any.
costs for special rigging (including the cost6finsurancefshall be
paid by CUSTOMER. .
5. PAYMENT TERMS
Down payment, [frequiredishall be due upon execution by
CUSTOMER of this order and shall be returned to CUSTOMER if
this order is not accepted. The first deferred balance payment and
Other Charges shall be due on the first day of the month after
shipment of the equipment to CUSTOMER. The additional
deferred balance payments shall be due on the first day of each
month thereafter and shall continue until paid in full. Payment
shall be made by CUSTOMER no tater than ten (10) days after
receipt of invoice. CUSTOMER shall pay a late payment charge
computed at the rate of oni; and one-half (1 %%) percent per month
on the unpaid amount for each calendar month (or fraction
thereof) that such payment is in default. ~
l
6. ADDITIONS
CUSTOMER may order additional component(s) for its system(s)
as initially listed on the face page or order additional system{s).
These additions may be effected by the issuance of a written order
by CUSTOMER, subject to acceptance by BURROUGHS. Prices
shall be those in effect when the order is placed, and the order shall
rerer to and be subject to the terms and conwns of this Agree-
rT}~nt, ar'1d,;all terms and conditions of the 4ten order shall be
void winles~"agrred to in a separate writing by BURROUGHS.
J TAXES .
qUSTOMER shall pay BURROUGHS any tax (except tax based on
1,et income) on the Agreement, on or measured by the prices, other
Olharges, the equipment, program products, or services furnished, or
their use, however designated, levied or based whenever
BURROUGHS must pay and/or collect the tax from CUSTOMER
~cc.ording to applicable law, as interpreted by the departmental
~uthorities of the taxing unit. It shall be CUSTOMER'S sole obliga-
tion after payment tei BURROUGHS tocni:Jllenge the applicability
f' f any tax. Any personal property taxes assessable on the equip-
ent after shipment shall be borne by CUSTOMER.
,. RISK OF lOSS OR DAMAGE
q:USTOMER shallassume full risk qf loss or damage to the equip-
relit immediatelyupon its delivery to CUSTOMER'S location.
long as BURROUGHS holds a security interest in the equip-
ent, 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 BURROUGHS; permit inspec-
tion by BUR ROUGHS at reasonable times; and
(jj) procure and maintain fire, extended coverage; vandalism
arid malicious mischief insurance to the full insurance value
of the equipment. with loss payable to BURROUGHS and
CUSTOMER as their interests shall appear.
9. PATENT INDEMNITY
(a) BURROUGHS shall defend or settle any sllit or.proceeding
brought against CUSTOMER based on a claim that any equip-
ment made to BUR ROUGHS design constitutes an infringement
of any existing United States patent, provided BURROUGHS is
notified promptly in writing and is given complete authority
and information required for the defense, and BURROUGHS
shall pay all damages and costs awarded therein against
CUSTOMER, but shall not be responsibleifor any cOst, ex'pense
or compromise incurred or made by CUSTOMER without
BURROUGHS prior written consent.
(b) If any equipmentis,in BURROU(JHS opinion. likely to or
does become the subject ofa claim for patent infringement,
BURROUGHS may at its option and expense procure for
CUSTOME R the right, \0 continue using the equipment, or
modify it to become. non-iRfringing, but if BU R ROUGHS is not
reasonably able to modify or otherwise procure for
CUSTOMER the right to continue using it, BURROUGHS will
remove the equipment and refund to CUSTOMER the amount
paid in excess of a reasonable rental for past use.
(c) BURROUGHS 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 BUR-
ROUGHS, or with modification made by CUSTOMER.
(d) The foregoing states the entire liability of BURROUGHS to
CUSTOMER arising from patent infringement.
10. WARRANTY
BUR ROUGHS warrants that: (a) no.applicable statute, regulation
or ordinance of the United States or of any State has been violated
in the manufacture and sale of the equipment; (b) BURROUGHS
has title to the equipment and the right to sell it; and (c) for a
period of one (1) year from installation, the equipment delivered
under this Agreement shall be free from defects in material and
workmanship under normal use and service.
Written notice and an explanation of circumstances concerning any
claim that the equipment has proved defective in material or work-
manship shall be given promptly by CUSTOMER to BUR-
ROUGHS. CUSTOMER'S sole and exclusive remedy in the event of
defect is expresslv limited to the correction of the defect by adjust-
ment, repair or rePllement, at BURROUGHS election and sole
expense, except th.there shall be no obligation to replace or
repair items which by their nature are expendable.
No, re!lrese.~ltat{on or other affirmation of fact, including but not
limited ,to ''statefTlents regarding capacity, sui' ility for use, or
performance of the equipment shall be or deemed to be a
warranty by BU R ROUGHS for any purpose, nor give rise to any
liability or obligation of BURROUGHS whatsoever.
EXCEPT AS SPECIFICALLY PROVIDED IN THE AGREEMENT,
THERE ARE NO OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
In the event of employment by CUSTOMER of any non-
BURROUGHS attachment, feature, or device on the equipment, or
any part thereof, furnished by BURROUGHS hereunder, 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 understanding by
BURROUGHS regarding that non-BURROUGHS equipment in-
cluding its performance in conjunction with the BURROUGHS
equipment.
11. LIMITATION OF LIABILITY
IN NO EVENT SHALL BURROUGHS BE LIABLE FOR LOSS
OF PROFITS, INDIRECT, SPECIAL, OR CONSEQUENTIAL
DAMAGES ARISING OUT OF ANY BREACH OF THE AGREE-
MENT OR OBLIGATIONS UNDER THE AGREEMENT.
BURROUGHS SHALL NOT BE LIABLE FOR ANY DAMAGES
CAUSED BY DELAY IN DELIVERY, INSTALLATION OR FUR-
NISHING OF THE EQUIPMENT OR SERVicES UNDER THE
AGREEMENT.
CUSTOMER shall assume full responsibility for the overall
effectiveness and efficiency of the operating environment in Which
BURROUGHS equipment and software are to function.
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
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, BURROUGHS
may:
FORM NUMBER
CUSTOMER'S INITIALS
1906849
1906781
1906724
--"J
(a) with or without demand or notice to CUSTOME R (if given,
notice by mail _CUSTOMER'S address, shown in the Agree-
ment being suffint) declare the entire amount unpaid im-
mediately due and payable;
(b) enter the premises where the equipment is located and
remove it (CUSTOMER shall assemble the equipment and make
it available to BURROUGHS at a place which is reasonably
convenient to both parties and to permit and to assist
BURROUGHS in effecting the retaking and removal of the
equipment); and
(c) sell any or all the equipment as permitted under applicable
law. BURROUGHS shall apply the proceeds of sale of the
equipment to the payment of the expenses of retaking, storing,
repairing and selling the equipment, reasonable attorney .fees
and to the satisfaction of all indebtedness secured under this
Agreement. Any surplus shall be paid to CUSTOME R and any
deficiency shall be paid to BURROUGHS by CUSTOMER.
The remedies provided herein shall be cumulative and shall be in
addition to all other remedies provided by law or equity.
13. GENERAL
(a) BURROUGHS may assign this Agreement and convey its
interest in the equipment, or assign the right to receive pay-
ments without the CUSTOM E R'S consent, provided that
BURROUGHS obligations to CUSTOMER shall not in any way
be diminished. CUSTOME R may not assign this Agreement
without BURROUGHS prior written consent.
(b) All programs including system software furnished by BUR-
ROUGHS, including program products jointly developed by
BURROUGHS and CUSTOMER, shall be subject to BUR-
ROUGHS Program Products License which is incorporated here-
in by reference, CUSTOMER shall be responsible for deter-
mining appropriate use and limitations of the program products
in its operations,
(c) No modification or amendment to this Agreement and no
waiver of any provision shall be valid unless in writing, signed by
duly authorized 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 equip-
ment or services provided under this Agreement shall be void,
except as otherwise provided in this Agreement.
(e) The laws of the State of Michigan shall govern this Agree-
ment.
14. OTHER APPLICABLE AGREEMENTS
The following BU R ROUGHS agreements are by this reference
incorporated in this Agreement.
TITLE OF AGREEMENT
List of Additional Equipment
Governmental Addendum
Program Products License and
Service Agreement
.'
BurJoughs Corporatio:o.l ~
BUSINESS MACHINES GROUP
LIST OF ADDITIONAL EQUIPMENT
CUSTOMER
City of Clearwater
Daw Jan. 11, 1978
The equipment listed on pages 1 through~hereof are added to the equipment liswd on the face page of the Agree-
ment(s) identified below:
l.Agreemen1; for Equipment Sale (Installment SalEF)mnNo. 1910221
(Identify Agreement)
ITEM UNIT LIST TOTAL LIST
NO. MODEL AND DESCRIPTION QUANTITY PRICE PRICE
8 B 1486-1 Disk Pack Control 1 4,500.00 4,.500.00
9 B 9484-.5.5 130MB Disk Drive/Controller 1 30,4.50.00 30,4.50.00
10 B 9484-.5 130MB Disk Drive 1 22,.500.00 22,.500.00
1 1 B 949.5-2 Magnetic Tape Units 3 12,000.00 36,000.00
12 B 911.5 Card Reader 1 .5,.520.00 .5,.520.00
13 B 9247-14 Line Printer 1 28,.500.00 28,.500.00
14 B 13.52 Multi Line Control 1 6,7.50.00 6,7.50.00
1.5 B 16.51-1 Synchronous Adapter 4 1 , 1 2.5 . 00 4,.500.00
NOTE: Draw a line across the last page following the last item on this addendum.
1906849 (3685-19) 6/76
Bur'oughs CorporatioJ m
BUSINESS MACHINES GROUP
Governmental Addendum
ADDENDUM TO AGREEMENT
FOR EQUIPMENT LEASE, SERVICE AND MAINTENANCE
and/or AGREEMENT FOR EQUIPMENT SALE
(INSTALLMENT SALE)
CUSTOMER
City of Clearwater
Date: Jan. 11, 1978
BURROUGHS and CUSTOMER hereby amend the Agreement for Equipment Lease, Service and Maintenance and/or
Agreement for Equipment Sale, as the case may be, by adding the following thereto:
1. ADDITIONAL TERMINATION RIGHTS
CUSTOMER shall have the right to terminate this agreement as to all or as to any specific unit of equipment included
hereunder, on ninety (90) days prior written notice to BURROUGHS, to be made effective on the yearly anniversary date
of the first payment due hereunder, (or on the beginning of any subsequent fiscal year) provided that, either funds for data
processing equipment are not appropriated, or there is no further need for a data processing system to satisfy the needs for
which the system hereunder was acquired. CUSTOMER shall be liable only for accumulated payments due prior to the
effective date of such notice. Upon termination as provided in this paragraph title to said equipment shall automatically
vest in BURROUGHS.
2. PURCHASE OPTION
If CUSTOMER has entered into the Agreement for Equipment Lease, Service and Maintenance, the CUSTOMER may
purchase at any time after commencement of rental thereon, any of the equipment leased as herein provided, so long as
such equipment is in the CUSTOMER'S possession under the terms of this lease and the CUSTOMER is not in default in
payments hereunder or of any term or condition hereof. The CUSTOMER shall give BURROUGHS written notice of its
election to purchase and the effective date thereof. After payment of all rentals and other charges payable under the lease
through the effective date of purchase, CUSTOMER shall pay BURROUGHS a sum equal to BURROUGHS established
purchase price for that classification of equipment leased, in effect on the date of purchase, plus any taxes applicable to
the purchase at such time, less seventy percent (70%) of all rental charges (excluding taxes) paid during the first six months
of the lease term and fifty percent (50%) of all rental charge (excluding taxes) paid during the next thirty months of such
lease term of said equipment. Upon payment in full by CUSTOMER for equipment, title to the equipment purchased shall
automatically pass to CUSTOMER. Purchase of equipment shall be subject to the terms and conditions of the then
BURROUGHS standard agreement for such purchased equipment and the period of any warranty contained therein shall
be reduced by the period that equipment was subject to rental payments hereunder.
1906781 (3685-13) 6176
TOf/ t: n
'e
",
Burrolghs Corporation m
PROGRAM PRODUCTS LICENSE AND SERVICE AGREEMENT
"
....
CITY OF CLEARWATER
(Firm Name)
10 S. Mi..our:l.
(Number) (Street)
CLEARWATER J'L 33516
(City) (State) (Zip Code)
!.-roughs Corporation ("BURROUGHS") by its acceptance agrees to and does hereby grant and Customer ("CUSTOMER") accepts. on the
!'owing terms and conditions, a personal. nontransferable and nonexclusive right and license to use the Licensed Program, Related Materials
I Designated Systems Software indentified hereunder in the following schedule (and those ordered from time to time by CUSTOMER
Ject to written acceptance by BURROUGHS), collectively referred to as Program Products:
SCHEDULE
B 1860
:1puter System Designation
Program Product/
Installation Support/
Training Identification
B 1800 UTL
.B 1800 SRT
B 1800 MP2
Qty.
1
1
L-
1
L-
L-
.
L-
Designated Computer System Serial No. (if available)
Monthly
Charge*
Code
C
C
C
Support
Category
A..
A..
A..
Initial
Charge *
Code
Monthly
Charge
0.00
0.00
0.00
Estimated
Delivery
Date
Initial
Charge
B 1800 COB
A
C
.50.00
B 1800 BAS
A
c
70.00
B 1800 FOR
B 1 SOO UPl.
B 1800 TAB
A
c
100.00 ~
o
zaGl;). gO ~
40.00
.A.
o
A
c
1-- _ B 1800 REP
L-
l_
A
c
1'50.00
B 1800 TEl
A
C
57.00
~o.oo
B 1800 NDL
A
C
.;TOMER BY ITS SIGNATURE ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT AND THAT IT
!\lSTITUTES THE ENTIRE AGREEMENT, UNDERSTANDING AND REPRESENTATIONS. EXPRESS OR IMPLIED. BETWEEN THE
;TOMER AND BURROUGHS WITH RESPECT TO THE PROGRAM PRODUCTS AND SERVICES TO BE FURNISHED HEREUNDER
) THAT THIS AGREEMENT SUPERSEDES ALL PRIOR COMMUNICATIONS BETWEEN THE PARTIES INCLUDING ALL ORAL OR
TTEN PROPOSALS. THIS AGREEMENT MAY BE MODIFIED OR AMENDED ONLY BY A WRITTEN INSTRUMENT SIGNED BY
._Y AUTHORIZED REPRESENTATIVES OF CUSTOMERS AND BURROUGHS.
. TERMS AND CONDITlONS,INCLUDING THE WARRANTY AND LIMITATION OF LIABILITY, ON THE REVERSE SIDE ARE PART
THIS AGREEMENT.
--
By:
n ~ ''If'.r'~H~
Title
") d l," i - .
'Tor:..'
a e'
* Charge Code Description:
A - Initial Charge
B - Initial Charge In_Installments
C - Monthly License Fee
D - Other Charges
E - Installation Support Charge
F - Training Charge
1906724(RevA/76l
, .
,
BurrJ>>ughs Corporation ~
PROGRAM PRODUCTS LICENSE AND SERVICE AGREEMENT
.-.-"',-'
CUSTOM E R
CITY OF CLEARWATER
(Firm Name)
10 S. Missouri
(Number)
CLEARWATER
(City)
(Street)
FL
(State)
33516
(Zip Code)
Burroughs Corporation ("BURROUGHS") 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 indentified hereunder in the following schedule (and those ordered from time to time by CUSTOMER
subject to written acceptance by BURROUGHS), collectively referred to as Program Products:
SCHEDULE
Computer System Designation B 1860 Designated Computer System Serial No. (if available)
Program Product/ Initial Monthly Estimated
Qty. Installation Support/ Support Charge* Initial Charge* Monthly Delivery
Training Identification Category Code Charge Code Charge Date
1 B 1800 UTL A C 0.00
1 B 1800 SRT A C 0.00
1 B 1800 MP2 A C 0.00
1 B 1800 COli A C 50.00
1 B 1800 BAS A C 70.00
1 B 1800 FOR A C 100.0~
1 :B 1SgQ lJPL .A. 0
299.99
1 B 1800 TAB .A. C 40.00
1 B 1800 REP A C 150.00
1 B 1800 TE1 A C 57.00
1 B 1800 NDL A C 50.00
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, BETWEEN THE
CUSTOMER AND BURROUGHS WITH RESPECT TO THE PROGRAM PRODUCTS AND SERVICES TO BE FURNISHED HEREUNDER
AND THAT THIS AGREEMENT SUPERSEDES ALL PRIOR COMMUNICATIONS BETWEEN THE PARTIES INCLUDING ALL ORAL OR
WRITTEN PROPOSALS. THIS AGREEMENT MAY BE MODIFIED OR AMENDED ONLY BY A WRITTEN INSTRUMENT SIGNED BY
DULY AUTHORIZED REPRESENTATIVES OF CUSTOMERS AND BURROUGHS,
THE TERMSAND CONDITIONS, INCLUDING THE WARRANTY AND LIMITATION OF LIABILITY, ON THE REVERSE SIDE ARE PART
OF THIS AGREEMENT.
ACCEPTED: Burroughs Corporation
By:
By:
Title
Date
*Charge Code Description:
A - Initial Charge
B - Initial Charge In_Installments
C - Monthly License Fee
D - Other Charges
E - Installation Support Charge
F - Training Charge
1906724(Rev.4176l
1. DEFINITIONS
1.1 Program Products shall collectively mean the Licensed Pro-
gram(s). System Software, and Related Materials which Program
Products are identified in the schedule on the face hereof and
those ordered from time to time by CUSTOMER subject to writ-
ten acceptance by BURROUGHS.
1.2 Licensed Program shall mean the program material in
machine-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 BURROUGHS re-
lease of programs and routines which enable CUSTOMER to op-
erate a leased or purchased hardware system including, for ex-
ample, a control program or operating system, and if provided,
appropriate utility routines, conversion programs, and language
processors including 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 BUR-
ROUGHS in conjunction with such Licensed Program and System
Software and including, for example, operating instructions, in-
put 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 configura-
tion 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 pro-
cessing takes place on the designated processing unit,
1.6 Installation Support shall include hardware orientation ser-
vices and application Program Product services defined by BUR-
ROUGHS current specification for such services, and further shall
in!:lude consultati.on and guidance support requested by CUS-
TOMER and agreed to be supplied by BURROUGHS at its then
current rates.
1.7 Training shall include BURROUGHS current published train-
ing courses for hardware, software, programming languages, and
system management at the then current rates.
2. LICENSE
2:1 BURROUGHS grants to CUSTOMER and CUSTOMER here-
by accepts, subject to the limitations in Paragraphs 9 and 10 of
this License, a personal, nonexclusive, nontransferable right and
license to use the ProgramProduct(s) on the Designated Com-
puter System and to use the Related Materials in conjunction
therewith.
2.2 A separate license is required for each Designated Computer
System into which the Licensed Program or any portion thereof
is read in machine-readable form for operation on such System;
PROVIDED, HOWEVER, this License may be temporarily trans-
ferred to a back-up system if the Designated Computer System is
inoperative because of conditions beyond CUSTOMER's control.
3. DELIVERY OF PROGRAMS
3.1 BURROUGHS shall furnish CUSTOMER on or about the
estimated delivery date specified on the face hereof the then
current version of the Program Product(s) in a medium suitable
for use on the Designated Computer System.
3.2 Application Program Product(s) lic~~sed'her~o~der and classi-
fied in Category "A" or "B" may be made available for an imple-
mentation period which shall be thirty (30) days unless otherwise
specified in the Program Products specification or set forth on the
face page of this Agreement.
3.3 The specified implementation period shall begin upon deliv-
. ery o~ th_~. Licensed Program by BURROUGHynd will end upon
e piration of the period as established in Paragraph 3.2 above or
pon CUSTOMER productively using the Program Product,
hichever is earlier. Monthly license fees specified on the face
ereof shall begin upon the end of the implementation period, or
a otherwise agreed for a staged installation.
.TERM .
4.1 Each license shall commence upon receipt by CUSTOMER of
~ny 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
~USTOMER upon one month's prior written notice or cancelled
~y BU~~OUG HSasproyided. in: Paragraphs 12 or 16 hereinafter.
4.3 If no monthly license fee is applicable, until CUSTOMER
deases using the Program Product on the Designated Computer
1ystem including redesignation as provided in Paragraph 8.
5. CHARGES AND TAXES
I
~.1 CUSTOMER agrees to pay BURROUGHS within ten (10)
ays of receipt of an invoice for the Program Product(sl. I nstalla-
ion Support, Training, and for all other charges listed on the face
hereof in accordance with the charge code in the Schedule. CUS-
TOMER agrees to pay a late payment charge at the rate of one
,nd one-half (1-Y2%) percent permol;lth, or at the maximum late
~ayment charge permitted by apP.IiCable law, whichever is less, on
',ny unpaid amount for each calendar month (or fraction thereof)
hat such payment is in default.
.2 CUSTOMER agrees to pay..a non-refundable initial charge
pon delivery for all Program Products having an initial charge
pecified in the Schedule. An initial charge, when applicable, shall
e due for each license of the same Program Product.
.3 BURROUGHS may by ninety (90) days prior written notice
o CUSTOMER increas~ or decrl'iase the monthly license fees, and
~URROUGHS shall designate in such notice the date on which
,he new license fees shall become effective. If the monthly fee is
ilncreased, CUSTOMER may terminate this License upon thirty
(30) days prior notice to BURROUGHS. All additional licenses
XI nd services shall be.. invoiced at the C. harges in effect at the time
f acceptance of an order therefor.
.4 In addition, CUSTOMER agrees to pay BURROUGHS any
tax (except personal property or tax based on net income) on the
~icense, on or measured by the prices, other charges, Program
Products, or services furnished, or their use however designated,
levied or based whenever BURROUGHS must collect and/or pay
I .
such taxes from or on behalf of the CUSTOMER according to the
~pplicable statutes and ordinances, as interpreted by the Depart-
I'"'" ,,,hodt;e, of the "x;ng "nit.
~. CLASSIFICATION OF PROGRAMMING SERVICES
6.1 Each Program Product and each release of a Licensed Program
J;vill be classified by BURROUGHS in Category "A", "B" or "C",
ps defined below. BURROUGHS reserves the right to alter, mod-
ify or change the design specifications and category of each re-
~ease of a Licensed Program or Program Product upon the notice
~s set forth in Paragraph 7.2.
.1.1 Category!l. (System Software and Supported License Pro-
ram). BURROUGHS will maintain and support the current ver-
~ion of System Software and all Category A Programs for the
Designated BURROUGHS Equipment and will make available to
CUSTOMER all revisions thereof released by BUR ROUGHS dur-
ing the term of this License as long as such Licensed Program
remains classified by BURROUGHS in Category "A", BUR-
ROUGHS will maintain all Category A Program Product(s) to be
compatible with the then current unaltered released System Soft-
ware used on Designated BU R ROUGHS Equipment. Upon re-
quest, BURROUGHS will provide programming services to make
a prompt and reasonlle attempt to provide CUSTOMER with a
.'.
program patch to correct or program arold any error or
malfunction. BURROUGHS may make available to CUSTOMER
a revised program to correct such error or malfunction.
6.1.2 Category ~ (Limited Support Licensed Program). BU R-
ROUGHS will maintain all Category B Program Product(s) to be
compatible with the then current unaltered released System Soft-
ware used on Designated BURROUGHS Equipment. Upon re-
quest, BURROUGHS will provide programming services to make
a prompt and reasonable attempt to provide CUSTOMER with a
program patch to correct or program around any error or
malfunction. BUR ROUGHS may make available to CUSTOMER
a revised program to correct such error or malfunction.
6.1.3 Category ~ (Nonsupported Licensed Program). BUR-
ROUGHS delivers Category "C" programs on an "as is" basis and
therefore does not provide programming services for Category
"C" programs other than for programs originally issued in
Categories "A" or "B" and where a notice of error or malfunc-
tion has been given by CUSTOMER to BURROUGHS prior to
the effective date of reclassification to Category "C".
6.1.4 Any programming service or assistance requested by CUS-
TOMER not set forth in Paragraphs 6.1.1 through 6.1.3 will be
provided, if available, at BURROUGHS standard rates then in
effect.
6.2 CUSTOMER agrees to advise BUR ROUGHS in writing ofthe
precise nature of any suspected error or malfunction and provide
BURROUGHS with all relevant information upon request in or-
der to assist BURROUGHS in rendering the services set forth
herein. BURROUGHS does not represent or warrant the service
results or that all errors or malfunctions will be corrected.
6.3 CUSTOMER will provide BURROUGHS with reasonable
computer time and, at BURROUGHS request,run a tracer or
monitor for the purpose of determining and correcting any error
or malfunction, or making other changes requested by CUS-
TOMER and agreed to by BURROUGHS.
6.4 In addition, CUSTOMER will provide BURROUGHS with the
"memory dump" and such additional data as BU R ROUGHS re-
quests in machine-readable or interpreted form deemed necessary
or desirable by BURROUGHS in order to reproduce the environ-
. ment which such licensed Program operated. If BURROUGHS
determines there was no error or malfunction in the Licensed
Program, CUSTOMER agrees to pay for all time and material
spent by BURROUGHS in attempting to determine and correct
CUSTOMER's problems.
6.5 If BURROUGHS, in its sole discretion, releases a revision of a
licensed Program, BURROUGHS will render services hereunder
with respect to the Licensed Program which has been revised for a
period of ninety (90) days commencing on the date the revised
Licensed Program is first released by LICENSOR. Thereafter the
term "licensed Program" as used herein shall mean the Licensed
Program as most currently revised.
6.6 BURROUGHS has no obligation to maintain, support, or
provide programming services for any Licensed Program beyond
the specification of the then current version of the Program Pro-
duct.
7. CHANGE IN CATEGORY
7.1 BUR ROUG HS may at its sole discretion change the category
of any Program Product(s) and/or release of a Licensed Program
hereafter without liability to CUSTOMER. The services to be
provided after such change shall be as set forth in the newly
designated category.
7.2 Any change in category from either Category "A" or "B" to
Category "C" shall be made only upon at least ninety (90) days
prior notice to the then licensed users of such Program Pro-
duct(s). In the event of such change to Category "C", CUS-
TOMER shall have tl right to terminate the license without
further payment obligation hereunder upon one (1) month's prior
written notice.
7.3 In the event the Category of a Program Product is changed
with ninety (90) days prior notice, the Monthly license Fee
thereafter for such Program Product shall be the then current
standard price for such Program Product.
8. LICENSE REDESIGNATION
8.1 CUSTOMER by written notice to BURROUGHS may redesig-
nate the Designated Computer System on which the Program
Products are licensed for use hereunder. The redesignation will be
effective in accordance with an Addendum to this License to be
furnished to CUSTOMER by BURROUGHS 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.
9. PERMISSION TO COPY, MODIFY AND USE
9.1 Any Program Product furnished by BURROUGHS in
machine-readable form may be copied in whole or in part by
CUSTOMER for use with the Designated Computer System,
PROVIDED, HOWEVER, that only the number of copies re-
quired to serve CUSTOMER's actual need for the Designated
Computer System shall be made. CUSTOMER agrees that the
original copy of all Program Products furnished by BURROUGHS
and all copies thereof made by CUSTOMER are and shall remain
the sole property of BURROUGHS.
9.2 An original or a copy of the Program Product(s) may be kept
in storage at a location separate from that of the Designated
Computer System. CUSTOMER agrees to notify BURROUGHS
immediately in writing of the location of such backup and safe-
keeping originals or copy upon request by BURROUGHS.
9.3 CUSTOMER shall have the right to modify any Application
Program Products supplied by BURROUGHS 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 un-
der this license, the Licensed Program supplied by BU R-
ROUGHS 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 BURROUGHS or
disposed of in accordance with written instructions from BUR-
ROUGHS.
9.4 CUSTOMER expressly agrees to include BURROUGHS copy-
right notice and proprietary notice dn all copies, in whole or in
part, in any form including machine language made by CUS-
TOMER 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 BURROUGHS employ-
ees without prior written consent from BUR ROUGHS except
during the period any such person is on CUSTOMER's premises
for purposes specifically related to CUSTOMER's use of the Pro-
gram Product(sl. CUSTOMER also agrees that the Program Pro-
duct(s) are the property of and proprietary to BURROUGHS 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 in Category "A" or
"B" is warranted to conform to the design specification for that
release as designated in the Program Product specification or sim-
ilar applicable release issued by BURROUGHS. EACH RELEASE
OF A PROGRAM PRODUCT CLASSIFIED IN CATEGORY "C"
IS LICENSED ON AN "AS IS" BASIS WITHOUT ANY WAR-
RANTY.
11.2 This warranty is applicable to each unaltered release of the
Licensed Program commencing on the date of its delivery to the
CUSTOMER and terminating one year from the date of such
delivery, or thereafter ninety (90) days after the date on which
BURROUGHS releases a revision thereof or upon termination of
the license, whichever is earlier.
11.3 CUSTOMER agrees that its sole and exclusive remedy and
BURROUGHS sole obligation, if a Licensed Program warranted
hereunder fails to conform to the applicable design specifications
and CUSTOMER advised BURROUGHS of such failure in writing
during the term of the warranty, is for BU R ROUGHS to provide
programming services to attempt to correct any defect. For pur-
poses of this Agreement, non-conformance to design specification
and the term "defect" shall mean only significant deviations from
the design specifications for such current release of the Licensed
Program.
11.4 EXCEPT AS SPECIFICALLY PROVIDED HEREIN,
THERE ARE NO OTHER WARRANTIES, EXPRESS OR IM-
PLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
12. PATENT AND COPYRIGHT INDEMNITY
12.1 BURROUGHS 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 BUR-
ROUGHS specifications and used within the scope of the License
hereunder constitutes an infringement of a copyright in the Unit-
ed States or an existing United States patent,PROVIDED BUR-
ROUGHS is notified promptly in writing and is given complete
authority and information required for the defense of same, and
BURROUGHS shall pay all damages and costs awarded therein
against CUSTOMER, but BURROUGHS shall not be responsible
for any cost, expense or compromise incurred or made by CUS-
TOMER without BURROUGHS prior written consent.
12.2 In the event any Program Product(s) furnished hereunder is
in BURROUGHS opinion likely to or does become the subject of
a claim of infringement of a copyright or patent, BURROUGHS
may at its option and expense procure for CUSTOMER the right
to continue using such materials, modify them to make them
non-infringing or substitute other materials of similar capability.
If in BURROUGHS opinion, none of the foregoing alternatives is
reasonably available to BURROUGHS, then BUR ROUGHS. may
terminate the license of such Program Product(s) upon thirty (30)
days written notice to CUSTOMER. If, however, the Program
Product is not the subject of a claim for copyright infringement,
CUSTOMER may notify BURROUGHS in writing during the
thirty (30) days after BURROUGHS notice of termination that
CUSTOMER elects to continue using the same until there has
been an injunction or the claim has been withdrawn, and CUS-
TOMER agrees to undertake at CUSTOMER's sole expense the
defense of any action involving such claim and to idemnify BUR-
ROUGHS with respect to all costs, damages and attorneys fees
attributable to such continued use by CUSTOMER after such
notice is given to BURROUGHS; it being understood that BUR-
ROUGHS may participate at its expense in the defense of any
such action if such claim is against BURROUGHS.
12.3 BURROUGHS shall have no liability for any claim of copy-
right or patent infringement based upon the use of other than a
current unaltered release of the Program Product(s) available
from BURROUGHS if such infringement would have been avoid-
ed by the use of a current unaltered release of the Program Pro-
duct(s) available from BURROUGHS, or upon use of combil'}a.- .
tion of the Program Product(s) with non-BURROUGHS programs
I .
.~ 1, -:
not made to BURROUGHS specifications or data if such infringe-
ment 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 BURROUGHS
with respect to infringement of any copyrights or patents by the
Program Product(s) or any parts thereof.
13. RESPONSIBILITY OF THE PARTIES
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
configuration, 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) implementing 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
BURROUGHS 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 Licensed Program or Related Material, BUR-
ROUGHS will replace them, if available, at an additional charge.
15. CPU SERIAL NUMBER
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 BURROUGHS on its copy of this License and such serial
number shall be the CPU serial number of the Designated Com-
puter System. If no serial number is designated in this License at
the time of execution, 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 Desig-
nated Computer System.
16. CANCELLATION ON DEFAULT
Each license granted hereunder may be cancelled by BUR~
ROUGHS, 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 License shall survive
cancellation. The remedies provided herein shall not be deemed
exclusive but shall be cumulative 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 avail-
able to BURROUGHS shall impair or affect BURROUGHS right
to exercise the same. Any extension or indulgence (which must
be in writing) shall not otherwise alter or affect BURROUGHS
rights or obligations or be deemed a waiver thereof.
17. RETURN ON TERMINATION
Within one hundred twenty (120) days after the revision of a
Licensed Program terminated by CUSTOMER under Paragraph
7.2 hereof/or thirty (30) days after the termination or cancella-
tionforany other reason, of a license granted hereunder, CUSTO-
MER shall deliver to BURROUGHS the Licensed Program and
Related Materials related to such Licensed Program and all copies
thereof in whichever form, including partial copies which may
I
have been modified by CUSTOMER or BJROUGHS, or an
executed BURROUGHS Program Products License Certificate
of Discontinuance so certifying. Upon prior written authoriza-
tion from BURROUGHS, CUSTOMER may be permitted for a
specific period thereafter to retain one copy of certain Materials
for record purposes.
18. LIMITATION OF LIABILITY
18.1 IN NO EVENT SHALL BURROUGHS BE LIABLE TO
CUSTOMER FOR LOSS OF PROFIT, INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES, ARISING OUT OF ANY
BREACH OF THIS AGREEMENT OR OF OBLIGATIONS UN-
DER THIS AGREEMENT OR THE LICENSE GRANTED OR
FOR ANY CLAIM MADE AGAINST CUSTOMER BY ANY
OTHER PARTY, EVEN IF BURROUGHS HAS BEEN AD-
VISED OF THE POSSIBILITY OF SUCH CLAIM EXCEPT AS
OTHERWISE PROVIDED IN PARAGRAPH 12 (PATENT AND
COPYRIGHT INDEMNITY).
18.2 BURROUGHS SHALL NOT BE LIABLE FOR ANY DAM-
AGES CAUSED BY DELAY IN DELIVERY, INSTALLATION
OR FURNISHING OF THE PROGRAM PRODUCTS OR SER-
VICES UNDER THIS AGREEMENT.
jB.3 IF A CHARG'IS PAYABLE WITH RESPECT TO ANY
II'ROGRAM PRODUCTS OR RELATED MATERIALS L1-
tENSED HEREUNDER, OR IF A CHARGE HAS BEEN
$STABLlSHED IN THE REGULAR COURSE OF BUSINESS
BY BURROUGHS FOR LICENSING THE SAME OR SIMILAR
'ROGRAM PRODUCTS, THEN BURROUGHS LIABILITY, IF
NY, FOR LOSS OR DAMAGES RELATING TO OR ARISING
UT OF THE LICENSE THEREFOR SHALL NOT EXCEED
HE CHARGES ATTRIBUTABLE TO SUCH PROGRAM PRO-
UCTS.
9. GENERAL
]9.1 The License(s) granted hereunder shall not. be deemed to
,nclude or extend to any other software or other licensed pro-
grams of BURROUGHS or any part thereof, heretofore, or here-
after released by BURROUGHS.
I
19.2 NO ACTION ARISING OUT OF ANY CLAIMED BREACH
OF THIS AGREEMENT OR TRANSACTIONS UNDER THE
f.GREEMENT MAY BE BROUGHT BY EITHER PARTY MORE
THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS
CCRUED.
9.3 The laws of the State of Michigan shall govern as to the
nterpretation, validity and effect of this Agreement.
I
I
BURROUGHS CORPORATION - AGREEMENT
By
Attest:
oe-~~~. - ~.~
City CIer k ~ a
/'
Countersigned:
rectness:
"
I
,
Burroughs
1 !~" :~
WITH THE OBJECTIVE OF KEEPING YOUR BURROUGHS EQUIPMENT IN SATISFACTORY AND EFFICIENT OPERATION,
BURROUGHS CORPORATION AGREES, IN CONSIDERATION OF THE PAYMENT IN ADVANCE OF THE TOTAL AMOUNT LISTED
ON OUR CURRENT INVOICE, TO FURNISH MAINTENANCE SERVICE ON THE EQUIPMENT LISTED ON MAINTENANCE
AGREEMENT ADDENDUM, INCORPORATED HEREIN AND MADE PART HEREOF, AND IN ACCORDANCE WITH THE
FOLLOWING PROVISIONS:
MAINTENANCE SERVICE AVAILABILITY
Equipment maintenance service hereunder covers periodic
preventive maintenance (including testing, cleaning, lubricating
and adjusting), and the replacement of unservicable parts (the
replaced parts becoming the property of Burroughs).
In addition to preventive maintenance emergency call service is
provided during regular business hours or a "basic period" of
any eight (8) consecutive hours on those days (except
Burroughs recognized holidays) selected by the customer and
agreeable to Burroughs as stated on the Maintenance
Agreement addendum, as it may be amended from time to
time hereafter.
Preventive Maintenance needs will be determined by Burroughs
and provided to the extent possible during Burroughs regular
business hours (excluding Burroughs recognized holidays) or at
a time mutually agreeable to both'parties.
Maintenance on the equipment covered by this agreement is
contingent on the inclusion of all units in the customers system
of which that equipment is a part of and manufactured or sold
by Burroughs.
Equipment included in this agreement will be designated by
the maintenance agreement addendum showing applicable
current rates. Such addendum will become part of this
agreement. If additional machines or components are added to
the equipment listed on the addendum and are to be
maintained hereunder such additions will be accepted by
Burroughs at the then current maintenance agreement rates.
Billing will be prorated and payable upon receipt of invoice.
EXTENDED USE COVERAGE
Whenever equipment is regularly used outside of the basic eight
(8) hour period the customer agrees to purchase coverage for
such "extended use period" at rates and policies then in effect.
Emergency call service will then be provided at no additional
cost during agreed upon "extended use period" coverage,
(excluding Burroughs recognized holidays). Once established,
an "extended use period" shall continue for a minimum of
three (3) months.
Extended period coverage will normally apply to an entire
system. However, all equipment scheduled for use outside the
basic period must be included in the extended use coverage.
OTHER SERVICE
When in the opinion of Burroughs rework or shop service is
necessary, it will be provided in accordance with policies then
currently in effect.
Serivce requests outside of coverage purchased will be rendered
subject to the availablity of field engineers at the then current
man-hour rate computed to the nearest one-halfCY2) hour with
a minimu~ of one hour per call per man during Burroughs
regular bUSiness hours or two (2) hours minimum outside of
such hours. Travel time to and from the customers premises
will be included in this computation.
CHARGES
Equipment maintenance charges do not include the furnishing
Name
Address
City
By
Title
Printed in U.S.A.
of supplies (such as ribbons, cards, paper tape, paper forms, or
magnetic tape). Only those supplies are to be used which meet
Burroughs specifications in all cases where the performance of
the equipment may be affected.
Any applicable tax in effect at the time of rendering specific
equipment maintenance hereunder based upon or measured by
the proceeds of the maintenance rendered by Burroughs or any
part thereof will be added to other charges specified.
Maintenance agreement rates are subject to change to those in
effect at time of each billing following the first billing.
OTHER PROVISIONS
The customer will provide adequate working space, if required,
within reasonable distance of the equipment for use of
Burroughs field engineering personnel. The customer shall also
provide adequate facilities and equipment for storage and
safekeeping of test equipment and spare parts if required.
Burroughs personnel are to have full access to the equipment
to be maintained subject to the customers security rules.
Environmental conditions, electrical requirements and site
facilities are to be in accordance with Burroughs installation
recommendations and specifications.
The equipment must be in good operating condition on the
effective date of this agreement.
The customer is not to employ additional attachments,
features, or devices on the equipment, make alterations in the
equipment nor participate in the maintenance of the
equipment without the written consent of Burroughs.
Burroughs furnishing of equipment maintenance does not
include the assumption by Burroughs of liability for (1) any
damage or physical loss caused by delays in the rendering of
equipment maintenance hereunder for any reason or (2) for
damage or physical loss due to nuclear radiation or radioactive
contamination arising out of the use of customer of radioactive
material, (3) labor, expense and material necessary to repair
damage to the equipment caused by (i) accident, negligence or
abuse of customer including failure to maintain environmental
conditions, or arising from acts of third persons, (ii) causes
external to the equipment, such as electrical power
fluctuations and failures (iii) floods, windstorms and other acts
of God or (iv) attachment of non-Burroughs equipment or
alteration of the equipment. Such repair or alteration will be
rendered only upon special order by customer, and after
approval by customer of the estimated additional charge
therefore.
This agreement shall become effective when executed by both
parties and is not transferable without the consent of
Burroughs and shall remain in effect until terminated as herein
provided.
It may be terminated by either party at the end of any
calendar month provided written notice of termination is given
to the other party at least ninety (90) days prior to the date of
termination.
Burroughs Corporation
BUSINESS MACHINES GROUP
m
Branch
Date
By
Field Engineering Manager
Approved by
1900297 (120-1) (Rev. 4/77)
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BURROUGHS CORPORATION - AGREEMENT
By
'-
.....-=.-
Attest:
o(~L ~ - :)-, .
/~ ..~-~.
City.C!erk - \f"
Countersigned:
~~-t'/0 n ~
MaYOr-conun~ne .
11111
,- - -,~~'....... - - -. --....... ,- ,-~.- ..-- .....'..,,-,.._... ,-- -,'.--..._, - ..- -.,- .-- -- ---
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MA,LN. TENANCE AGREEMENT
. . ADDENDUM I
"<;TON,i:!t
BURROUGHS BRANCH ACCOUNT NUMIIR PAGE
Tam a Bay LA OF
MODEL CHARGES PER
SERIAL SALE Z
OR NUMBER DATE DESCRIPTION ~I BASIC . EXTENDED
SERIES PERIOD PERIOD
B1860sy System 242.00 54.
B1060-2 2 Memory 120.00 26. Of.
B1098-1 Exp. Cabinet 18.00 6.
B1495-2 M.T. Control 75.10 22.9,';
B9499-1 M.T. Exchange 26.90 8.le
B1247-4 Line ptr Ctrl 28.40 8.60
B1115 Card Rdr Ctrl 11.30 3.70
B1486-1 D.P. Control 49.50 15.50
B9484-5 Disk/Controlle 100.00 25.00
B9484~5. Disk Inc. 85.00 22.00
B9495-2 (3) Mag Tape 264.30 79.70
B9115 Card Reader 39.20 11.80
B9247-1 Line Printer 289.00 87.00
B1352 Multi-Line Ctr 39.70 12.30
B1651-1 (4) Syn. Adapter 45.20 13.80
.ii:nCit. of Clearwater
.. NT LOCATION
~-. ,RO I MI
,'All-METRO II Mil
O-OUTSlDE METRO 0
Learwater, Fl M
It
ays of the Week Covered Monday thru Friday
.'aily Basic Period Coverage: Hours from 0800 to 1600
Daily Extended Period Coverage: Hours from 1600 to 2400
Daily Extended Hours must be consecutive to and continuous with Basic Period Coverage.
.ffective Date June 1 . 19 'L8.'
,..
Total Basic Charee I Total Extended
: Charse
4 I ,
$ 1, 33.60 Is 396.:+0
Combined Charges
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1$
1,830..00
'a.ny portion of th.e daily basic eight (8) hour period is before 8:00 a.m. or after S:OO p.m. and/or for other than Monday throueh Friday, the
:Id.ed applicable.charges will be incorporated in and become part of the Basic Period Charees above. Except as herein above provided the
iAINTENANCE AGREEMENT shall apply as written.
",lual in Advance D
Other IX] Copies of invoice required
(Specify) monthly
2
Burroughs Corporation
BUSINESS MACHINES GROUP
m
~ILLING INFORMATION
lAME
BRANCH
DATE
~cess
:ITY.
BY
10/7S)
y
I'
ITLE
APPROVED BY
",inted in U.S.America
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BURROUGHS CORPORATION - AGREEMENT
By
Attest:
,_{J - I -~. "
~~ kc~;..~ -
City CJerk~ ' . ~
Countersigned:
~~~~~
Mayor-Commiss'er .
ectness:
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Burr!ughJ. COrpOra1jOnl ~
BUSINESS MACHlNES GH.UUr
ADDITION_~L TER1\1S AND CONDITIONS
C \J STO!,j E R
Citv or C]ear~a~er
-- "-----
DaLe 1-Jl-7b
BURHOUGBS and CUSTOMER hereby amend the Arrt-enJent by
JO\\l1Jg i.r rms 2Jld condiLJons, con~)sting of p<ir<1grdphs 1 through
1 t hr(lugh 1;
adding the fol-
___7_ ~, on pages
1. T},ese cooed UOfIns and COnOJl.lOflS ~h?JJ apply only to the compo)),-,nt.c., ('C1uip-
men!. and sysiem(s) initialJy ordeJed under the A.g.reement i'Jld shall not apply to
any addlLionaJ or replacement COm}lOnent.s, equipment or sys1.e!TI(S) oroerPG under
the A,greement.
2. The City 01 Clear-,,-ater is a "tax e::x.emut inst:itut:ion
c~ld no taxes will be le,~ed.
3. As long as the Ci t;y ma:intains Burroughs environJ[ie])~al
s:fH~cii'icati ons as st.ata.d in the RFP and has a }:Jur:: OUs}lS
:!'la::inteIl2_Dce A5~eement in ef'rect, 3Llrr01_1g~s -..~ll main-
tain the equip:nent in operating cond:.. t.:i ons as s:})?cii'l ed
J..n tb e R1-'~.
V
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t-"'/,J ,
tl-N~' it; n \;"~;
l\9--w 09 \,,'b
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l4. BUTl~ougn.S will respond TO se:r-Vlce calls w~ t-nin
tIle f'our (q) hours of' notif':i cation during contri:lcted
rD2.i 11 t. enan c e peri od. Failure Tor e spond wi tnin ~~c.].. d
:four (4) hours will cause Bur:r-oughs to Iorleit the
me in t ena:-lC e hourly rate doll ar 5 time s the number of'
I)OUTS the system is nOT :fully funcriclnal.
.5. Burroughs snaJ 1 c erT i fy ir. \,r:rj tl ng TO tlle CITY
that tlll? equipmEnT lS :instal1(~c: ,~nd TE-ad)' :['or use. The
perf'orma~ce period (2 Deriod o~ ~hi:rty consecutivE
calendar days) shall cornDJenct:' on ..he :first CITY 'Wor.kday
f'o110>.-ing CETTi:icc,Li')n, aT ,~.;,~ C11 ti,nl? operi'ltional
C O:rl ;:, TO]. -0 e c c, rn eST j 1 ere ~ l' 0 n s:i [, II i .. v 0 : T h ,? C J TY . I 1.. ::.. 5
not :r-e..::nLired ::ha1. one t.h:::"rL;--C:2;: ,H~r::'..o,-:: f~X,!l.rf:' :in or8er
TO :initia'Le anotner :?er:forili?J1C(- per:iod.
1 :f' the e (~u:::" :0 In e n TOp (> r al, e 5 2:
0: 90 DercenT or more for 2
d6)~S ~Tom co~nIn~nce~~11: ~21-~
s 11212. h a v e ill e t. t nee 1 T: 1 S
2J: a-,'e::-ace e1i'(eC:Tive level
p~r=od 01 30 consecutive
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~.-:'2.TJG?--.r:j oi' J1e:.r-f"OT'::;;(:Jlce c._DcS
S}-l;~.ll COTlSt.:i.""i:.UT..f> a SlJCCe~,5:-ul J_)e~-:O;:--1:S2..TjCe -uey-jOG.
c.c,n-:.jnuec or. j.;2Ee 2
r'~OTL [)ja"" a Lm- aCJ()',~, tr,(' J?_~: ),;'-;t fo]jc,'",-,n? en<:- hst ,\;:;-c[J2ph 0: ('11.', <-_~T('e-
lne nL
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Burroughs Corporation
BUSINESS MACHINES GROUP
ADDITIONAL TERMS AND CONDITIONS
CUSTOMEk City of Clearwater
_____ Date J..::.1.J.::11L.____m_~__
BURROUGHS and CUSTOMER hereby amend the Agreement by adding the fol-
lowing terms and conditions, consisting of paragraphs 1 through _ , on pages
1 thro L;;;h__ _ .
1. These added terms and conditions shall apply only to the components, equip-
ment and system(s). initially ordered under the Agreement and shall not apply to
any additional or replacement components, equipment or system(s) ordered under
the Agreement.
Page 2
The average effectiveness level is ~ percentage figQre
determined by dividing the total operational use time
of the system by the total operational use time of the
system plus associated equipment failure dO~ltime.
During the successful performance period, all rernn
time resulting from equipment failure and preventive
maintenance time shall be excluded from total operational
use time. Equipment failure downtime shall be measured
by those intervals between the time that Burroughs is
notified of equipment failure and the time that the
equipment is restored to the CITY in operating COIldition.
A minimum of 100 hours of operational use time will be
required as the basis for computation of the average
effectiveness level. If the actual number of operational
use hours exceeds the minimum stated then that figure
will be used to compute the effectiveness level. When
it is obvious that the actual hou=s accumulated during
the performance period will be less than 100 hours,
the hours may be supplemented using Contractor's
diagnostic routines or 9imulated operations so as to
provide a total of 100 hours.
Equipment shall not be accepti?d by the CITY and charge s
will not be paid by the CITY nntil the standard of
performance is met.
Immeniately upon successf'u~ completion of the per-
form~~ce period, the CITY shall notify the Contractor
in writing of acceptance of the equipment and authorize
the ~ayment to begin on the first day of the successful
Contlnued on Page 1
NOTE: Draw a line across the last page following the last paragraph of this agree-
ment.
1906773 (1/76)
r, -- ~.. -. .-~---- - -
.. .
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-"- '-"- ,--- ~,-,-----,- -.----.
B~rJough~ CorporatioJ
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BUSINESS MACHINES GROUP
ADDITIONAL TERMS AND CONDITIONS
CUSTOMER____f.i 1Y~of Clearwater__~ Date __l::J~Ilt__________
BURROUGHS and CUSTOMER hereby dJDend the Agreement by adding the fol-
lowing terms and conditions, consisting of paragraphs) through ____, on pages
) through ____ -
L These added terms and conditions shall apply only to the components, equip-
ment and system{s) initially ordered under the Agreement and shall not apply to
any additional or-'replacement components, equipment or system(s) ordered W1der
the Agreement.
Page 3.
performance period.
If successful completion of the performance period is
not attained within 90 (ninety) days of the installation
date, the CITY shall have the option of terminating the
contract in lieu OJ continuing the performance tests.
The system selected will undergo thorough testing
during the acceptance period. This testing will include
verification and validation of contracted hardware and
so~tware items, operation (s) under actual workload
conditions and performance of benc1unarks to verify
processing capabilities.
6. The CITY will require a Performance Bond be posted
by the Burroughs Corporation for the duration of the
acceptance period in the amount of 25% of the purchase
price OJ the Burroughs B 1860 Computing System as bid
in response to the CITY's RFP dated November 23, 1977.
This bond will forfeit with payment to the City of
Cl e :'iTwa ter if the Burroughs computer hard"'-are and/or
SOJLware fails to perform in the bid proposed or in the
acceptance procedure addendum.
7. Customer acknowledges that Burroughs has made no
representation of warranties to the customer with
respect to any non-Burroughs software, its performance
on the Burroughs equipme~t, or the se~ice to be pro-
vj ded wi th re spect to such non-Burroughs soft",'are,
Continued on Page 4
NOTE: Draw a line across the last page follov,J.ng the last pardgraph of this agree-
ment.
] 906173 (1176)
----
-_.- .'-'--"'--,
.
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Burroughs
I
Corporation
~
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BUSINESS MACHINES GROUP
ADDITIONAL TERMS AND CONDITIONS
CUSTOMER
Ci ty of Clearwa teX'-~__ Date __~-=3..l::-.-.11L._-_~__
BURROUGHS and CUSTOMER hereby amend the Agreement by adding the fol-
lowing terms and conditions, consisting of paragraphs 1 through , on pages
1 through__.
1. These added terms and conditions shall apply only to the components, equip-
ment and system(s) initially ordered under the Agreement and shall not apply to
any additional Or replacement components, equipment or system(s) ordered under
the Agreement.
Page 4
including but not limited to the software and services
to be furnished to customer by a third party, and Burroughs
shall incur no liability to customer arising out of
the use of such non-Burroughs software or the furnishing
of such services. Customer acknowledges that no Burroughs
software is being furnished to customer by Burroughs
except pursuant to separate written license agreement
between Customer and Burroughs.
e
e
NOTE: Draw a line across the last page folloy.,ing the last paragraph of this agree-
ment.
) 906773 (1/76)
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