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AGREEMENT FOR EQUIPMENT SALE (4) '": .... . BurrrughS Corporationa m BUSINESS MACHINES GROUP AGREEMENT FOR eQUIPMENT SALE (Installment Saie) CTTV OF CLEARwATER (Firm Namei · ~3 / ~7' /J C /d- \~ ~7 /5(,'_ g? 1 ;~b{ ~ l;\}-o~ tJ...?J -? 1 ~ to J3 'J I, ,;'.STOMER 10 S. Missouri (Numbed Clearwater (City) (Street) FJ. (Statal 33516 (Zip Codel .:'..;':RROUGHS CORPORATION, Business Machines Group. Burroughs '"'lace. Detroit. Michigan 48232 ("BURROUGHS"), by its acceptance l;:-~ to sell and CUSTOMER agrees to buy the equipment listed below. 7' EJ.A MODEL AND UN IT LIST TOT AL LIST :...C.. DESCRIPTION QUANTITY PRICE PRICE B 1489 Mini Disk Control. 1 4,120.00 4,120.00 - B 9489-16 Mini-Disk :IC 1 6,330.00 6,530.00 '. IJ TA 2401 Modem 2400 BPS 4 1,600.00 6,400.00 ..... TD 831 CRT Terminal 1 2,713.00 2,715.00 3 TD 015A Keyboard 1 275.00 275.00 ~ B ,651-1 Data Set Connect 2 1,545.00 3,090.00 .... "11Ount ._ '.1e: (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 $ Ex~'Pt .., ...... ...... ........ ., ...... .. .$ . ... . ., . ....... . . ... ... . . ... .. . . . .$ (e) Plus Finance Charge .................... $ 2.952. 60 (f) Total Deferred Balance ......,................................. $ (g) Deferred Balance to be paid in 59 Consecutive Monthly Installments of $ 434.71 and a Final Monthly Installment of $ 434.71 ,payable in accordance with Section 5. (hI Plus Contract Processing Charge ...................................$ 23,130.00 21~110.00 .26,082.60 0.00 "'This Agreement \including the agreements incorporated by refef'enC8 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 ",",or communications including all oral and wrinen proposals. :lCCEPTED: CUSTOMER BY ITS SIGNATURE ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT. UNDERSTANDS IT AND AGREES TO ALL ITS TERMS AND CONDITIONS. ~u(roughs CorP9ration (1' ./ .:..''''7 ~" >0v: j) - r:0--tL,-,;t./"\...- ,y Authorized Signature 3ranch Manager CITY OF CLE}J~WATER ,~ Customer By Date . --'J~ iii1n111 11 rln Title 1/5/79 Date ..:FFECTIVE DATE ~"" A9reement shall be effective on the tHe accepted and ;"::.:..tedby an authorized representative of IJRROUGHS, and -.::I!i~"Cmtinue in effect until terminated according to its terms. ~:TL.E "cta the equipment shall vest in CUSTOMER upon shipment of ~uipment to CUSTOMER. BURROUGHS shall retain a ':11,/ interest in the equipment until the entire balance of the :lTi~ and all other monies payable hereunder are paid in full. ~'" SrOJ\lER will execute, upon request, financing statements :''''1~d necessary or desirable by BURROUGHS to perfect its .; ;:irltyimerest in the equipment. CUSTOME R authorizes BU R- '~-:SGHS to file a copy of this security agreement or a financing ',' .~ent as a financing statement. A financing statement may be , '~'1: 'without CUSTOMER'S signature on the basis of this security :...~ment where allowed by law. .. ~~ST ALLA T10N ;.;;.::) The initial installation will be performed by BURROUGHS during BURROUGHS normal working hours at no additional .:harge. If installation or removal of the equipment by S'tJRROUGHS is precluded by local law, union agreement or l.:therwise, BURROUGHS will supervise the installation or ~moval and CUSTOME R will bear any additional costs caused :nereby. '01 CUSTOMER shall prepare the site to meet BURROUGHS ; t"stallation specifications which have been provided to CUSTOMER and the site shall be ready to receive the equip- ,ent at the time scheduled for delivery. It shall be ';USTOMER'S responsibility to maintain environmental con- Jitions meeting BURROUGHS specifications. ::;1 The CUSTOMER shall provide adequate working space .Vl',thln reasonable distance of the equipment for use of :3U R ROUGHS personnel. 'd-l BURROUGHS shall deliver and install the equipment as ,oon as reasonably possible. . DESTINATION AREA TRANSPORTATION .,~.)RROUGHS will arrange for transportation and drayage to the -;';:mises at which the equipment is to be located, and CUSTOMER ,.'1all pay transportation and drayage, charges (OestinationArea ~r3nsportation Charge) according to BURROUGHS published ..:',.:es in effect at time of delivery. In addition, if delivery to the ';~liatjon site within the CUSTOMER'S premises cannot be made .....th equipment normally employed by the equipment carrier, any :~rs for speCial rigging (including the cost of insurance) shall be ;:.,ud by CUSTOMER. 5. PAYMENT TERMS :: c'wn payment. if required, shall be due upon execution by ~'lSTOMER of this order and shall be returned to CUSTOMER if -;.b order is not accepted. The first deferred balance payment and .: ther Charges shall be due on the first day of the month after ~ipment of the equipment to CUSTOMER. The additional ,:derred balance payments shall be due on the first day of each "'-'onth thereafter and shall continue until paid in full. Payment :;:-..!i1 be made by CUSTOMER no later than ten (10) days after ~eipt of invoice. CUSTOMER shall pay a late payment charge ~nputed at the rate of one and one-half (l'A%) percent per month .71". the unpaid amount for each calendar month (or fraction :Io:ereoi) that such payment is in default. ~. AOOIT10NS i;USTOMER may order additional component(s) for its system(s) ~. if1itially listed on the face page or order additional system(s). Tl1ese additions may be effected by the issuance of a written order :.;,y CUSTOMER, subject to acceptance by BURROUGHS. Prices ;r:ah be those in effect when the order is placed, and the order shall r9fer to'and be subject to the terms and conditions of this Agree- ment, and all tarms and conditions of the written order shall be -I~ un/est..agreed to in a separate writing by BURROUGHS. 7. TAXeS CUSTOMER shallIJay BURROUGHS any tax (except tax based on net income) on thlAgreement, on or measured ty the prices, other charges. the equipment, program products, or serJices furnished, or their use, however designated. levied or based whenever BURROUGHS must pay and/or collect the tax from CUSTOMER acc:ording to applicable law, as interpreted by the departmental authorities of the taxing unit. It shall be CUSTOME R'S sole obliga- tion after payment to BURROUGHS to challenge the applicabi!ity of any tax. Any personal property taxes assessable on thp. equip- ment after shipment shall be borne by CUSTOMER. a RISK OF LOSS OR DAMAGE CUSTOMER shalf assume full risk of loss or damage to the equip- ment immediatejy upon its delivery to CUSTOMER'S location. As long as BURROUGHS holds a security interest in the ~uip. ment, CUSTOMER shall: (j) Maintain the equipment in good operating condition; keep the equipment free fmm lien$ 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 alte,at;on without the prior written consent of BURROUGHS; permit inspec- tion by BURROUGHS at reasonable times; and Oil procure and maintain fire, extended coverage, vandalism and malicious mischief insurance to the full insurance value of the ~uipment. with loss payable to BURROUGHS and CUSTOMER as their interem shall appear. 9. PATENT INDEMNITY (a) BURROUGHS shall defend or settle any suit or proceeding brought against CUSTOMER based on a claim that any aquip- mer.! made to BURROUGHS design constitutes an infringement of any existing United States patent, provided BURROUGHS is ~otified promptly in writing and is given complete authority and information required for the defense, and BU R ROUGHS shalf pay all damages and costs awarded therein against CUSTOMER, but shall not be respcnsible:for any cost. expense or compromise incurred or made by CUSTOMER without BURROUGHS orior written consent. (b) If any equipment is, in BURROUGHS opinion, likely to or does become the subject of a claim for patent infringement, BURROUGHS may at its option and expense procure for CUSTOMER the right to continue using the equipment, or moaify it to become non.infringing, but if BURROUGHS 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 CUSrOME R the amount paid in excess of a reasonable rental for past use. (c) BURROUGHS shall not be liable for any infringement or claim thar~f based upon use of the equipment in combination with other aquipment 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 BURROUGHS 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; (bl BURROUGHS has title to the equipment and the right to setl it;3nd (c) for a period of one (11 year from instailation, the equipment delivered under this Agreement shall be free from defects in material and workmanship under normal use and service. Written notice <lnd an explanation of circumstances concerning any claim that the equipment has proved defective in material or work- manship snail be given promptly by CUSTOMER to BUR- ROUGHS. CUSTOME R 'S sole and exclusive remedy in the event of defect is expressly limited to the correction of the defect by adjust- ment, repair or replacement, at BURROUGHS ejection and sole expense. except that there shall be no obligation to replace or repair items which bv their nature are eXDen~e. ..:-';:f~ntation or other affirmation of fact, incfudinq' but not . ~:~~..J'1:0 statements, ~rding capaci;ty, SU~~,' ." for use, or ,.,ri\.,;mance of the eqUipment shall' bear tJt, del:.med ,to be a '.Jrr:mty by au R ROUGHS for any purpose, nor !ive rise to any .ii~ ar obligation of BURROUGHS whlllSOeVet". .-;. ;~FT AS SPECIFICALLY PROVlDED IN THE AGREEMENT, : :ERE ARE 1'10 OTHER WARRANTIES, EXPRESS OR . ~~jEO. I NCLU DING. BUT NOT L1MI TED TO, ANY I MPU ED .....?RAHTIES OF MERCHANTAB1LlTY OR FITNESS FOR A · .::r111CULAR PURPOSE. : C', ':Ire. i!'ltent of employment by CUSTOMER of any non- S,JRROUGHS attachment, feature. 01' device on theequipment. 01:' "):, ~'!HIrt-r:thereof. furnished by BURROUGHS hereUl!lder, which has "f.: tleen approved in writing by BURROUGHS. BURROUGHS ...,~,:J not be liable under this warranty. The approwaf of the use of , . ~lJRROUGHS attachment. feature, or delrice shal~ not be ; ;,~ to be a representation. warranty or understanding by :::,;..~ROUGHS regarding that rn>>BURROUGHS equipment in-- '.;.;..SAIg i~ performance in conjunction with the BURROUGHS :~~.'W-~Cment. .; '_IMITATION OF LIABILITY .:.JlO EVENT SHALL BURROUGHS BE LIABLE FOR LOSS ::: PROF1TS. INDIRECT, SPECrAL, OR CONSEQUENTIAL .:: ,;.~.&AGES ARISING OUT OF ANY BREACH OF THE AGRSE- "":~!orr OR OBLIGATIONS UNDER THE AGREEMENT. :-.~; ,~ROUGHS SHALL NOT BE LIABLE FOR A.'\IY DAMAGES ';'!..:SEO BY DELAY IN DELIVERY, INSTALLATION OR FUR- '~ ~l.fING OF THE EQUIPMENT OR SERVICES UNDER THE .:.. ::1EEMENT. ";,;STOMER shall assume full responsibility tor the oVPJall "~.':lcti"eness and efficiency of the operating environment in whiCh :J! ~ RRQUGHS equipment and software are to function. ";0 action arising out of any claimed breach of the Agreement or !..'alSaCtions under the Agreement may be brought by either party "':"\lr"- than two (2) years after the cause of action has accrued ';. TERMINATION , ..:usTOMER fails to make any payment within ten (10) days of '_ due date. or fails to perform any other obligations hereunder .0.00 thirty (30) days written notice, or should CUSTOMER be or --"':ome insolvent or a party to any bankruptcy or receivership '"~.-~aeding or any similar action affecting the affairs or property of :>:STOMER prior to payment in full of the balance of the List ,~.,"~ and all other amounts payable hereunder. BURROUGHS .~"',,: FORM NUMBER CUSTOMER'S INITIALS :906781 ~ (a) with or without demand or notice to CUSTOM.E R (if given. notice by mail jO CUSTOMER'S address, showl"! in the Agree. ment being su,icient) declare the entire amount unpaid im- mediately due and payabJe; (bl enter the premi:;es 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 (e) sell any or all the equipment as permitted under applicable law. BURROUGHS shall apply the pr.~ceeds 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 CUSTOMER 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 (al BURROUGHS mav assign this Agreemert 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. CUSTOMER may not assign this Agreement without BURROUGHS prior written consent. (bl All prO<jrams 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. lcl No modification or amendment to this Agreement and no waiver of any provisiol'l shall be valid unless in writing, signed by dt,;ly 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. (el The laws of the State of Michigan shall govern this Agree- ment. 14. OTHER APPLICABLE AGREEMENTS The following au R ROUGHS agreements are by this reference incorporated in this Agreement. TITLE OF AGREEMENT Go~ernmenta~ Addendum Bur~oughs Corporatio:l m BUSINESS MACHINES GROUP Governmental Addendum ADDENDUlVl TO AGREEMENT FOR EQUIPMENT LEASE, SERVICE AND lVIAINTENANCE and/or AGREEMENT FOR EQUIPl\-IENT SALE (INSTALLMENT SALE) ::'STOMER CITY 'OF CLEARWATER Date: 12/19/78 .if. RROUGHS and CUSTOMER hereby amend the Agreement for Equipment Lease, Service and Maintenance and/or . \ ~;.:ement for Equipment Sale, as the case may be, by adding the following thereto: ~. ADDITIONAL TERMINATION RIGHTS ; :~;3TOMER shall have the right to terminate this agreement as to all or as to any specific unit of equipment included :.~~under, on ninety (90) days prior written notice to BURROUGHS, to be made effective on the yearly anniversary date of ~:1e first payment due here~der, (or on the beginning of any subsequent fiscal year) pro"ided that, either funds for data :-,~'~;essing equipment are not appropriated, or there is no further need for a data processing system to satisfy the needs for 'Y~:ich the system hereunder was acquired. CUSTOMER shall be liable only for accumulated payments due prior to the '4::~ctive date of such notice. Upon termination as provided in this paragraph title to said equipment shall automatically ..~;;; tn BURROUGHS. 2. PURCHASE OPTION ;1 CUSTOMER has entered into the Agreement for Equipment Lease, Service and Maintenance, the CUSTOMER may 'J".,:haseat any time after commencement of rental thereon, any of the equipment leased as herein provided, so long as --,.1.:';: equipment is in the CUSTOMER'S possession llnder the terms of this lease and the CUSTOMZR is not in default in ;~yments hereunder or of any term or condition hereof. The CUSTOMER shall give BURROUGHS written notice of its ,:~:~:;ion to purchase an.d the effective date thereof. After payment of all rentals and \Jther char~es payable wlder the lease ~::~,)lJgh the effective date of purchase, CUSTOMER shall pay BURROUGHS a sum equal to BURROUGHS established ;1:....~hase price for that classification of equipment leased, in effect on the date of purchase, plus any taxes applicable to ~:...... purchase at such time, less seventy percent (70%) of all !'ental charges (excluding taxes) paid during the first six months .J1' :lle lease tenn andfifty percent (50%) of all rental charge (excluding taxes) paid during the next thirty months of such ;_'.1.')9 term of said equipment. Upon payment in full by CUSTOMER for equipment, title to the equipment purchased shall :Li:tomatically pass to CUSTOMER. Purchase of equipment shall be subject to the terms and conditions of the then 3 ~RROUGHS standard agreement for such purchased equipment and the period of any warranty contained therein shall :)~ reduced by the period that equipment was subject to rental payments hereunder. . .. 4.-..: ..oJ, (. I , ATTACHMENT TO AGREEMENT FOR EQUIPMENT SALE Burroughs Corporation . CUSTOMER BY ITS SIGNA TURE, ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDER- STANDS IT AND AGREES TO ALL ITS TERlviS AND CO ITIONS. , / CITY OF CLURWATE / By Attest: d.~ L -U.J City Cleri:t. .....1 ~~~ Ayp5'9Y,ed as, t~ i,arm ~~orrectness: ,0- / 0~--/.. ~ .,...f?,,/...---:: '.. ,. / , I Nt (/ .-,/.' -;?; /7/ /. j, / ',/ I '':--/.:;-:City'Attorney .J ~L_ ~ I r. 91~ Date