LETTER - ORDER FOR EQUIPMENT (3)
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WATER
C I T Y
OF
CLEAR
POST
OFFICE BOX 4748
CLEARWATER.
FLORIDA 33518
DATE' ' .4/4/79 ' .
TO: BURROUGHS CORPORATION
UNDER THE TERMS AND CONDITIONS OF OUR (INSTALLMENT) PURCHASE CONTRACT WITH THE
BURROUGHS CORPORATION DATED
February 2; .1978
, PLEASE ACCEPT THIS
LETTER AS OUR ORDER FOR THE FOLLOWING EQUIPMENT:
QTY
DESCRIPTION
STYLE NO.
. 'BURROUGHS LIST PRICE
1
402 ME FIXED DISK
B9494-41
$24,000
ADDITIONALLY, PLEASE TERMINATE AND REMOVE THE FOLLOWING EQUIPMENT:
QTY
DESCRIPTION
STYLE NO.
. 'SERIAL NO.
PLEASE SCHEDULE DELIVERY ~=MiM@:~ld; OF THIS EQUIPMENT FOR ',' ,
';j:/7f" '.. . . .
THE TERM FOR THIS ADDITIONAL EQUIPMENT IS (. 60 ) MONTHS AT A MONTELY SD1PLE
INTEREST RATE OF
5.75
%.
I UNDERSTAND A ONE TIME INSTALLATION CHARGE OF $
o
APPLIES.
THE MONTHLY COST OF THIS ADDITIONAL EQUIPMENT IS $ 459.00
THIS AMOUNT,
LESS THE COST OF THE EQUIPMENT REMOVED, PLUS THE COST OF ANY EQUIPMENT RETAINED
IS A MONTHLY COST OF $
PAYMENTS OF $ 459.00 ).
(FOR A NET INCREASE OVER CURRENT MONTHLY
THE ABOVE SUBJECT TO OFFICIAL COMMISSION APPROVAL.
THANK YOU,
TR}u~SPORTATION APPROX. $275.00
~l6 MAINT. $118.75/MO.
1-11~1i
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BurrJughs CorporatiOn'm
BUSINESS MACHINES GROUP
AGREEMENT FOA EQUIPMENT SALE
(Installment Sale)
CUSTOMER
CITY OF CLEARWA.TER
(Firm Name)
10 S. MISSOURI AVE
(Number)
CLEARWATER
1City)
(Street)
FL
(State)
33516
(Zip Code)
BURROUGHS CORPORATION, Business Machines Group, Burroughs Place, Detroit, Michigan 48232 ("BURROUGHS"), by its acceptance
agrees to sell and CUSTOMER agrees to buy the equipment listed below.
TEM
NO.
MODEL AND
OESCR (PTION
QUANTITY
UNIT LIST
PRICE
TOT AL LIST
PRICE
1
B 9494-41
402MB Disk Drive
1
24,000.00
24,000.00
mount
ue:
(a) Grand Total List Price, . . , , . . . . . . , . . . . . . , , . . . , . . , , . . . . . . , . , , . . .$
(b) Plus Applicable Taxes in accordance with Section 7 $
..,. , .. ....., .. .... .,.. , , .,.... , . ,$
, . . , . . . . , , . . , . , , . . , , , . , . . . , . , , , . . .$
(c) Less Credits:
Cash upon execution (Down-Payment) . . . . ,$
Other , , , . . , , . .'. . . . . . . . . . , . , , . . . .' $
Other . , . . , " . , . . . , . , . . . . . . . . . . . " $
Other . , , . . . . . , . . . . , . . . . . . , . . . , , , $
(d) Balance of List Price after Credits ",...,... , . . , , , , . , . , . , . . . . . , . . . $
(e) Plus Finance Charge ".........,..,.....$ 3,540.00
(f) Total Deferred Balance ,.,.,.".,...,.........,."",.".,.,...$
(g) Deferred Balance to be paid in sq Consecutive
Monthly Installments of $ 4 ~9. 00 and a Final Monthly
(nstallment of $ 4 c:; q . 00 , payable in accordance
with Section 5.
(h) Plus Contract Processing Charge ..,."".,.".,.....",..."....,. $
24,000.00
24,000.00
27.540.00
-0-
is 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 sel"Vices, 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.
By
roughs Corporation
Authorized Signature
Title
1. EFF'ECTIVE DATE
1}1is' Agfeement shall be effective on the jate accepted and
executed by an authorized representative oflU R ROUGHS, and
shall continue in effect until terminated accordrng to its terms,
',.;...."_ ~ f
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. CUSTOMER 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 CUSTOMER'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 BURROUGHS 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 CUSTOME R 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 ti me scheduled for delivery. It shall be
CUSTOMER'S responsibility to maintain environmental con-
ditions meeting BU R ROUG HS specifications.
(c) The CUSTOMER shall provide adequate working space
within reasonable distance of the equipment for use of
BU R ROUGHS personnel.
{d} au R ROUGHS 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 be located, and CUSTOMER
shall pay transportation and drayage charges (Destination Area
Transportation Charge) according to BU R ROUGHS published
prices in effect at time of delivery, In addition, if delivery to the
installation site within the CUSTOMER'S premises cannot be made
with equipment normally employed by the equipment carrier. any
costs for special rigging (including the cost of insurance) shall be
paid by CUSTOMER. '
5. PAYMENT TERMS
Down payment. if requfred, shall 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 later than ten (10) days after
receipt of invoice. CUSTOMER shall pay a late payment charge
computed at the rate of one and one-half (11h%) percent per month
on the unpaid amount for each calendar month (or fraction
thereof) that such payment is in default.
6. ADDITIONS
CUSTOMER may order additional component(s) ror 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
refer to and be subject to the terms and conditions of this Agree-
ment, and all terms and conditions of the written order shall be
void unless agreed to in a separate writing by BUR ROUGHS.
7. TAXES
CUSTOMER shallfay BURROUGHS any tax (except tax based 0'-'
net income) on thlAgreement, on or measured by the prices, other-
charges, 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
according 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 applicability
of any tax. Any personal property taxes assessable on the equip-
ment after shipment shall be borne by CUSTOMER.
8. RISK OF LOSS OR DAMAGE
CUSTOMER shall assume full risk of loss or damage to the equip-
ment immediately upon its delivery to CUSTOMER'S location,
As long as BURROUGHS holds a security interest in the equip-
ment, CUSTOMER shall:
(j) 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 BURROUGHS at reasonable times; and
Oi) procure and maintain fire, extended coverage. vandalism
and 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 suit or proceeding
brought against CUSTOMER based on a claim that any equip-
ment made to BURROUGHS design constitutes an infringement
of any existing United States patent, provided BURROUGHS is
notified promptly in writing and is given complete authori"ty
and information required for the defense, and BURROUGHS
shall pay all damages and costs awarded therein against
CUSTOMER, but shall not be responsible1forany cost, expense
or compromise incurred or made by CUSTOMER without
BURROUGHS prior 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
CUSTOME R the right to continue using the equipment, or
modify 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 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
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; (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 CUSTOME R to BU R.
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 BU R ROUGHS election and sole
expense, except that there shall be no obligation to replace or
repair items which by their nature are exoendable.
NQ representation or other affirmation of fact, including but not
limited. to. statements regarding capacity, suitability for use, or
performance' of the equipment shall be or" deemed to. be a
warranty by au RROUGHS for any purpose, , or give rise to any
liabilij;.'{-O"f ob"igation of BURROUGHS whatsoever.
. I
EXCEPT ASSPECIFICALL Y PROVIDED IN THE AGREEMENT,
THERE ARE NO OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMRLlED
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 BU R ROUGHS hereunder, which has
not been approved in writing by BURROUGHS, BURROUGHS
shall not be liable under this warra-nty. The approval of the use of
any non.BURROUGHSattachment. feature, or device shall not be
deemed to be a repr~entation, 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, SRECIAL, 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, BUR R OUG HS
may:
FORM NUMBER
CUSTOMER'S INITIALS
(a) with or without demand or notice to CUSTOME R (if given
notice by mail to CUSTOMER'S address, shown.in the Agree-
ment being sulticient) declare the entire amount unpaid im-
mediately due J.,d 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 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
(a) BU R ROUGHS may assign this Agreement and convey its
interest in the eql:lipment, or assign the right to receive pay-
ments without the CUSTOMER'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 CUSTOME R before or aft~r
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 BURROUGHS agreements are by this' reference
incorporated in this Agreement.
TITLE OF AGREEMENT
By
I "
Attest:
ot(;~~,~ LJ-t.', .
City Clerk
ctness:
DA TE:
[}1--J., (51 9
1111