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AGREEMENT FOR EQUIPMENT SALE (5) ~ Bur4>ughs Corporation I m BUSINESS MACHINES GROUP AGREEMENT FOR EQUIPMENT SALE 7- CUSTOMER City of Clearwater (Firm Name) 'P.O. B ox 4748 (Number) (Street) Z Clearwater, Florida 33516 (City) (State) (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. ITEM NO. MODEL AND DESCR IPTJON QUANTITY UNIT LIST PRICE TOTAL LIST PRICE 1 MT 983 Modular Terminal 1 1980.00 1980.00 2 TP 110 Keyboard 1 247.50 247.50 3 AP 1301 Letter Quality Prt 1 3915.00 3915.00 1\\ \~ (.\ -. . (\ ..., ~ \ , l c~ 6 ~ \ ";.- Amount Due: (a) Grand Total List Price. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (b) Less Credits: Cash upon execution ......................... $ Other. .. . . . . . . . . . . . . . . ; . . . . . . . . . . . . . . . . . . .. $ Other. . . . . . . . . . . ; . . . .. . . . . . . . . . . . . . . . . . . . ., $ Other. . . . . . . . . . .'. . .. . . . . . . . . . .. . . . . . . . . . . .. $ (c) Balance of List Price after Credits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. $ (d) Plus Applicable Taxes in accordance with Section 7. 6142.,):} 6142.50 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. c( , , '-- J . !' I..... \ ( r I. ; t-' , ,. \ t,t'" ~ \'.C~ t \,.,l_\ ';; v".' -----/ CUSTOMER BY ITS SIGNATURE ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGr:tEES TO ALL ITS TERMS AND CONDITIONS. City of Clearwater Customer SEE LAST PAGE Authorized Signature ACCEPTED: Burroughs Corporation ,By Authorized Signature By Title Title Date 1910 ()f) ,/()f;'-/6 Date e aq Ol pawaap aq JO aq \le4s wawd!nba a4l ~o aouewJOpad JO 'asn JO~ Al!l!qel!nS 'Al!Oede:> 6u!pJe6aJ sluaIJalels Ol pal!W!l lOU lnq 6u!pnpu! 'pe~ ~o UO!leWJ!W~ Ja4l0 JO,IO!lelUaSaJdaJ oN '31Qepuadxa aJe 3Jnleu J!a4l Aq 40!4M SWal! J!edaJ JO aOeldaJ Ol uO!le6!lqo ou aq \le4s aJa4l le4l ldaoxa 'asuadxa alos pue uO!loala SH 8nm::lH ns le 'lU3WaOe\daJ JO J!edaJ 'luaw -lsn[pe Aq l:>a~ap a4l ~o uoq03JJOO 34l Ol pal!W!1 AlsSaJdxa S! loa~ap ~o luaAa a4l U! 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V 'luaW8lelS 6u!oueul! e se luawalelS 6uloueu!l e JO lUaWaaJ6e Al!Jn:Jas sl4l to Ado:J e al!t Ol SH8nOtl -tln8 saz!J04lne tl3lNO.iSnJ 'lUawd!nba a4l U! lSaJalUI Al!Jnoas Sl! l:JalJad Ol SH8nOl::ltlnS Aq alqeJ!sap JO AJessaoau pawaap SlUawalelS 6u!oueul~ 'lSanbaJ uodn 'aln:Jaxa II!M tl3lNO.iSnJ 'lint U! pled aJe JapunaJa4 alqeAed saluow Ja4l0 lie pue aoud lS!l a4l to aoueleq aJIlUa a4l Iqun lUawd!nba a4l U! lsaJalU! Al!mOaS e u!elaJ lIe4s SH8nOl::ll::lnl:'l 't1311\10.iSnJ Ol luawdmba a4l ~o lUawdl4s uodn !:f3INO.iSnJ UI lsaA IIe4s lUawd!nba aljl Ol alll.i 31.11.1 'Z 'sWJal Sl! Ol 6u!pJOooe paleu!wJall!lun l:Jaga u! anUllUOO IIe4s pue 'SH8nOtl tln8 to aApelUaSaJdaJ paZ!J04lne ue Aq palnoaxa pue paldaooe alep a4l uo aA!paga aq IIe4s lUaWaaJ6v S!4.i 3.iVa 3^1.i:)3::1::13 'l ~' warranty by BURROUGHS for any purpose, nor give rise to any liability or obligation of BURROUGHS whaloever. EXCEPT AS SPECIFICALLY PROVIDED I~ THE AGREEMENT, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT L1MITEDTO, ANY IMPLIED WARRANTIES OF MERCHANTABILJrY.OR FITNESS FOR A PARTICULAR PURPOSE.' - In the event of employment.: by ~DSTOMER of. any non- BURROUGHS attachment, feature, or device on the equipment, or any part thereof, furnished by BURROUG.HS hereunder, which has not been approved in writing by BUR-tiOUGHS, BURROUGHS shall not be liable undef fhi-s warranty: The approval of the use of any non-BURROUGHS attaefml.8nt, featL!re, or.device shall not be deemed to be a representa'tlQl'i, - warrantY or understanding by BURROUGHS regarding that" FlOn-BURROUGHS equipment in- cluding its performance in conjunction with the BU R ROUG HS 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 fot 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 CUSTOME R 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: (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 sufficient) 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 FORM NUMBER CUSTOMER'S INITIALS (c) sell any or all the equipment as permitted under applicable law, BURROlIGHS shall apply the proceeds of sale of the equipment to '-e 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 CUSTOMER'S consent, provided that BURROUGHS obligations to CUSTOMER shall not in any way be diminished, CUSTOMER may not assign this Agreement without BUR R OU G HS 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) In the event that CUSTOMER makes use of any software programming in connection with the equipment supplied hereunder, which is not provided by BU R ROUGHS, CUSTOMER acknowledges that BURROUGHS has made no representation or warranties with respect to any non-BU R ROUGHS software, its performance on the BURROUGHS equipment, or the service to be provided with respect to such non-BURROUGHS software, 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 agreements between CUSTOMER and BURROUGHS. (d) 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 ,~ I By ..: val of foregoing tgreement: Atte t. Ot~L~"-' City Clerk Cou te~ -1 ~ ck..- Mayor- Commis sioner rrectness: r :~r I 3 . ' 1 8' " ~. ,-' .- f ~..:>> n j.),-J.) ,"",* l! CUSTOMER . ',',. - .' _. .'--__._.... _.._:.;,.....::.:.:.;.'.;.~"",~-.~, 'C.',i', .,._ ..-~-.... _. -.-~';'.,.-_ .',~ ,:,;;: ,;, .~ -.":,,.,. _'-"'~."'_ .' \'1 'Bu'rrbughs Corporation ~ BUSINESS MACHINES GROUP AGREEMENT FOR EQUIPMENT SALE (Installment Sale) RECEIVED FEB 16 1982 CITY CI t::H City Hall (Number) Clearwater (City) City of Clearwater (Firm Name) Annex 10 South Missouri (Street) Avenue Florida (State) 33518 (Zip Code) BURROUGHS CORPORATION, Business Machines Group. Burroughs Place, Detroit, Michigan 48232 ("BURROUGHS"), by its acceptance agrees to sell and CUSTOM E R agrees to buy the equipment I isted below. ITEM NO. 1 Amount Due: MODEL AND OESCR IPTION UNIT LIST PRICE $104,000 TOTAL LIST PRICE $208,000 QUANTITY Bl955 System Includes: 2 (2) Bl955 Cp's (4) Bll55-262 Memory (2) B9348-52 Display (2) B1348-52 Display Control (2) B1486-1 DIP Control (2) B9484-2 DIP Drive (2) B1249 Printer Control (2) B9246-6 650 LPM Printer (2) B1352 8-MLC (a) Grand Total List Price. . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . ..$ 409.753.00 (b) Plus Applicable Taxes in accordance with Section 7 $ · . . . . . .. . . .. . . . . . . .. . . .. . . . . . . .. . . .$ . " . . . . . . . . . . .. . . .. . . . . . . .. . . . . . . .$ (c) Less Credits: Cash upon execution tDown-Payment) . , . . . $ Other,. .r;rp..4~-:-;Ln............. .$31.145.00 Other, . .O~.s,~ql,lP.t. . . . . . . . . . ~ . . . . $34,926.00 Other . , . . . . . . . . . . . . . . . . . . . , , . . . . $ (d) Balance of List Price after Credits ......'.'. . . . . . . . . . . . . . . . . . . . . . . $343 .682.00 (e) PlusFinanceCharge .,..........,...,.,.$ 110.287.60 (f) Total Deferred Balance .........................,.............. $4 5 3 . 969. 60 (g) Deferred Balance to be paid in 83 Consecutive Monthly Installments of $ 5404.40 and a Final Monthly Installment of $ 5404. 40 , payable in accordance with Section 5. (h) Plus Contract Processing Charge ........,.,............,..,...... .$5.00 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. ACCE:?TED: CUSTOMER BY ITS SIGNATURE ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO ALL ITS TERMS AND CONDITIONS. Authorized Signature By ~ U19102215/79 ..--- By Burroughs Corporation of Clearwater ~ustomer j Title , I;'" (C~./)(- i -" . Date C C.; -/ 0UV~/.'r'~ ,..,~I///..;_2c:.... Date _.. +~_,",_______"_.__c" _:'_.._ ..._..;.;;;:"-L'"':.....~:....-~'""'-'_:.::.:..-,.~ .,. 1. EFFECTIVE DATE, ' This Agreement shall be effective on the dateLccepted and exe- cuted by an authorized representative of BURifOUGHS, 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. 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 dur- ing BURROUGHS normal working hours at no additional charge. If installation or removal of the equipment by BUR- ROUGHS is precluded by local law, union agreement or other- wise, 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 CUS- TOMER and the site shall be ready to receive the equipment at the time scheduled for delivery, It shall be CUSTOMER'S re- sponsibility to maintain environmental conditions meeting BURROUGHS specifications. (c) The CUSTOMER shall provide adequate working space within 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 be located, and CUSTOMER shall pay transportation and drayage charges (Destination Area Transportation Charge) according to BURROUGHS 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, ar1y costs for special rigging (including the cost of insurance) shall be paid by CUSTOMER. 5. PAYMENT TERMS Down payment, if required, shall be due upon execution by CUS- TOMER 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 de- ferred 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 (1V2%) 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) 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 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 agr~ed to in a separate writing by BURROUGHS. 7. TAXES CUSTOMER shall oly BURROUGHS any tax (except tax based on net income) on the ~reement, on or measured by the prices, other charges, the equipment, program products, or services furnished, or their use, however designated, levied or based whenever BUR- ROUGHS must pay and/or collect the tax from CUSTOMER ac- cording to applicable law, as interpreted by the departmental authorities of the taxing unit. It shall be CUSTOMER'S sole obliga- tion after payment to BURROUGHS to challenge the applicability of any tax. Any personal property taxes assessable on the equipment after shipment shall be borne by CtJSTOMER. 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: (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 BUR- ROUGHS; permit inspection by BURROUGHS at reasonable times; and (ii) procure and maintain fire, extended coverage, vandalism and malicious mischief insurance to the full insurance value of the equipment, with loss payable to 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 infringe- ment of any existing United States patent, provided BUR- ROUGHS is notified promptly in writing and is given complete authority and information required for the defense, and BUR- ROUGHS shall pay all damages and costs awarded therein against CUSTOMER, but shall not be responsible for any 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, BUR- ROUGHS may at its option and expense procure for CUS- TOMER the right to continue using the equipment, or modify it to become non-infringing, but if BURROUGHS is not rea- sonably 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 ex- cess 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 provided the equipment has received the normal required maintenance service. No free maintenance is included in this warranty, 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 expressly limited to the correction of the defect by adjustment, repair or replacement, at BURROUGHS election and sole expense, except that there shall be no obligation to replace or repair items which by their nature are exoendable. __ - ..~_, ,-".__'__r' """"_ ,...".--""___..........,......__...,___~'_,_.,__,._:::-_:~" ,. -' -'- " "',',.,-:'::, ; :.." ._.-.- '- '-. . -.. -:.~.c.--...~',~~.~~.;.:-.;.;,.__......:..-,;..;;...~........~_;~._,....;.;..o.;.:..,_.,,--~_,.__.___-..~~..:..-:........:..--....:..--"....:.'............,;.".;....'_"""""'.:._n.'_ -. '._ _,_".___:":'~""'n_"~'_"~-<--~"''''h'''_ '.- ,_.'.. _ No representa~ion or other affirmation of fa,ct, inc~' ding but not limited to statements..regarding capacity, stJitability for use or performance of the eqvipmel"lt shall be or be deemed to be a warran by BURROUGHS 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 attach- ment, feature, or device shall not be deemed to be a representation, warranty or understanding by BURROUGHS regarding that non- BURROUGHS equipment including 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 DAM- AGES ARISING OUT OF ANY BREACH OF THE AGREEMENT 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 effec- tiveness 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: (a) with or without demand or notice to CUSTOMER (if given, notice by mail to CUSTOMER'S address, shown in the Agree- ment being sufficient) declare the entire amount unpaid 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 FORM NUMBER CUSTOMER'S INITIALS ".-----:-. -"..,~. ~...- .:-,-....- ~-'C--""""~"---'_~'~"-:>-_'~'''-'''__ _'" ~""_""":""":,'~ ,~_ ...~_.._ __ ____ ._..__-_.~.-.-~~.,~ .._._~~., _.____-,___._.." _ """_~~" ',,,.,..--._,,.......,...,_._',....._ ~,....,.. '''_'','''''"'___'- _,_,_____,_ available to BlJRROUGHS at a place which is reasonably convenient to toth parties and to permit and to assist BUR- ROUGHS in effecting the retaking and removal of the equip- ment); and (c) sell any or all the equipment as permitted under applicable law. BURROUGHS shall apply the proceeds of sale of the equip- ment to the payment of the expenses of retaking, storing, re- pairing 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) BURROUGHS may assign this Agreement and convey its interest in the equipment, 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. CUSTOMER 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 herein by reference, CUSTOMER shall be responsible for de- termining appropriate use and limitations of the program prod- ucts in its operations, In the event that customer makes use of any software pro- gramming in connection with the equipment supplied hereun- der, which is not provided by BURROUGHS, Customer ac- knowledges that BURROUGHS has made no representation or warranties with respect to any non-BURROUGHS software, its performance on the BURROUGHS equipment, or the serv- ice to be provided with respect to such non-BURROUGHS software, 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 agreements between customer and BURROUGHS, (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 equipment or services provided under this Agreement shall be void, except as otherwise provided in this Agreement. (d) The laws of the State of~ shall govern this Agreement. Florida 14. OTHER APPLICABLE AGREEMENTS The following BURROUGHS agreements are by this reference incorporated in this Agreement. nTLE OF AGREEMENT ~....,._._.~-- ..~-,~.- ---,.. .....-,,-, """::;;'~~;':;~~~.......~..:..:~. ~'~ ~""--- 'P.-':-:~;.::....;..~, _::" ,....o..i~...:..:;.;~'"'.:..-""-,_____~_~~...:_~.:_:,--:..:~,__....;.;.,;_. _'_ :~_ ... J BURR OUGHS CORPORA TION Business Machines Group Agreement for Equipment Sale I Attachment A By A tte s-t~.'~ ~~L~ City Cl~rk ~ej;,i frk- Mayor- Commissioner ctness: Attorney (~ ~ ~~/1gl Date: Accepted BIJiIROUGHS CO~ By ~ Title.. 'liCE PRESIDENT &. GENERAl Datc______ DEe 30 1981 .;~f MAN Ar.1'=1t - ~,... ,-. . , -,--~~-"""-,-~--",....~,:;;,:,:"",,,,~~":._~~-:'::':""" -', -;~::.-~. ~,__"~..:...:",--.......,;.;c"':"";.._~"~:.....;;"""".,,,,;,,,:,~~:,,;,,.~.,.;,,-;.,'_".__,,:,~ Bu!rOUghS Corporatiol m BUSINESS MACHINES GROUP LIST OF ADDITIONAL EQUIPMENT CUSTOMER City of Clearwater Date Oct. 15, 1981 The equipment listed on pages 1 through ....2...... hereof are added to the equipment listed on the face page of the Agree- ment(s) identified below: 1. Agreement for Equipment Sale (Installment) Form No. 1910221 (Identify Agreement) ITEM Unit Total NO. MODEL AND DESCRIPTION QUANTITY List Price List Price 2 Bl155-262; 262KB Memory 2 $5,750.00 $11,500.00 3 B165l-2; 4800 Baud Adapter 4 1,854.00 7,416.00 4 B1057; Power Booster 1 5,923.00 5,923.00 5 B9499-l0; Mag Tape MEC 1 6,042.63 6,042.63 6 B1495-2; Mag Tape Control 1 6,851.67 6,851.67 7 B1l15; Card Reader Control 1 895.86 895.86 8 B1486-1; Disk Pack Control 2 1,244.25 2,488.50 9 B9484-5; Disk Pack Drive 1 16,838.85 16,838.85 10 B9499-3; DP Controller 1 NC NC 11 B9484-5; Disk Pack Drive 1 12,442.50 12,442.50 12 B9495-2 Mag Tape Unit 3 6,636.00 19,908.00 13 B9116; Card Reader 1 3,051.00 3,051.00 14 B1352; MLC 1 3,732.75 3,732.75 15 B165l-l; Adapters 6 414.75 2,488.50 16 B9489-16; Mini Disk Unit 1 7,039.56 7,039.56 17 B1489; Mini Disk Control 1 NC NC 18 B9494-4; Disk Pack Drive 1 17,345.00 17,345.00 BurrouQha ---. NOTE: Draw a line across the last page following the last item on this addendum. 1906849 (3685-19) 6176 '8 . -...... .. .-.".'-'::""L..-"'-' . '. I Burroughs 1 Corporation ~ BUSINESS MACHIN~ GROUP Governmental Addendum ADDENDUM TO AGREEMENT FOR EQUIPMENT LEASE, SERVICE AND MAINTENANCE and/or AGREEMENT FOR EQUIPMENT SALE . (INSTALLMENT SALE) CUSTOMER City of Clearwater Daoo: Oct. 15, 1981 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 eq1upment 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) 6/76 r--' CUSTOMER _' ~ _.__,__~.::,,,:,,;. ,;.....;;.;.;~_.....:,:'~_____,.~~..;.._:-~:.....::..._.:.:,.~...:;..',":_,.......:..c,,,:"'";..:..--'.....--'.,~~'.::~ :__'.. _ ,~..,.,,,:,,,,,~,.,~,_:,;.',-"":"'.,..:: .,,__.,.:, ,:~_'.' .... ButroughS Corporatiol m BUSINESS MACHINES GROUP LIST OF ADDITIONAL EQUIPMENT City of Clearwater Date Oct. 15. 1981 The equipment listed on pages 2 through~hereof are added to the equipment listed on the face page of the Agree- ment(s) identified below: 1. Agreement for Equipment Sale (Installment) Form No. (Identify Agreement) ITEM NO. 19 20 21 22 23 24 1910221 MODEL AND DESCRIPTION Unit List Price Total List Price QUANTITY B1860 System with B9348 SPO B1348 SPO Control Bl060-131; 13lKB Memory Bl060~131; 131KB Memory Bl098; I/O Exp Cab B9247-14; B9247-14 BI247-4; Prt Control 1 $41,498.25 $41,498.25 1 2 1 1 1 3,819.00 5,184.38 4,106.02 15,760.50 2,236.65 3,819.00 10,368.76 4,106.02 15,760.50 2,236.65 ---------------------------------------------------------------------------- Trade In Equipment: B1860 System with B9348 SPO + B1348 SPO Control Bl060-131 + Bl060-262 Memory Bl098 I/O Exp. Cab. B9247-l4 1100 LPM Printer B1247-4 Line Printer Control Burrou~ -.-.-. ~~ , $31,145.00 #31,145.00 II NOTE: Draw a line across the last page following the last item on this addendum. 1906849 (3685-19) 6176 "".:-,: ',,',--:-,-:, -----". . ~:..._---""~.^-'..;..~~,~.-..:.~~""',...."~.......:.-'-........-~,.:.,;,;.-.:.~......---.""~.;,;:;.,,;,..~~:..:..; .~~.:-.:.-..;~~~-,...........,-' .,-"......:....._~~.;.,.-_......;..,'-..,,-- ...-._--,.~- ._-----.-,~:,~-~-,. ." ,:..,,-~-~--,..,"-.~-", CUSTOM E R Burfoughs Corporation' m PROGRAM PRODUCTS LICENSE AND SUPPORT AGREEMENT City of Clearwater (firm Name) ~011 rn M; "::1'::0111"; Avpnttp (Street) City Hall Auupy 10 (Number} Clearwater (City) Florida (State) 33518 (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: r_ SCHEDULE Computer System Designation Bl955 Qty. Program Product! Training Identification 2 TCS IV Support Category A Initial Charge* Code Designated Computer System Serial No, (if available) Recurring Monthly/ License Annual Charge Code * Ch arge C 1200 Initial Charge Estimated Delivery Date 11-81 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 SUPPORT 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 THEWARRANTY AND LIMITATION OF LIABILITY, ON THE REVERSE SIDE ARE PART OF THIS AGREEMENT. Title ACCEPTED: Burroughs Corporation By: Date * Charge Code Description: A . Initial Charge B . Initial Charge In Installments C . Monthly License Fee D . Annual license Fee E . Other Charges G . Training Charge H . Media/Processing Charge 1906724 (Rev, 7/801 ,,__' ,._,., ,._~.~~ __:.... ~_ .;.."~ "..z"--,--,.,_.__~,.,;..:.. ~.' ~ "..., ''',';'..--",_'_ ..,.~ .,.,-"..._.....:..--~._._ _~__'''''''''. ,______;-""'" '~__"':"~''''_~__-_'''';';'''.'''' 1. DEFIN,ITIONS I 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 CUSTOME R 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 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.' 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 Program Product(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 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, 4. TERM 4,' Each license shall commence upon receipt by CUSTOMER of any Program Product material and shall remain in effect for each respective Program Product as follows: 4.2 If a monthly/anlallicense fee is applicable, until terminated by CUSTOMER upon one month's prior written notice or cancelled by BURROUGHS as provided in Paragraphs 12 or 16 hereinafter. 4,3 If no monthly/annual license fee is applicable, until CUS- TOMER ceases using the Program Product on the Designated Computer System including redesignation as provided in Para- graf1.D 8. 5. CHARGES AND TAXES 5,1 CUSTOMER agrees to pay BURROUGHS within ten (10) days of receipt of an invoice for the Program Product(s), Training, and for all other charges listed on the face thereof in accordance with the charge code in the Schedule, CUSTOMER 'agrees to pay a late payment charge at the rate of one and one-half (1-Y:.%) percent per month, or at the maximum late payment charge permitted by ap- plicable law, whichever is less, on any unpaid amount for each calendar month (or fraction thereof) that such payment is in de- fault. 5.2 CUSTOMER agrees to pay a non-refundable initial charge upon delivery for all Program Products having an initial charge specified in the Schedule, An initial charge, when applicable, shall be due for each license of the same Program Product. 5.3 BURROUGHS may by ninety (90) days prior written notice, to CUSTOMER increase or decrease the monthly/annual license' fees, and BU R ROUGHS shall designate in such notice the date on which the new license fees shall become effective, If the monthly/annual fee is increased, CUSTOMER may terminate this License upon thirty (30) days prior notice to BURROUGHS, All additional licenses and services shall be invoiced at the charges in effect at the time of acceptance of an order therefor. 5.4 In addition, CUSTOMER agrees to pay BURROUGHS any tax (except personal property or tax based on net income) on the License, 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 such taxes from or on behalf of the CUSTOMER according to the applicable statutes and ordinances, as interpreted by the Depart- mental authorities of the taxing unit. 5.5 CUSTOMER agrees to pay BURROUGHS a media and/or processing charge for preparing such media with the code requested by the customer, and if such media are shipped, to pay destination area shipping charges for such shipment, If CUS- TOMER furnishes the media upon order for its preparation, only processing and shipping charges will be invoiced. 6. CLASSIFICATION OF PROGRAMMING SERVICES 6.1 Each Program Product and each release of a Licensed Program will be classified by BURROUGHS in Category "AU, "B" or "C", as defined below, BURROUGHS reserves the right to alter, mod- ify or change the design specifications and category of each re- lease of a Licensed Program or Program Product upon the notice as set forth in Paragraph 7,2. 6,1,1 Category ~ (System Software and Supported License Pro- gram). BURROUGHS will maintain and support the current ver- sion of System Software and all Category A Programs for the Designated BURROUGHS Equipment and will make available to CUSTOMER all revisions thereof released by BURROUGHS dur, . ,'.,'.....,.-...,...- .:..,,;.; -; .. ing 'the .t~rm of this License as long as sucJ 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 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, BURROUGHS may make available to CUSTOMER a revised program to correct such error or malfunction, 6,1.2 Category!!. (Limited Support Licensed Program), BUR- 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, BURROUGHS 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- TOME R 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 BURROUGHS in writing of the precise nature of any suspected error or malfunction and provide BURROUGHS with all relevant information upon request in or- der to assist BU R ROUGHS 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 BUR 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, BURRO'UGHS 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 BU R ROUGHS, Thereafter the term "Licensed Program" as used herein shall mean the Licensed Program as most currently revised. 6.6 BUR ROUGHS 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 BURROUGHS 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, r..:.:......~~~~:.,.',j..;".,:._ ,;., -.;..". , 7,2 Any change in c,i'tegory 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 the 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/Annual 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 BUR- 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 on 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(sl, in any form, to any person other than CUSTOMER's or BURROUGHS employ- ees without prior written consent from BURROUGHS 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 BUR ROUG HS 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 w~rranted to conform ~o the de:ign sJecification 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 Program Product(s), modify them to make them non-infringing or substitute other materials of similar capa- bility. If in BURROUGHS opinion, none of the foregoing altern- atives is reasonably available to BU R ROUGHS, then BU R 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 combina- .:..,.",..-..:...o.~--"'"""~~._':__"-:""'''''''''''''''''''':'_''h''__':''''-'''''''__;~<''._'__''''_'_~._..__.~ tion of the Program plduct(s) with non-BURROUGHS programs not made to BU R ROUGHS 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 BU RROUGHS 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- tion for any other reason, of a license granted hereunder, CUSTO- MER shall deliver to BUR ROUGHS the Licensed Program and Related Materials related to such Licensed Program and all copies thereof in whichever form, including partial copies which may - ,_'~ .-'-.0,' ,,-". .".".......""...,.........._'~......~&>.'__,<o:-, ._.....---....'.'..-._, '~.;~'-.:....::.:.;;"...;.,..._~~.."'_~~"',."-~.,;,...:.:...;,,~;;;;. ~;.._;-'~.'~-'.~----'"'._____~"",~ . :~,,;~' .~. I halie beep modified bY' CUSTOMER or BURROUGHS, or an executEl.Cl BUR ROUGHS 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 r~c6rd 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. DERTHIS 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. .....--....""..... -"-""-" '--~""'--'-"~"'~-~~'..,-'" ~---:-,...............~.~,~~_.~-~......~~~~~..... ~ I 18,3 IF A.CHARGE IS PAYABLE WITH RESPECT TO ANY PROG RAM 'pRODUCTS OR RELATED MATERIALS LI- CENSED HEREUNDER, OR IF A CHARGE HAS BEEN ESTABLISHED IN THE' REGULAR COURSE OF BUSINESS BY BURROUGHS FOR LICENSING THE SAME OR SIMILAR PROGRAM PRODUCTS, THEN BURROUGHS LIABILITY, IF ANY, FOR LOSS OR DAMAGES RELATING TO OR ARISING OUT OF THE LICENSE THEREFOR SHALL NOT EXCEED THE CHARGES ATTRIBUTABLE TO SUCH PROGRAM PRO. DUCTS, 19. GENERAL 19,1 The License(s) granted hereunder shall not be deemed to include or extend to any other software or other licensed pro- grams of BURROUGHS or any part thereof, heretofore, or here. after released by BURROUGHS, 19.2 NO ACTION ARISING OUT OF ANY CLAIMED BREACH OF THIS AGREEMENT OR TRANSACTIONS UNDER THE AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS ACCRUED. 19.3 The laws of the State of Michigan shall govern as to the interpretation, validity and effect of this Agreement. ~_________"""_-.---,. '._'_'_,"_--,_,,_'_'~_.,___~,_e__~ ".,',,' --,-- ,. .,' '-" , . _.~_.,_..;:_...:.,~(;....:.....;.O...,~;._:____..-:.,..;":":"'a:'_ I I BURROUGHS CORPORATION Attachment B Program Products License and Support Agreement BY ./ -Attest: _ . ~..:..oe.~_L ~~# ~- .' . City.Clerk Counte ~ed: ~ rectness: Da te: 1'~~~ tifl A.cGepted EiJ8I?()UGHS CORPORATION B~i_~.J~ ./ ~~- Tii.;:;._~T & GENERAL MANAGER D'.'.:: nCf"l f) 1\ - ~.._~ lqRl n ~""..,.-..-:~~_,..,.~_;,_..._.:""":,"_",,,~,,_ . _....,._.."_ r .~-"--'-";"~._.....~,,---.;;.._~,,,,~~..' '--.:....'~,-"'-~...-,'-.....,..:.._,..,._- -~.:.'- . '. I I Burroughs Corporation m BUSINESS MACHINES GROUP AGREEMENT FOR SYSTEMS SERVICES CUSTOMER City of Clearwater DATEOct. 15, 1981 BURROUGHS agrees to furnish CUSTOMER systems services, subject to the terms and conditions of this agreement and its attachments. BURROUGHS shall perform, subject to availability of personnel, the system services identified in para- graph(s)2abdefg below and detailed in this agreement and the referenced attachments. I. EDUCATION SERVICES BURROUGHS shall provide Education Services to train the CUSTOMER to install and use its Burroughs equipment and Program Products. Classes may include formal instruction on basic computer operations, system concepts, system software, development aids, management decision aids, and application program products. Education Services are contracted for on the Student Enrollment Application Form 1905957, 2. PROGRAM PRODUCTS SERVICES (a) Installation Planning Service: Assist in the formulation of an installation plan considering conversion, program product installation, systems/programming, operations, user implementation schedule, education services and computer services. (b) Update Service: CUSTOMER will receive direct mail shipment of new versions of the licensed "Category A" program products as they are made available. (c) Documentation Service: A catalog of reference manuals for program products will be published periodically and direct mailed to licensed users. Publication Change Notices are available at no additional charge to customers who have purchased manuals. (d) Telephone Service: System Service organization is available by phone to respond to CUSTOMER'S questions regarding program product usage and/or problems. This service is available during normal Burroughs business hours Monday thru Friday, except Burroughs holidays. (e) Diagnostic Service: CUSTOMER may request on-site service to diagnose problems of a critical nature. However, if the System Service Manager determines the problem was not caused by program product error or system malfunction (not a product problem), CUSTOMER will be billed at current published rates for TECHNICAL SERVICES. (f) Maintenance Service: CUSTOMER will be given instructions in usage of proper forms and procedures to document program product problems. A Systems Representative will assist the CUSTOMER with Field Trouble Report preparation, if necessary. (g) Customer Meeting Service: A review meeting will be held semi-annually with the CUSTOMER and BURROUGHS System Service Management. 3. TECHNICAL SERVICES (a) System Implementation Service: BURROUGHS is responsible for the implementation of that portion of the Burroughs Program Products detailed in the attached Description of System Service. (b) Conversion Service: BURROUGHS is responsible for the conversion of that portion of the CUSTOMER'S application systems or programs to operate on a Burroughs computer system as defined in the attached Description of System Service. CUSTOMER warrants that it has the legal right to have BURROUGHS convert the non- BURROUGHS programs. ____.;--'-._.,-'.::..-'-........."'"=_~_ ".~.___ _,,_,s;.....",..,;_;.,.'_~.,_..........-~-.i.-<o.,-~". __ _.,..'~ ~ (c);" Consu'lting Serv~ce: BlJRRO-lGHS will do a study of the CUSTOMER'S alplication problem and recommend an appropriate solution to CUS~MER, This systems analysis and design will be performed following the guidelines set forth in the attached Description of System Service, . . (d) System Performance Service: BURROUGHS will measure the performance of the CUSTOMER'S data processing system, present the documented results of the measurement and formulate recommendations: the details of this service are in the attached Description of System Service. (e) Technical Seminar Service: BURROUGHS shall conduct technical seminar(s) as defined in the attached Descrip- tion of System Service. 4. COMPUTER SERVICES For customers ordering BURROUGHS equipment and/or program product, Computer Services are to be contracted for by use of the Agreement for Block Time Lease (Form 1904398) or the Additional Terms and Conditions (Form 1906773). These agreements will specify the pre-installation test time allowances. 5, CHARGES (a) An initial amount of standard installation planning service is included in the program product license fee, as specified in this agreement. (b) CUSTOMER shall pay BURROUGHS for any additional installation planning service and other technical services requested as specified in this agreement, provided these services are rendered during a period of one year from services start date. If no rate for such services is specified, BURROUGHS published rates will apply. Thereafter services may be provided at the then current rates established by BURROUGHS. (c) Invoices for technical services provided shall be rendered at the end of each month in which services have been furnished. CUSTOMER shall make payment within ten (10) days of receipt of such invoices. CUSTOMER shall pay a late payment charge computed at the rate of one and one-half percent (1-1/2%) per month on the unpaid amounts for each calendar month (or fraction thereot) that such payment is in default. 6. PERFORMANCE OF SERVICES BURROUGHS reserves the right to assign personnel who are, in BURROUGHS judgement, qualified to render the services requested. Any time schedule for the performance of the services and/or schedule of availability of personnel which is prepared, submitted, or agreed upon shall be considered only as estimates. There is no representation of or undertaking regarding services results, or that the services can be completely performed within the agreed period, if any, or that the objectives of the undertaking can be obtained. 7. TITLE AND LICENSE The furnishing by BURROUGHS of systems services under this agreement conveys only a personal non-exclusive right and license under BURROUGHS proprietary rights for CUSTOMER to use the information conveyed. BURROUGHS retains the entire right, title and interest in and to all such proprietary rights, No license is granted to CUSTOMER to sublicense to others the material furnished under this agreement, and CUSTOMER agrees not to disclose or disseminate to others any of such material without written permission of BURROUGHS. CUSTOMER understands and acknowledges that the furnishing of systems services under this agreement does not convey a license from BURROUGHS to use any program material licensed separately by BURROUGHS undera program products license agreement, and CUSTOMER understands that a separate program products license is necessary if a licensed program is to be used. 8. LIMITATION OF LIABILITY In no event shall BURROUGHS liability for loss or damage arising out of any breach of this agreement or obligation hereunder exceed a refund of charges theretofore paid or payable under this agreement. 9. NON-BURROUGHS SOFTWARE BUR~OUGHS shall not be:; required to render systems services for non-BURROUGHS equipment or software. , " ~~"--r"".,...,..-----".,~-_." '--.'-~: ",-,,,,,."."'- . . . ..~_-,_~. _'..o.;.c_"_~";"':,_:"""_~.l-..,.~r..:,,~,_.<-~,-,-: _.....-.~......''-~:..::;,~~...;:--..;... .:....;..~.-:-~;.~:...:.:....-.::.:.;-....,~;;.~:;.~- " - .._..~............_~__~_...._ ,~__~"",'__.""'':-':_'u'~.,_~ '-' ...'. '_~""''' ;':;,_'~___.'_,".__. . '. , S,MMARY OF SYSTEM SERVICf .. ~ ITEM PRODUCT DESCRIPTION OF MAXIMUM NO. TYPE OF SERVICE STYLE SYSTEM SERVICE WORK DAYS 1 TCS IV TCS IV Normal Technical Pro- 10 (copy 1) gram Product Services , 2 Program Product Services TCS IV Normal Technical Pro- 10 (copy 2) gram Product Services TOTAL CONTRACTED HOURS 160 (LESS: STANDARD INSTALLATION PLANNING SERVICE INCLUDED IN PROGRAM PRODUCT LICENSE FEE) 160 CHARGEABLE WORK HOURS -0- HOURLY RATE PER PERSON $ -0- NET AGREEMENT $ -0- ACCEPTED: BURROUGHS CORPORATION BY BY of Clearwater CUSTOMER AUTHORIZED SIGNATURE TITlE DATE DATE 1906740 (Rev. 11/79) L:- ~ ' I I ~ ~~ , " BURROUGHS CORPORA TION Business Machines Group Agreement for Systems Services By Att~~._.t: ~. - IJ . - ~_.. _, ,.. ex ~_ L.)~ . City C1~~k-,~ coun:aJ::~1~ Lt?Cb- ~ayor- Commis s ioner Da te: Ci~ Attorney . Ib ~ L'r[( f1~C3Qted 1:,.i'0UGI1S CORPORJ\T~ /. ~~... gy~ - ...'-,.~-- lWe~ PRESlDENI R. r,~NERAl MANJ\6fR DEe 3 0 1981 Date Page 4 ,