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AGREEMENT FOR EQUIPMENT SALE (6) " CUSTOMER .... c+''^--'-- IECE'Vm~ MAR 5 19&2 + " . .. , 1 - BurJ'>ughs Corporationl {i) BUSINESS MACHINES GROUP AGREEMENT FOR EQUIPMENT SALE (Installment Sale) ~lTY c1..ERl' City of Clearwater Ci ty Hall Annex (Firm N,rae) South Missouri Avenue (Number) Clearwater (City) (Street) Florida (State) 33518 (Zip Code) BURROUGHS CORPORATION, Business Machines Group. Burroultts Place, Detroit, Michigan 48232 ("BURROUGHS"!. by its acceptance agrees to sell and CUSTOMER agrees to buy the equipment listed below. ITEM MODEL AND UNIT LIST TOT AL LIST NO, OESCR IPTION QUANTITY PRICE PRICE 1 . TP313 Remote Print/F 1 $2,350.00 $2,350.00 2. AP1301 Letter Qua;ity Printer 3 4,350.00 $13,050.00 3. xcOO2 15 ' Data Set Cable 1 36.00 36.00 4. MT983 Terminals 8 1,720.00 13,760.00 5. TP110 Alpha Keyboards 8 275.00 2,200.00 Amount Due: (a) Grand Total List Price, , . , , , , , , . , , , , , , , . , , , , , , . , . , . , , . . . . , , , , , ,$ 31 ,386.00 (b) Plus Applicable Taxes in accordance with Section 7 $ ,.. . ..,.. .. ," '..", , "" '." "" ,$ , , , , .., , . " ."", "" .., , " ",.,. ,$ (e) Less Credits: Cash upon execution (Down-Payment) , , , . ,$ Other , . , . , , , . , . , , , , , , , , , , . , , , , , ,$ Other, , , , , , , . , , . , . . . , , , , , . , , , , , . $ Other , , , , , , , . , , . . , . , , , , , . , , . , , . ,$ (d) Balance of List Price after Credits "'.',.,,, , , . . , . , , , , . , , , , . . . , , , , $ 3 1 , 386 .00 (e) PlusFinanceCharge "",.,."",.",.,.$ 6,978.00 4 (f) Total Deferred Balance """".""""""",.""",'.",.., $ 38,36 .00 (g) Deferred Balance,to be paid ig 59 Consecutive Monthly Installments 6'f $ 39. 40 and a Final Monthly Installment of $ 39. 40 , payable in accordance with Section 5. (h) Plus Contract Processing Charge ,;,..""."...",.",.".,.,.", ,$ 5.00 This A~eement (including the agreements incorporated by reference in Section 14) constitutes the entire agreement, understanding and representations, express or implied, between the CUSTOMER and BURROUGHS with respect to the equipment and services, and supersedes all prior communications including all oral and written proposals, ACCEPTED: CUSTOMER BY ITS SIGNATURE ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO ALL ITS TERMS AND CONDITIONS, Authorized Signature By 1910221 5 -;; Burroughs Corporation ~ Title Title I \ .~. / (' " ',5--<- , U i UJ Date Date EFFECTIVE pATE, This Agre~r\)ent s~all be effective on the date aC'jE;pted and exe- '. cuted by an authorized representative of ~URRC.~HS, ano'shall continue in effect until terminated according to ~ terms" 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, INSTALLATION (a) The initial installation will be pertormed 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. 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, 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 pa)l a late payment charge computed at' the rate of one and one-half (1 V2%) percent per month on the unpaid amount for each calendar month (or fraction thereof) that such payment is in default. C 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- rtlent, and all terms and conditions of the written order shall be void unless aQreed to in a separate writing by BURROUGHS" 7. TAXES CUSTOMER shall Pi BURROUGHS any tax (except tax based on net income) on the A eement, on or measured by the prices, other charges, the equipm nt, prograrrt 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 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: (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, ex1ended 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- ROUG,HS 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 snail not be liable for any infringement or claim thereof based upon use of the equipment in combination with other equipment er 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 ~h?lJ 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 an)' 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 limUed to the correction of the defect by adjustment, repair or replacement, at BURROUGHS election a~ sole expense, except that there shall be no obligation to replaCE or repair items which by their nature are expendable. ~o representation or other affirmation of lact, including but not limited to ,statemerlts r~gar~ing ca~acity, su1tability for use, or performance of the equipment ,hall be or be deemed to be a warranlbY BURROUGHS for any purpose. nor give rise to any liabi.!ity or oblig ion of BUR.ROUGI-lS 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 MERCHANT ABILITY 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 CONSEOUENTIAL 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 EOUIPMENT 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 prOCf cding 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 avallaDle to t:lUHHUUun~ ell d IJldl.Ol:: 'IV 1 111.01 1 I~ 1l::<1:>UIIOUlf convenient to both parties and to permit and to assist BUR. ROUGHS inrffecting the fetaking 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 Jawor 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 anyway 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 prcr gramming in connection with the equipment supplied hereull- 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 ()f' the furnishing of such services" Customer acknowledges that no BURROUGHS software is being furnished to customer by BURROUGHS except pursuant to separate written license agrrements between customer and BURROUGHS, (c) No modification or amendment to this Agreement and no waiver of any provision shall be valid unless in writing, signee by duly authorized representatives of the parties. Any writte'i order or other instrument issued by CUSTOMER before or after the effective date of this Agreement pertaining to the equipmem or services provided under this Agreement shall be void, except as otherwise provided in this Agreement (e) The laws of the State 01 ~~shall govern this Agre€ment Florida 14. OTHER APPLICABLE AGREEMENTS The following BURROUGHS agreements are by this refere~ incorporated in this Agreement, TITLE OF AGREEMENT -----~--~.~---~----------~--~--~-- . f I -~ , . Burr.tugh~' C6rpor~tionl m BUSINESS MACHINES GROUP Governmental Addendum ADDENDUM TO AGREE1\fENT FOR EQUIPMENT LEASE, SERVICE AND MAINTENANCE , and/or AGREEMENT FOR EQUIPMENT SALE . ( INSTALLMENT SALE) CUSTOMER City of Clearwater Date: 0 ct. 15, 1 9 8 1 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 noticeto 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 hereunde,'J 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:';'6 _I BURROUGHS CORPORATION Agreement for Equipment Sale (Installment Sale) ) I 'Page 4 , - By Attest: D( ~ L ~;..., City Clerk ~;~ 7 RrA- Mayor-Commissioner rrectnes s: - Da te: y''f- I 9 8 I Accepted :~~~~ . Title YlC( el1~S'f)fN1 g SCNfIMt ~ Date DEe 3 Q 1981 e