AGREEMENT FOR EQUIPMENT SALE (7)
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CUSTOMER
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BUSINESS 'MACHINES GROUP I . ,cj 3 b 79.3/
AIREE~ENT .FOR ~Q.UIPMENT(f)...)). \
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,l I ".' -' "'! 0- a NET CASH SALE
o INSTALLMENT SALE
city of Clearwater
(Firm Name)
10 S, Missouri
(Number) (Street)
Clf'anva ter
(City)
Florida
(Stale)
(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 MODEL AND UNIT LIST
NO. DESCRIPTION QUANTITY PRICE
1. B1651-3; Line Adapter 1 $2,272.
2. B9253; Matrix Printer 3 895.
3 . ET1100; CRT 6 1,895.
4. XC315; Data Set Cable 5 65.
5. XC004; Data Set Cable 2 81.
Amount
Due:
(a) Grand Total List Price ,.,.,...,...........................................
(b) Total One-Time Field Installation Charge ...................................
Subtotal of items a and b ..,.........................................
(c) Plus Applicable Taxes in accordance with Section 7 S Exe~p t
......,..".................,...,..........,..... $
....,......................................"..,. S
(d) Less Credits:
Cash upon execution (Down-Payment) ........ $
Other 10%. .GRV.t;,. .P.i.&c.Q~I).t;........ sl , 681. 40
Other ..,......,..."......"....,......... S
Other ..................................,.. 51
(e) Balance of List Price .."..........,.,..................................",
(1) Plus Finance Charge ......,....................... S
(g) Total Deferred Balance ...................................................
(h) Deferred Balance to be paid in Consecutive
Monthly Installments of S and a Final Monthly
Installment of S , payable in accordance
with Section 5.
(i) Plus Contract Processing Charge ................................,..........
TOTAL LIST
PRICE
$ 2,272.
2,685.
11,370.
325.
162.
$16,814.
s 79.
s16,893.
s15,211.60
S15,211.60
$
This Agreement (including the agreements incorporated by reference in Section 17) constitutes the entire agreement, under-
standing and representations, express or implied, between the CUSTOMER and BURROUGHS with respect to the equipment
and senices. and supersedes all prior communications including all oral and written proposals.
ACCEPTED:
CUSTO'IER BY ITS SIG:"JATURE ACK.",OWLEDGES THAT IT
HAS READ THIS AGREE:\IENT. V:"iDERSTANDS IT A~D
AGREES TO ALL ITS TER.\IS AND CO:\'DITIONS.
By
City nf Cle~rw~tpr
Customer
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Burroughs Corporation
By
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Date
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FORM 1914116 (682'
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Ihis Arn:'::Ill'::l1t shall be eITedl\C L'il to;e (j.,tc il.::cepltd .,nd
executed by an authorized representative of BURROUGHS,
and shall continue in effect until terminled according to its
terms.
2, TITLE
Title to the equipment shall vest in CUSTOMER upon ship-
ment 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 hereun-
der are paid in full. CUSTOMER guarantees to BUR-
ROUGHS that all equipment being Traded-In is free and clear
of any liens or encumbrances. CUSTOMER will execute,
upon request. financing statements deemed necessary or de-
sirable by BURROUGHS to perfect its security interest in the
equipment. CUSTOMER authorizes BURROUGHS to me a
copy of this security agreement or a financing statement as a
financing statement. A financing statement may be flied with-
out CUSTOMER'S signature on the basis of this security
agreement where allowed by law.
3, INSTALLATION
(a) Installation, if performed by BURROUGHS, will be per-
formed during BURROUGHS normal working hours at no
additional charge. If installation or removal of the equip-
ment by BURROUGHS is precluded by local law. union
agreement or otherwise, BURROUGHS will supervise
the installation or removal and CUSTOMER will bear any
additional costs caused thereby.
(b) CUSTOMER shall prepare the site to meet BUR-
ROUGHS installation specifications which have been
provided to CUSTOMER and the site shall be ready to
receive the equipment at the time scheduled for delivery.
It shall be CUSTOMER'S responsibility to maintain
environmental conditions meeting BURROUGHS spec-
ifications.
(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.
Transportation charges for equipment being traded-in shall be
borne by the CUSTOMER and billed in accordance with
established Destination Area Transportation Charges
(DA TC). If delivery to the installation site within the CUS-
TOMER'S premises cannot be made with equipment normally
employed by the equipment carrier. any costs for special
rigging (including the cost ofinsurance) shall be paid by CUS-
TOMER.
5, PAnlENT TERl\-1S
The receipt or deposit of any monies received by BUR-
ROUGHS as a down-payment shall not be construed as ac-
ceptance of this Agreement, Down payment, ifrequired. shall
be due upon execution by CUSTOMER of this order and shall
be returned to CUSTOMER if this order is not accepted. The
price(s) and charge(s) stated herein are subject to change
without notice, but shall remain firm through the date of
delivery providing Burroughs Scheduled Delivery Date is not
postponed by CUSTOMER. If an Installment Sale. the fll"St
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 fuU. Payment shall be made by CUS-
TOMER 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 ( I Yz~) percent per month on the
unpaid amount for each calendar month (or fraction thereof)
tl1at such payment is in default.
L L::' j u\,LJ\. i;l.iY vldel iiJuii:l'i"d '::0il1puiiCl1l\~) i<'l Ib ':'-
tem(s) as initially listed on the face page or order additional
system(s). Thes~dditions may be effected by the issuance ofa
written order CUSTOMER, subject to acceptance by
BURROUGHS. 'ces 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 Agreement, and aU terms and conditions
of the written order shall be void unless agreed to in a separate
writing by BURROUGHS.
7, TAXES
CUSTOMER shall pay BURROUGHS any tax (except tax
based on net income) on the Agreement, 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 CUSTOMER'S sole obligation 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
(a) CUSTOMER shall assume full risk of loss or damage to
the equipment immediately upon its delivery to CUS-
TOMER'S location.
(b) As long as BURROUGHS holds a security interest in the
equipment, CUSTOMER shall:
(i) Maintain the equipment in good operating condition:
keep the equipment free from liens and
encumbrances: not use or permit use of the equipment
in any manner likely to be injurious to it; nor remove
or permit removal from original location; not make or
permit any alteration without the prior written consent
of BURROUGHS; permit inspection by BUR-
ROUGHS at reasonable times: and
(ii) procure and maintain fire, extended coverage, van-
dalism and malicio~ mischief insurance to the full
insurance value of the equipment, with loss payable to
BURROUGHS and CUSTOMER as their interests
shall appear.
9. PATE:'IIT I~DD1NITY
(a) BURROUGHS shall defend or settle any suit or proceed-
ing brought against CUSTOMER based on a claim that
any equipment made to BURROUGHS design constitutes
an infringement of any existing United States patent, pro-
vided BURROUGHS is notified promptly in writing and is
given complete authority and information required for the
defense. and BURROUGHS shall pay all damages and
costs awarded therein against CUSTOMER, but shall not
be responsible for any cost. expense or compromise incur-
red 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 infringe-
ment. BURROUGHS may at its option and expense pro-
cure for CUSTOMER the right to continue using the
equipment. or modify it to become non-infringing, but if
BURROUGHS is not reasonably able to modify or other-
wise 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.
Ic) BURROUGHS shall not be liable for any infringement or
claim thereof based upon use uf the equipment in combi-
nation with other equipment or with software not supplied
by BURROUGHS, or with modification made by CUS-
TOMER.
(d) The foregoing states the entire liability of BURROUGHS
to CUSTO~tER arising from patent infringement.
tal BUkROUGHS WARRA~TS 1HAT: (i) NO APPLI-
CABLE STATUTE, REGULATION OR ORDINANCE
.OF THE UNITED STATES OR OFINY STATE HAS
BEEN VIOLATED IN THE MAN FACTURE AND
SALE OF THE EQUIPMENT: (ii) BURROUGHS HAS
TITLE TO THE EQUIPMENT AND THE RIGHT TO
SELL IT; (iii) EQUIPMENT PURCHASED UNDER
THIS AGREEMENT MAY BE EITHER NEWLY
MANUFACTURED. OR ASSEMBLED BY BUR-
ROUGHS FROM NEW ANDIOR SERVICEABLE
USED PARTS (EQUIVALENT TO NEW IN PER-
FORMANCE) OR EQUIPMENT WHICH HAS BEEN
PREVIOUSLY INSTALLED; AND (iv) THE EQUIP-
MENT DELIVERED UNDER THIS AGREEMENT
SHALL BE FREE OF DEFECTS IN MATERIAL AND
WORKMANSHIP UNDER NORMAL USE AND
SERVICE MAINTENANCE FOR A PERIOD OF
NINETY (90) DAYS FROM DATE OF INVOICE ON
B20 AND SRl00 PRODUCTS; AND ONE (1) YEAR
FROM DATE OF INVOICE ON ALL OTHER PROD-
UCTS, PROVIDED THE EQUIPMENT HAS RE-
CEIVED THE NORMAL REQUIRED MAINTE-
NANCE SERVICE, NO FREE MAINTENANCE IS
INCLUDED IN THIS WARRANTY, UNLESS
OTHERWISE SPECIFIED IN THIS AGREEMENT.
(b) WRITIEN NOTICE AND AN EXPLANATION OF
CIRCUMSTANCES CONCERNING ANY CLAIM
THAT THE EQUIPMENT HAS PROVED DEFEC-
TIVE IN MATERIAL OR WORKMANSHIP SHALL
BE GIVEN PROMnL Y BY CUSTOMER TO BUR-
ROUGHS. CUSTOMER'S SOLE AND EXCLUSIVE
REMEDY IN THE EVENT OF DEFECT IS EX-
PRESSLY LIMITED TO THE CORRECTION OF THE
DEFECT BY ADJUSTMENT, REPAIR OR RE-
PLACEMENT. AT BURROUGHS ELECTION AND
SOLE EXPENSE,EXCEPTTHATTHERE SHALL BE
NO OBLIGATION TO REPLACE OR REPAIR ITEMS
WHICH BY THEIR NATURE ARE EXPENDABLE,
(c) NO REPRESENTATION OR OTHER AFFIRMATION
OF FACT, INCLUDING BUT NOT LIMITED TO
STATEMENTS REGARDING CAPACITY, SUITA-
BILITY FOR USE, OR PERFORMANCE OF THE
EQUIPMENT SHALL BE OR BE DEEMED TO BE A
WARRANTY BY BURROUGHS FOR ANY PURPOSE,
NOR GIVE RISE TO ANY LIABILITY OR OBLIGA-
TION OF BURROUGHS WHATSOEVER.
(d) EXCEPT AS SPECIFICALLY PROVIDED IN THE
AGREEMENT, THERE ARE NO OTHER WARRAN-
TIES, EXPRESS OR IMPLIED. INCLUDING, BUT
NOT LIMITED TO, ANY IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PAR-
TICULAR PURPOSE.
(e) IN THE EVENT OF EMPLOYMENT BY CUSTOMER
OF ANY NON-BURROUGHS ATIACHMEl'l'T, FEA-
TURE, 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 W AR-
RANTY. THE APPRO V AL OF THE USE OF ANY
NON-BURROUGHS ATIACHMENT. FEATURE. OR
DEVICE SHALL NOT BE DEEMED TO BE A RE-
PRESENTATION. WARRANTY OR UNDERSTAND-
ING BY BURROUGHS REGARDING THAT NON-
BURROUGHS EQUIPMENT INCLUDING ITS PER-
FORMANCE IN CONJUNCTION WITH THE BUR-
ROUGHS EQUIPMENT.
. ~ \.} . ,
(al i~ :--;0 EVENT .)HALL BLi\.KOLLJhS BL LL\.LU:.
FOR LOSS OF PROFITS. INDIRECT, SPECIAL, OR
CONSEQUEITIAL DAMAGES ARISING OUT OF
ANY BREACJi OF THE AGREEMENT OR OBLIGA-
TIONS UNDER THE AGREEMENT.
(b) BURROUGHS SHALL NOT BE LIABLE FOR ANY
DAMAGES CAUSED BY DELAY IN DELIVERY. IN-
STALLATION OR FURNISHING OF THE EQUIP-
MENT OR SERVICES UNDER THE AGREEMENT.
(c) CUSTOMER shall assume full responsibility for the over-
all effectiveness and efficiency of the operating environ-
ment in which BURROUGHS equipment and software are
to function.
(d) No action arising out of any claimed breach of the Agree-
ment or transactions under the Agreement maybe brought
by either party more than two (2) years after the cause of
action has accrued.
12, TERMINATION
(a) If CUSTOMER fails to make any payment within ten (10)
days of its due date, or fails to perform any other obliga-
tions 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:
(i) with or without demand or notice to CUSTOMER (if
given. notice by mail to CUSTOMER'S address,
shown in the Agreement being sufficient) declare the
entire amount unpaid immediately due and payable:
(ii) enter the premises where the equipment is located
and remove (CUSTOMER shall assemble the equip-
ment and make it available to BURROUGHS at a
place which is reasonably convenient to both parties
and permit and assist BURROUGHS in effecting the
retaking and removal of the equipment); and
tiii) sell any or all the equipment as permitted under appli-
cable law. BURROUGHS shall apply the proceeds of
sale of the equipment to the payment of the expenses
of retaking, storing, repairing and selling the equip-
ment, 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 CUS-
TOMER.
(iv) suspend service under any BURROUGHS Mainte-
nance Agreement covering said equipment.
(b) The remedies provided herein shall be cumulative and
shall be in addition to all other remedies provided by law
or equity.
13. ASSIG:\ME:'IT
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
BlJRROUGHS obligations to CUSTOMER shall not in any
way be diminished, CUSTOMER may not assign this Agree-
ment without BURROUGHS prior written consent.
]4. SOFTWARE I
. tal All programs including system I<>ftware furnished by
BURROUGHS. and program produclsjointly developed
by BURROUGHS and CUSTOMER. shall be subject to
BURROUGHS Program Products License which is in-
corporated herein by reference. CUSTOMER shall be
responsible for determining appropriate use and limita-
tions of the program products in its operations.
(bl In the event that customer makes use of any software
programming in connection with the equipment supplied
hereunder. which is not provided by BURROUGHS.
Customer acknowledges that BURROUGHS has made no
representation or warranties with respect to any non-
BURROUGHS software, its performance on the BUR-
ROUGHS equipment. or the service to be provided with
respect to such non-BURROUGHS software. and BUR-
ROUGHS shall incur no liability to customer arising out of
the use of such non-BURROUGHS software or the fur-
nishing 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 BUR-
ROUGHS.
FORM NUMBER
CHECK
CUSTOMERS INITIAL
1906740
1912763
1906724
1900297
1906849
]5, J\lO DI FICA TIll'IS
(a) No modifi tion or amendment to this Agreement and no
waiver of a y provision shall be valid unless in writing.
signed by duly authorized representatives of the panies.
Any written order or other instrument issued by CUS-
TOMER before or after the effective date of this Agree-
ment pertaining to the equipment or services provided
under this Agreement shall be void, except as otherwise
provided in this Agreement.
(bl In the event of any changes to the preprinted Terms and
Conditions of this Agreement. the duly authorized repre-
sentative of BURROUGHS is the Regional Vice
President.
]6, APPLICABLE LAW
This Agreement shall be governed by the laws of the state in
which the equipment ordered herein is originally installed.
17, OTHER APPLICABLE AGREEME:\lS
The following BURROUGHS Agreements are by this refer-
ence incorporated in this Agreement, if so checked and ini-
tialed by CUSTOMER.
TITLE OF AGREEMENT
Agreement For Systems Services
Description of Systems Service
Program Products License and Support Agreement
Equipment Maintenance Agreement
List of Additional Equipment
..
BURROUGHS CORtORA TION
AgrF em ent fo r Equipm ent S<ll e
I
CUSTOMER,
B
Attest:
City Clerk
coun;f:Jed:
fJAc ~
~ v ~d-?' (/_ .' ?'"
Mayor- commissionery
Approved:as-To-form.-& correctness:
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, . Clt:y"" Attorney
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1.. EFF~CTIVE DInE
TI: fS ;o.gre<;)ment shall be effective on the '13ta zccepted end
execu',cp 5~1 'an authorized representative of i U R ROUGHS, and
shall continue in effect until terminated acccrding to its terms.
2, TiTLE
Title to the equipment shall vest in CUSTO:l.~ER upon shipment of
':he equipment to CUSTOMER. ::::2"1~!-:.~cj"'":~L"'t~~.z
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B
City_
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, un.ion 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 time scheduled for delivery. It shall be
CUSTOMER'S responsibility to maintain environmental con-
ditions meeting BURROUGHS specifications.
(c) The CUSTOMEFL shall provide adequate working space
Within reasonable distance of the equipment" for use of
BURROUGHS personnel.
(d) BU R ROUGHS shall deliver and, install the equipment as
soon as reasonably possible.
4. DESTINATION AREA TRANS?ORTATION
BUR~OUGHS will arrange for transportation and drayage to the
premises at which the equipment is to be located, and CUSTOME R
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
ins1allation s.ite 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 i payment, if required, 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. ct")=:~-it~g.~~~
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B
City
6. ADDITIONS
CUSTOtv1 E R 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 i,ssuance of a written order
by CUSTOMER, sub'ject to 2cceptan.:;e by BURROUGHS. Prices
shell b€ 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, arid all' ter"rTls an'(j cond~tions of the written' order shall be
void u;:tless agreed'to in a separate writing by BURROUGHS.
-7. TAXES ~'
CUSTOMER S113!1 ~I'I BURROUGHS any tax (except t:;X:::3~:::: cn
net income) on the, c;reemznt, cn or measured by the pr:cs3, c'd,:r
charges, the ec;ui/Jm:mt, program products, or ser.ices furnished, cO'
their use, however ~esignoted, levied or based ..\'~3n8ver
aURROUGHS must py ~nd/or collect the tax from CUSTOr.:ER
c:::r.ording to 2IJPliczble law, (lS interpreted by thede;;::rtmontal
authorities of the taxing unit. It shall be CUSTOMER'S sole obliga-
tion after pavmentto 8URROUGHS to chzllenge the applicability
of any tax. ~lfT~:"7?~NP~~~~~-~-.:'~~'~T~..tzI"~'1rti~
r.-"-~ ,-,~~~~~tl~E..:~-m~~,TJ-12~:t;Ea,.
13 Ci ty. -
8, RIS:< O'F LOSS OR DA~'rAGt - ---
CUSTOMER shall assume full risk of loss or damage to the equip-
me;i 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 goed 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
(ii) procure and maintain fire, extended coverage, vandalism
and malicious misch ief insurance to the full insurance value
of the equipment, withloss.payable to BURROUGHS and
CUSTOMER as their interests shall appear.
9. PATENT INDE:\1NITY
(a) BURROUGHS shall defend or settle any suit or proceeding
brought against CUSTOMER based on a claim that any equip-
ment made to BUR ROUGHS design constitutes an infringement
of any existing United States patent, provided BURROUGHS is
notified promptly in writing and is given complete authority
and information required for the defense, and BURROUGHS
shall pay all damages and costs awarded therein against
CUSTOMER, but shall not be 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 in;ringeinent,
BURROUGHS may at its option and expense procure for
CUSTOMER 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 procureror
CUSTOMER the right to continue using it, BURROUGHS will
remove the equipment and refund to CUSTOMER the amount
.p'aid in excess of a reasonable rental for past use. .
(c) BU R ROUGHS 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 byCUSTOME R.
(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 norma: use and ~ervice.
Written notice and an explanation of circumst2nces 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 eventof
defect is expressly limited to the correction of the defect by adjust.
ment, 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 expendable.
, <
NO' r.epn~sentation' or other affirmation of facl~ including but not
limited, to'-'stil~ements.re:9ardin,g capacity, sui bility for use, or
performance of the' equ Ipment shall be or De deemed to be a
warranty by BU R ROUGHS for any purpose, nor give rise to any
liability or obligation, of BU R ROUGHS'whatsoever.
EXCEPT AS SPECIFICALLY PROVIDED Ir~ 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.
BURROLJGHS 3tt8chment, feature, or device on the eguipment, or
any part thereof, furnished by BURROUGHS hereunder, which has
not been approved in writing by BURROUGHS, BURROUGHS
shall not be liable under this warranty. The approval of the use of
any non-BURROUGHS attachment, feature, or device shall not be
deemed to be a representation, warranty or understanding by
BURROUGHS regarding that non.BURROUGHS equipment in-
cluding its performance in conjunction with the BURROUGHS
equipment.
11. LIMITATION OF LIABILITY
IN NO EVENT SHALL BURROUGHS BE LIABLE FOR LOSS.
OF PROFITS, INDIRECT, SPECIAL, OR CONSEQUENTIAL'
DAMAGES ARISING OuT OF ANY BREACH OF THE AGREE-
MENT OR OBLIGATIONS UNDER THE AGREEMENT.
BURROUGHS SHALL NOT BE LIABLE FOR ANY DAMAGES
CAUSED BY DELAY IN DELIVERY, INSTALLATION OR FUR-
NISHING OF THE EQUIPMENT OR SERVICES UNDER THE
AGREEMENT.
CUSTOMER shall assume full responsibility for the overall
effectiveness and efficiency of the operating environment in which
BURROUGHS equipment and software are to function.
No action arising out of any claimed breach of the Agreement or
transactions under the Agreement may be brought by either party
more than two (2) years after the cause of action has accrued.
12. TERMINATION
If CUSTOME R fai Is 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 fult of the balance of the List
Price and all other amounts payable hereunder, BUR R OUG HS
may:
FORM NUMBER
CUSTOMER'S INITIALS
1906849
1906781
1906724
1906773
(a) with or wit'lout demand or notice to CUSTOME R (if given,
notice by mail ~ CUSTOME R'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
BU R R OU G HS in effecting the retaki ng 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 Qfretaking, 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
(al BURROUGHS may assign this Agreement and convey its
interest if1 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 BU R ROUGHS prior written consent.
(b) All programs including system software furnished by BUR-
ROUGHS, including program products jointly developed by
BUR ROUGHS 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 represeritatives of the parties. Any written
order or other instrument issued by CUSTOMER before or after
the effective. date of this Agreement pertaining to tile equip-
ment or services provided under this Agreement shall be void,
except a~ otheflNise provided in this Agreement.
(e) The laws of the State of Michigan shall gove'rn this,c.,gree-
ment.
14. OTHER APPLICABLE AGREEMENTS
The following BURROUGHS agreements are by this reference
incorporated in this Agreement.
TITLE OF AGREEMENT
List of Additional Equipment
Governm$ntal .Addendum
Program Products License and
Service Agreement
Add! t; on~1 TE;lT.'~s 8n0 Condi t:i. O!1 S