161-Burroughs Corp., Computer Contracts
.I~'
C\\\\ 0\ sa3~!.~,:d. FIOtidq
Commission~manager Plan
July 2, 1982
WARREN E. KNOWLES
CITY MANAGER
305/322-3161
p. O. BOX 1778
300 NORTH PARK AVENUE
Mr. Ed Bauer
Branch Manager
Burroughs Corporation
Central Florida Branch
Post Office Box 1330
Winter Park, Florida
Office
32789
Re: Purchase MT 355
Dear Mr. Bauer:
Enclosed is the City of Sanford purchase order plus your
purchase agreement form signed. That should be sufficient to
allow a long standing customer of Burroughs and a customer who
has used Burroughs equipment for over twenty years, such as the
City of Sanford, the privilege of completing a purchase of an
MT 355 validator ordered on December 28,1981 and not yet delivered.
Mr. Bauer, you are running a "mickey mouse" type operation
that is beneath the dignity and quality of a firm of Burrough's
statute. You do more destruction in six months with poor customer
relations than your former area managers could build in six years.
I congratulate you on succeeding in staying with Burroughs this
long with this talent.
Very truly yours,
. CI;~~)mD ~
{/(/~-:/t;1CIL,if:
W.E. Knowles
City Manager
WEK/mjh
Enclosures
cc:
Mr. Paul Stern, President
Burroughs Corporation
P.O. Box. 418
Detroit, Michigan 48232
HThe Friendly City"
CITY OF SANFORD, FLORIDA
OFFICE OF
PURCHASI AGENT
ORIGINAL COpy
PURCHASE ORDER
THIS COpy TO VENDOR
TO
Burroughs Corp.
P. O. Box 1330
Winter Park, FL 32789
FLORIDA SALES TAX EXEMPTION NO. 04.000'5-1 I-58
DESCRIPTION
MAKE INVOICE IN DUPLICATE: SEND ONE COpy
WITH GOODS AND MAIL OTHER TO PURCHASING
AGENT. PLACE ORDER NUMBER ON INVOICES.
NT 355 Val i dator ACCEPTED BY BURROUGFt~
, [.U3JECT TO QUAL\I"YINO
TP ] 29 Keyboard _ ~_ ". 3- 3c-~,;L
MT300AC2 TT]OO AC2LcoMp~~~~~ prog am
XCO] 5 TDI d~~!o~r' ,~,:,
13urr~ Co or fOU\~
13Y:~~~ ,-
Ti tIe: VIt.F PRFSlDHH &.. GENERAL lANAGER
Date: APR 1 1982 .
Delivery & Set Up
* MT 355 pricing is $3,786.00,
the remaining $56.00 is for
the estimated delivery charge< .
~~
DE"
N~4379
DATE ISSUED
12-28-81
A SAP
Mack LaZenby
03535
DATE WANTED
REQUISITIONER
REQ'N No.
ApPROPRIATION ITEM 2-45-10646-3
DELIVERY INSTRUCTIONS
SEND To
AT
NOT REQUIRED
VIA
TERMS
CODE
v
QUANTITY
AND UNIT
PRICE
AMOUNT
OF ESTIMATE
1
$3,842.00
~P
FULL DISCOUNT MUST BE ALLOWED IF PAID WITHIN 15 DAYS FROM RECEIPT OF MATERIAL
OTHER CONDITIONS-READ CAREFULLY
1 Please acknowledge receipt of this order by return mail
! Make invoice in duplicate; send one with goods and mail the other to
the Purchasing Agent.
:l Each shipment should be co,.ered by a separate invoice.
4 The right is reserved to cancel this order if it is not filled \\;thin the
contract time.
S The conditions or this order are not to be modified by aIlY verbal
understanding.
Cl Charges ror boxing and cartage will not be allo...-ed unless previously
agreed upon.
7 Ir the price is staled in the order, material must not be billed at a higher
price.
8 Acceptance of this order includes llCCeptance or all tenDs, prices, delivery
instrudions. specifications and conditions stated.
II IMPORTANT: In,;oicu and pa.ckagu mu.rt bear thi3 OnDER ~~1BER.
Lippincott's Ink Spot 5M-2-75
THERE IS A BALANCE TO CREDIT OF PROPER
APPROPRIATION OR FUND TO MEET THE EX-
PENDITURE COVERED BY THIS PURCHASE.
ACCOUNTANT
By
/ 1/j;)l'""OHU;;;O'~
[{((PM C{._ (7-,
w. E. Knowl es,' City Manager
6D ri\1I
Burroughs Corporation ~
BUSINESS MACHINES GROUP
AGREEMENT FOR EQUIPMENT SALE
CUSTOMER
CITY OF SANFORD, FLORIDA
City Hall,
(Number)
Sanford
(City)
(Firm Name)
300 N. Park Avenue (PO Box 1778)
(Street)
Florida
(State)
32771
(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
DESCRIPTION
QUANTITY
UNIT LIST
PRICE
TOTAL LIST
PRICE
1.
MT355 Validation Journal
One (1)
$ 3,065.00
$ 3,065.00
2.
TP129 Keyboard
One (1)
600.00
600.00
3.
MT300AC2 TT100 AC2
Compatible Program
One (1)
100.00
100.00
4.
XC015 TDI Connector
One (1)
21.00
21.00
5.
Delivery & Set Up
One (1)
56.00
56~OO
CASH SALE
Amount
Due:
(a) Grand Total list Price. .. . . . .... '" ... . ... . . .. . .. . . . . .. . ... . .. .... ... . $ 3,842.00
(b) Less Credits:
Cash upon execution ......................... $ 3,842.00
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. $
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. $
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. $
(c) Balance of list Price after Credits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. $ .00
(d) Plus Applicable Taxes in accordance with Section 7.
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 proposal..
Title
CUSTOMER BY ITS SIGNATURE ACKNOWLEDGES THAT IT
HAS READ THIS AGREEMENT, UNDERSTANDS IT AND
AG~EES TO ALL ITS TERMS AND CONDITIONS.
/CI~ OF SANFORD' FLORIDA
By~//Uf~(,~~ ~fC//'~
W. E. KnOW1e:8Jthorize'd Signature
Ci ty Manager
Title
July 2, 1982
Date
1910049 (Rev, 2/801
~CCEPTED:
~ urroughs Corporation
Iy
Authorized Signature
DatE
1. EffECTIVE DATE
This Agreement shall be effective on the udte accepted and
executed by an authorized representative of BURROUGHS, 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 CUSTOME R'S signature on the basis of this security
agreement where allowed by law.
3. INSTAllATION
(a) The initial installation will be performed by BURROUGHS
during BURROUGHS normal working hours at no additional
charge, If installation or removal of the equipment by
BURROUGHS is precluded by local law, union agreement or
otherwise. BU R ROUGHS 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
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 CUSTOME R 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 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 CUSTOM E R'S premises cannot be made
with equipment normally employed by the equipment carrier, any
costs for special riggi ng (including the cost of insurance) shall be
paid by CUSTOM E R.
5. PAYMENT TERMS
The balance of the List Price and Other Charges shall be due upon
shipment of the equipment to CUSTOME R. Payment shall be
made by CUSTOMER no later than ten (10) days after receipt of
invoice, CUSTOM E R shall pay a late payment charge computed at
the rate of one and one-half (1 1/2%) 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 componentls) for its systemls)
as initially listed on toe face page or order additional systemls).
These additions may be effected by the issuance of a written order
by CUSTOMER, subject to acceptance by BURROUGHS. Prices
shall be those in effect when the order is placed, and the order shall
refer to and be subject to the terms and conditions of this Agree,
ment, and all terms and conditions of the written order shall be
void unless agreed to in a separate writing by BURROUGHS.
7. TAXES
CUSTOM E R shall pay BU R ROUGHS any tax (except tax based on
net income) Qn the Agreement, on or measured by tire prices, othe'r
charges. the equipment. program products, or services furnished, or
BURROUGHS m pay and/or collect the tax from CUSTOMER
accordi ng to app., _dble law, as interpreted by the departmental
authorities of the taxing unit. It shall be CUSTOME R'S sole obliga'
tion after payment to BURROUGHS to challenge the applicability
of any tax. Any personal property taxes assessable on the equip-
ment after shipment shall be borne by CUSTOMER.
8. RISK OF lOSS OR DAMAGE
CUSTOM E R 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 o'f BURROUGHS; permit inspec,
tion 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 CUSTOME R based on a claim that any equip-
ment made to BURROUGHS design constitutes an infringement
of any existing United States patent, provided BURROUGHS is
notified promptly in writing and is given complete authority
and information required for the defense, and BURROUGHS
shall pay all damages and costs awarded therein against
CUSTOM E R, but shall not be responsible rfor 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,
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 procure for
CUSTOMER the right to continue using it. BURROUGHS will
remove the equipment and refund to CUSTOME R the amount
paid 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 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; lb) 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 shaU be free from defects in material and
workmanship under normal use and service.
Written notice and an explanation of circumstances concerning any
claim that the equipment has proved defective in material or work.
manship shall be given promptly by 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 representation or other affirmation of fact, including but not
limited to statements regarding capacity. suitability for use, or
WilrT anty by [j U H HUUG HS for any pur pose, nor give rise to any
liability or obligation of BURROUGHS whatsoever.
E^~fPT'A5 SPECIFICALLY PROVIDED IN' c: AGREEMENT,
THERe A~E NO OTHER WARRANTI.. , 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 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 BUR ROUGHS
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 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, BU R ROUGHS
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
BUR ROUGHS 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 applicabl~
law. BURROUGHS shall apply the proceeds of sale of the
equipment to t' 'Jayment of the expenses of retaking, storing,
repairing and:. ng 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.' CUSTOME R may not assign this Agreement
without BURROUGHS prior written consent.
(b) All programs including system software furnished by BUR-
ROUGHS. including program products jointly developed by
BUR ROUGHS and CUSTOMER. ~hall 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 BUR ROUGHS,
CUSTOMER acknowledges that BURROUGHS has made no
representation or warranties with respect to any
non-BURROUGHS software. its performance on the
BURROUGHS equipment. or the service to be provided with
respect to such non-BU R ROUGHS software, and BU R ROUGHS
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 BURROUGH&
(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
-------------
-------- ,
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AGREEMENT ADDENDUM
Cit of Sanford
eQUIPMENT LOCATION
MI-METRO I
Mil-METRO II
O-OUTSIDE METRO
CFDPFE
PLAN
I~GE 1
~_ _L__
CHARGES PER
BASIC ~X-;ENDED-
PERIOD I' -PERIOD
-------+----- ----.."----
CUSTOMER
BURROUGHS BRANCH
CHEC~E
o
o
MODEL
OR
SERIES
SERIAL
NUMBER
SALE
DATE
DESCRIPTION
B9484-5
1411307081
205 Disk Pack
146.40
Tax Exempt
L___
Days of the Week Covered ~nd8Y through Fri clAY
Daily Basic Period Coverage: Hours from OROO to ----1.600
· Dai Iy Extended Period Coverage: Hours from to
· Daily Iixtended Hours must be consecutive to and continuous with Basic Period Coverage.
Effective Date 4/1/ . 19 82
Total Basi c Charge Total Extended
Charge
s s
s 146.40
If any portion of the daily basic eight (8) hour period is before 8:00 a.m. or after S:OO p.m. and/or for other than Monday through Friday, the
added applicable charges will be incorporated in and become part of the Basic Period Charges above. Except as herein above provided the
MAINTENANCE AGREEMENT shall apply as written.
Annual in Advance 0
Other IX]
(Sped fy)
Copies of invoice required
Burroughs Corporation m
BUSINESS MACHINES GROUP
BILLING INFORMATION
Monthly in Advance
NAME City of Sanford
ADDRESS~J~Y Hall - N. Park Avenue
CITY SanfordL, STATEF ZIP 32771
BY i~~0 (/:r/ t_ ,:;:) DATE -57~~~ ~
BRANCH CFDPFE
116/018~ATE ;-~J;Y~
, - ~-
BY __
-)L.,_~~.n<==::;:Xx=::::::>lx:===)f)c==~'oc:==~.(K::=::::::>(K:::::::>rK::=::::::>(~K::=::::::>(K::=::::::>(~ 1c::::=::>!=1.
n Burroughs Corporation ~~~~enr~e 0309-7979
U . EQUIPMENT MAINTENANCE AGREEMENT
~ WITH THE OBJECTIVE OF KEEPING YOUR BURROUGHS EQUIPMENT IN SATISFACTORY AND EFFICIENT OPERATION, BUR- ~
ROUGHS CORPORATION AGREES TO FURNISH MAINTENANCE SERVICE ON CUSTOMERS SITE ON THE EQUIPMENT LISTED ON
THE EQUIPMENT MAINTENANCE AGREEMENT ADDENDUM,INCORPORATED HEREIN AND MADE PART HEREOF, IN ACCORDANCE
~ WITH THE FOLLOWING PROVISIONS: ~
a. PREVENTIVE MAINTENANCE AND f. OTHER SERVICES
ENGINEERING CHANGES (I) When. in the opinion of BURROUGHS. rework or shop service is neces.
~ BURROUGHS shall install mandatory and optional engineering changes and sary. it will be provided in accordance with policies and rates then currently ~
provide preventive maintenance and parts to maintain equipment in good in effect. based on the age of'he equipJTIent from the initial sale date and the
operating condition. as determined by BURROUGHS. This service will be number of hours of t~e day and days of the week used,
provided during such hours between 0700 and 2400. Mondays through Fridays. (2) In addition to the maintenance provided herein. BURROUGHS offers
~ excluding BURROUGHS recognized holidays. as are within the Remedial other maintenance. under separate agreements at applicable charges, ~
Maintenance hours identified in the EQUJPMENT MAINTENANCE CUSTOMER mav contract with BURROUGHS for such additional cover,
AGREEMENT ADDENDUM, Such addendum may be amended by mutual ages or services. ~s available. under wrillen agreements, CUSTOMER and
agreement With thirty days notice of a requested change. CUSTOMER will BURROUGHS agree that such additional services cannot be the subject of.
~ allow BURROUGHS full access to 'he equipment to provide the necessary and will not be provided by. an oral agreement. ~
maintenance. subject to CUSTOMER's industrial security rules,
g, CHARGES
b, REMEDIAL MAINTENANCE (I) CUSTOMER agrees to pay maintenance charges upon submission by
~ (I) BURROUGHS II>'ill provide remedial maintenance. as required. during the BURROUGHS ofa correct invoice therefor. Invoices shall be submitted on ~
days of the week and hours of the days identified in the EQUIPMENT or about the first day of each perioJ for which services are to be provided
MAINTENANCE AGREEMENT ADDENDUM, All components located Maintenance agreement rates are subject to change after the first billing. to
at the same site and interconnected by BURROUGHS' signal and power those then in effect at the time of each subsequent billing,
~ cables. or their equivalent. are required to be subject to the same designated (2) This Agreement may be suspended by BURROUGHS. without notice. if ~
Remedial Maintenance hours identified in the EQUIPMENT MAINTE. payment is 30 days in arrears. or terminated by BURROUGHS. withoul
NANCE AGREEMENT ADDENDUM, If additional machines or compo, notice if payment is 90 days in arrears, This Agreement may be terminated
nents are added to the equipment listed on the Addendum and are to be by either party at the end of any calendar month provided wrilleh notice of
maintained hereunder. such additions will be accepted by BURROUGHS termination is given to the other party at least ninety (9()) days prior to the
~ at the then current maintenance agreement rates, date of termination, ~
(2) If CUSTOMER requests remedial maintenance outside of the Remedial (3) Any applicable tax will be added to other charges specified,
Maintenance hours identified in the EQUIPMENT MAINTENANCE
AGREEMENT ADDENDUM. BURROUGHS shall provide same, sub. h. GENERAL PROVISIONS
~ ject to the availability of field engineers. at its hourly rates then in effect. ~
Travel time to and from CUSTOMER's premises will be included in these (I I BURROUGHS machines purchased from BURROUGHS subsequent to
charges, the execution of this agreement will be automatically included in this
agreement at the then applicable current rates upon expiration of its
131 Whenever equipment is regularly used outside of the basic eight (81 hour maintenance period under the sale agreement. if any. unless CUSTOMER
~ period CUSTOMER agrees to purchase coverage. via the EQUIPMENT requests otherwise, The first invoice for maintenance for each machine ~
MA'''ITENANCE AGREEMENT ADDENDUM. for such "extended use under this agreement will serve as confirmation that the machine is so
period" at rates and policies then in effect. Remedial maintenance will then included,
be provided at no additional cost during agreed upon "extended use
~ period" coverage (excluding BURROUGHS recognized holidays), Once (21 The equipment must be in good operating condition on the effective date of ~
established. an "extended use period" shall continue for a minimum of this agreement.
three (31 months, (3) Environmental conditions. electrical requirements and site facilities are to
(41 Parts necessary to insure proper functioning of the equipment will be be in accordance with BURROUGHS installation recommendations and
~ furnished at no additional cost. excluding the parts cost of Series RE specifications, ~
platens. print elements and motors, 141 BURROUGHS is not obligated under the terms of this Agreement to repair
(51 Parts replaced under Remedial or Preventive Maintenance hecome the damage to equipment caused either directly or indirectly as a result 0111)
property of BURROUGHS, nuclear radiat"", or radioactive contamination arising out of the use by
CU STOMER of radll)active material: (21 accident, negligence. or abuse. of
~ c. ATTACHMENTS or by CUSTOMER or third parties: (3) failure of CUSTOMER to maintain ~
required environmental conditions: (4) causes external to the system such
CUSTOMER agrees not to employ additional attachments. features. or devices as eleclnc power fiuctuation or failures: (5) fire. windstorm, the elements.
to the equipment. make alterations to the equipment. or permit the maintenance or acts of God: (n) attachment of nonBU RROUGHS equipment or features
~ of the equipment by other than BURROUGHS' personnel without the wntten to the equipment by CUSTOMER or third panies, Such repair will he ~
consent of BURROUGHS, BURROUGHS shall not be liable for 10" or dam, rendered onlv upon specific order by CUSTOMER, and after approval b)
age to CUSTOMER resulting therefrom. and CUSTOMER shall be liable to CUSTOMER of the estimated charges therefor.
BURROUGHS for any damage orrepair costs incurred by BURROUGHS as a
consequence thereof. (5) This agreement shall be effective on the date accepted and executed b\ an
~ authorized representative of BURROUGHS and IS not transferable without ~
d, FIELD ENGINEERING SPACE the consent of BURROUGHS. and shall remain in effect until terminated as
herein provided,
CUSTOMER will provide adequate working space within reasonable distance
~of the equipment for use of BURROUGHS field engineering personnel and 161 IN NO EVENT SHALL BURROUGHS BE LIABLE FOR LOSS OF
~ facililie" for storage and safekeeping of test equipment and spare parts, PROFITS, INDIRECT, SPECIAL. CONSEQUENTI-\L OR OTHER ~
SIMILAR DAMAGES ARISING OUT OF ANY BREACH OF THIS
e, SUPPLIES AGREEMENT OR OBLIGATION UNDER THIS AGREEMENT,
1 II Equipment maintenance charges do not include the furnishing of supplies (7) BURROUGHS SHALL NOT BE LIABLE FOR ANY DAMAGES
~ (such as ribbons. cards, paper tape. paper forms. or magnetic tape) Only CAUSED BY DELA Y IN FURNISHING OF MAINTENANCE SERY, ~
supplies which meet BURROUGHS specifications shall be used when the ICES UNDER THIS AGREEMENT,
performance or maintenance of the equipment may be affected, CUSTOMER:
(2) Ribbons supplied hy BURROUGHS at established prices will be installed
~ free of charge when other service work is being rendered, An appropriate Name: _ _..city --.o.f'.--5anf'-a.rd ~
charge will be made if a special trip is required,
ACCEPTED Address: -----Ci~-N-.----Eark..Ave _ _ __ .
BURROUGHS CORPORATION: /' ~
~ Business Machines Group Cily:;t_'ni..9~d.(/- _, ~-:!:_s, e:Fla_zip:..32.171 ~
'/"-' --- 7/;.1
B h' CFDPFE 116-01~ By_/' -7'j.l,7U-=,~if-:~.1Lr.L~_{,? Dale l~cIJ-f
~ B:~Y~ ~/1;J .-~TJL- IN ---J- Date:2-ji_~ Title: -L -~ ~-7' '7 J il~ J{ ..';., f~ 1 ~
lJfnQlneerit t:~~.~ ~.
, 900297 (REV 4;80)
~ K::=::::::>(K::=::::::>(~~
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---
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Burrough. ~. w
.c........,... .OR"". 'II' ---' ~.-.
(
EQUIPMENT MAINTENANCE AGREEMENT ADDENDUM
REFERENCE NUMBER,
CUSTOMER BURROUGHS BRANCH
EQUIPMENT LOCATION CHECK ONE MODEL PLAN
MI-METRO I 0 SERIAL SALE
Mil-METRO II 0 OR NUMBER DATE DESCRIPTION BASIC .EXTENDED
O-OUTSIDE METRO 0 SERIES PERIOD PERIOD
B1955 System ( Include items 648.00
1 thru 10)
1 . B1955 10338181 Processor
2. B1155-262 103381836 262 KB Mem
3. B1155-262 103381844 262 KB Mem
4. B9484-5 195975780 130 MB 206 Pack
5. B9246-6 303216840 650 LPM Printer
6. B1352 8 'Line MLC
7. B9348-51 180617896 ODT
8. B1348-52 Cons. Control
9. B1486-1 Disk Pack Ctrl
10. B1249 Printer Ctrl
B9499-37 101540284 ' Mag Tape MEC 40.32
B9495-7 101093649 Mag Tape Unit 133.20
Bl058 103381828 Exp Cabinet 98.76
B1650-7 Dir Conn Adpt 29.16
B1650-7 Dir Conn Adpt 29. 16
B1650-7 Async Adpt 29.16
B1495-32 I Mag Tape Ctrl 26.52
NON-T LE
REMEDIAL MAINTENANCE COVERAGE
Days of the Week Covered Monday thru Friday
Daily Basic a-Hour Period: Hours from 0800
. Doily Extee,ded Period: Hours from
(excluding Burroughs recognized holidays)
to 1 600
Total Basic Charge Total Extended
Charge
to
s 1 005. 1 2 S
Combined Charges
· Doily Extended Hours must be consecutive to and continuous with Basic Period Coverage.
Effective Date 3-1 , 19 1il.
s 1 005. 1 2
If any portion of the daily basic eight (8) hour period is before 8,00 a.m. or after 5;00 p.m. and/or for other than Monday through Friday, the added applicable
charges will be incorporated in and become port of the Basic Period Charges above. Except as herein above provided the EQUIPMENT MAINTENANCE
AGREEMENT shall apply os written,
BILLING INFORMATION '
Annual in Advance 0
Other
(Specify)
Ii] Copies of invoice required
Monthly in Advance
Burroughs Corporation
BUSINESS MACHINES GROUP
m
CUSTOMER:
N~E City of Sanford
ADDRESS City Hall - N. Park Ave
CITY Sanf'CTT'd ,.-sT1E Fl A ZIP 32771
BY ,// ;::; -:// ~/d:---~'J~/;_ (.r)AT~ 7/-'C~7
Accepted:
'\
/""'\
CFDPFF.
/\ /I
BRANCH
FROM:
, \..J..-- \
'<"1 111 ."--rvC--r~
(~ (
, '1Y\~
Flunce [)cpt. '~
I
CITY OF SA
NFORD. FLORIDA
--;:)./ ~ - g ~
DATE:
. <0f{i:i dW.emo'Landum
TO:
SUBJECT:
(f~-
~ ~ {N ~~~C-'- (~ Tf~ ~~
fjJ ~. 4 'r /.~ qC' 15~ ~Y.-
'1I"\~~('-,c--' Ck~ , ,;zf~ ~o.lJ 0...' ~o~o C-Lr>2~"~ v{i-
~
Burroughs Corporation ~
BUSINESS MACHINES GROUP I NVOI CE
:~ \::'-. ...,.:.~~ L ~'~Siior.' l..t<O~:: "!~s
":RL~S.:.CI;'::~ c:;.,r;iAC:" vC;,;M LOC:< 5;;;.!.~:h :..:
~ l..G~
1 OF 2
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1
3
2
"
CENTRAL iLORIDA COML
1011 WYMORE ROAD
WINTER PARK FL 32790
PHONE 305-628-2343
CITY OF *SANFORD
CITY HALL
N PA,RK AVE
SANFORD FL 32771
054-0234
REt.ri' AN:::E A.DDRES~
INSTALLMENT CONTRACT
REFER TO SCHEDULE BELOW
i Burroughs Corporation
I POBOX 019025
MIAMI FL 33101
i PURCHASE ORDER NO.
I
INIiOICE DATE : CUSTOMER NUMBER!
10/24/8~ 6184931 i
j
i
!
ORDER DATE
MACHINE
LOCATION
CITY OF *SANFORD
CITY HALL N PARK
SANFORD
- --- --, ----- -7 '
\
INVOICE NUMBER [I __;OT~___
3 7 541 3 8 -1 0 0 $18 , 315 . 3 6 ___
I
S,RIAL NUMBER i
------r' 'C-- --,- -- --- ---- .. ,-
TOTAL PRICE
__,__, lQ,1 /14;' 81
DESCR!Pi 101\:
S1 YLE NUMBER
(:
3097979
AVE
FL
32771
COMPUTER SYSTEM
130MB 206DPD
B 1955-SYS SYSTEM # 22658637
B0009484- 51 140904483
$15000.00
TOTAL INVOICE GROSS AMOUNT
$15000.00
PLUS: FINANCE CHARGE
$3315.36
TOTAL INVOICE AMOUNT
$18,315.36
DEFERRED BALANCE OF
INSTALLMENT RATE OF
FINAL PAYMENT OF
$18315.36 PAYABLE IN 84 CONSECUTIVE MONTHLY INSTALLMENTS
$218.04 PER MONTH BEGINNING 12/01/81
$218.04
"-
IMPORTANT
- TO RECEIVE PROPER CREDIT RETURN THIS REMITTANCE FORM WITH PAYMENT.
REMITTANCE ADDRESS
BURROUGHS CORPORATION
POBOX 019025
MIAMI FL 33101
CUSTOMER NAME
CITY OF *SANFORD
CITY HALL
N PARK AVE
SANFORD
FL 32771
INSTALLMENT CONTRACT
BRANCH
0234
DISTRICT ORDER # CUSTOMER PURCHASE ORDER #
054 . 00003754138
cnSTOMER NUMBER
6184931
I INVOICE NUMBER INVOICE TOTAL INVOICE DATE I' AMOUNT PAID
j 3754138-100 $18,315.36 1 10/24/81
~ 1 ~
BMG GROUP DATA CENTER
024001
PBS Remittance
FMM FOR~z 1912078
80014
Burroughs Corporation ::D
. . BUSiNESS MACHiNES GROUF I NVO ICE
..
CITY OF *SANFORD
CITY HALL
N PARK AVE
SANFORD FL 32771
INSTALLMENT CONTRACT
REFER TO SCHEDULE BELOW
!~ Yc.~; ri':.'E :.. C.!:::~i:Of. ;'88Li'" ....1-< S
lR.!...\S.;.:'-::C"~ C8~~T:"C: "'[',iF lCC~. BR":'''+C"H ';:1
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CENTRAL FLORIDA COML
1011 WYMORE ROAD
~ WINTER PARK FL 32790
PHONE 305-628-2343
C
1
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3
054-0234
R~MPTT ;.NeE l.,DDRESS
! Burroughs Corporation
!
I POBOX 019025
i MIAMI
----:
I
I
I
i
FL _3310l~
~'-~DER DATE I PURCHASE ORDER No.1 INVOICE DATE 1 CUSTOMER NUMBER i !NVOICE NUMeER
TOTAL
I 01/14/81
DESCRIPTION STYLE NUMBER
10/24/81 6184931
SERIAL NUMBER
TOTAL PRICE
*0234 1 70835 27 08
120*01*0052716123
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RM~ ~ROUP DATA CFNTFR
024002
PBS Remittance
3754138-100
$18,315.36
,
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FMM FORM- 1912078
80014
rr
I
CUSTOMER
Burl. ,ugh!!;> Corporation m
BUSINESS MACHINES GROUP
AGREEMENT FOR EQUIPMENT SALE
(Installment Sale)
City of' Sanford
(Firm Name)
City Hall - Park Ave.
(Number)
Sanford
(City)
(Street)
32771
F1ori.da
(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.
1.
Amount
Due:
MODEL AND
DESCR IPTION
UNIT LIST
PRICE
$104,000.00
TOTAL LIST
PRICE
$104,000.00
QUANTITY
B1955 Inc1udesI 1
(1) Contral Pro(:E'ssor (B1.955CPO
(2) 262KB Memory(Ul15S-262)
(1) Disk Pack (B9484)
11) Pack Control (B1486-1)
11 Display (l393}48-S.2)
1 Display Control ~B1348-52)
(1 650 LPM Print~r ~B9246-6)
(1 Pr:tntf'r Con1;rol \1312!~j)
(1 8 Linl~ Multi.-LinH Control (B1352)
--t- 7/,7/' ,,'
.'~ 'l,....)
. . / i). (,' :, f~ L/ '''i
'j/.:.'
v ;:'.
,I ;,'
~
J (cc -
) -~ c
,//1 'I
/
}/. 1'1";-' '7:< '-I-
(a) Grand Total List Price. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..$ 175,711.00
(b) Plus Applicable Taxes in accordance with Section 7 $
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$
................ ....... .... .... ...$
(c) Less Credits:
Cash upon execution (Down-Payment) . . . . . $
Other .SP~.c.i,.a,..J.. Al:.~9~.~~~~. . . . . . $ 16,285.00
Other'J;~.~.~~::J::P'<'~~'? ;l.9Qt?71.:n . . $ 34,000.00
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(d) Balance of List Price after Credits .......... ... . . . . . . . . '6' . . . . . . . . $
(e) PlusFinanceCharge ....................$ 27,721.9
(f) Total Deferred Balance ........................................$
(g) Deferred Balance to be paid in 84 Consecutive
Monthly Installments of $ 1,823.19 Y" and a Final Monthly
Installment of $ N/ A ,payable in accordance
witn Section 5.
(h) Plus Contract Processing Charge ..................................$
125,426.00
153,147.96
5.25
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.
CUSTOMER BY ITS SIGNATURE ACKNOWLEDGES THAT IT
HAS READ THIS AGREEMENT, UNDERSTANDS IT AND
AGREES TO ALL ITS TERMS AND CONDITIONS.
ACCEPTED:, ,/
Bunough, /ff A:; ~
By ~ ! '
By
Sanford
C~cne
\.~ ;' ',(
Authorized ignature
City Manager
~-'-71o 1/(
Authorized Signature
REG:ON,<\L ~r/} ~j\Gr::R
SOUTHEASl1!~N REGION
D7J1. .1;11 n OA,
. r l 0 ".\5 \
Title
~&. /'7 [:0
Date' ,
1910221 5/79
1. EFFECTIVE DATE
This Agreement shall be effective on the date accepted and exe-
cuted by an authorized representative of BURROUGHS, 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,
arty 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 bal ance 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 (1 V2%) 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 co,.,rlitions of this. Agree- .
ment, and all terms and conditions of the WI . 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 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, 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, rep?;' or replacement, at BURROUGHS election and
sole expense, € )t that there shall be no obligation to replace or
repair items whicn by their nature are expendable.
r
N0 representation or ot;le~ affirmation of fact, including but not limited to
statement" regarding capacity, suitability for u~r ')r performance of the
equipment shall be or be deemed to be a warra ~y 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 paymel1t 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
1"06740
1'}o684')
MKTG 368.5-11
1006724
available to BURROUGHS at a place which is reasonably
convenient tr "'oth parties and to permit and to assist BUR-
ROUGHS ir ."acting 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
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, 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.
(e) The laws ofthe State of Michigan shall govern this Agreement.
14. OTHER APPLICABLE AGREEMENTS
The following BURROUGHS agreements are by this reference
incorporated in this Agreement.
TITLE OF AGREEMENT
Agree.eat Eor SY8t~m$ S~rv1ce.
Lt.,t of Addit.iona1 ,Euipe"nt
Gov. Ad(1fmdunl
pp Lic~ns~ and Serv1c~ AgreQment
Burroughs Corporation
m
BUSINESS MACHINES GROUP
Governmental Addendum
ADDENDUM TO AGREEMENT
FOR EQUIPMENT LEASE AND MAINTENANCE
and/or AGREEMENT FOR EQUIPMENT SALE
(INSTALLMENT SALE)
Customer
1. Additional
Termination
Rights
2. Purchase
Option
PRINTED IN U.S.A.
City of Sanford
11/19/80
Date:
Burroughs and Customer hereby amend the Agreement for Equipment Lease and
Maintenance and/or Agreement for Equipment Sales, as the case may be, by adding the
following thereto:
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.
If Customer has entered into the Agreement for Equipment Lease and Maintenance,
the Customer may purchase at any time after commencement of rental thereon, any or
all of the equipment leased as herein provided, so long as such equipment 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 Bur-
roughs written notice of its election to purchase and the effective date thereof. After pay-
ment 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 pur-
chase price for that classification of equipment leased hereunder, 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 forty percent (40%) of all rental charge (excluding taxes) paid
during the second six months of such lease term of said equipment. Upon payment in
full by Customer for equipment as herein provided, title to such equipment purchased
shall automatically pass to Customer. Purchase of such 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 said equipment was subject to rental payments hereunder.
MKIG 3685-11 (5/72)
CUSTOMER
.BU:l .:'oughs Corporation ~
BUSINESS MACHINES GROUP
LIST OF ADDITIONAL EQUIPMENT
Ci.ty of Sanf'ord
Date 11/1"/80
The equipment listed on pages 1 through~hereof are added to the equipment listed on the face page of the Agree-
ment(s) identified below:
Agre")m~ut i'or~quir>m'.)nt Sa.l0
1. (Identify Agreement) (.ln8ta~~ment Sale)
ITEM
NO.
2.
3.
II .
5.
Form No. 1(10221
MODEL AND DESCRIPTION
QUANTITY
1
1
UNIT L:rST
PHI C'!':
Mag/Tape Drive (B:~1!05-41)
Mag/Tape Con~rol
(B14CfS-)2)
Line Adftnter (B1650-7)
,.600 BPS 'l'DI
$1),500.00
3,600.00
2
2,163.00
'Unpaid Balancp I'rom
Previous ContrRct (12/31/80)
.50,285.00
TOTAL LIST
PRIC~
$13,500.00
3,600.00
.., .526 .00
50,2f:\S.OO
.of ;/ 7/' ",'
I
NOTE: Draw a line across the last page following the last item on this addendum,
1906849 (3685-19) 6/76
Burroughs Corporation m
BUSINESS MACHINES GROUP
ADDITIONAL TERMS AND CONDITIONS
CUSTOMER
City of' Sanf'ord
Date 11/10/80
BURROUGHS and CUSTOMER hereby amend the Agreement by adding the fol-
lowing terms and conditions, consisting of paragraphs 1 through 2 , on pages
1 thro ugh 1
1. These added terms and conditions shall apply only to the components, equip-
ment and system(s) initially ordered under the Agreement and shall not apply to
any additional or replacement componen~, equipment or system(s) ordered under
the Agreement.
2. List of' 'frade-In Hard',are
Styl('
B1815-1 Syst.
Central PrOCC850r
131 KB }f,.-mory
TDRJ1-Console
BIJ48-J2 Console Disp.
B124'f Printer Cant.
Br2l.;'1-4 Printer
B1151-.4 SLC
B1486-1 Di'C
By484-25 DPC
B~)48!i-5 Disk DriVe
D1J51 SLC
B13,S1 SLC
B16,SO Lin~ Adpi.
Serial ?i~
loJJ04~20
1033048J8
13 '5l.t4JQ:'
N/A
N/A
11::1133511
N/A
!~/ A
N/A
1 (i 5" =-~6 51 J
KIA
N/A
KIA
NOTE: Draw a line across the last page follo-wing the last paragraph of this agree-
ment.
1906773 (1/76)
. .
Burroughs Corporation m
BUSINESS MACHINES GROUP
ADDITIONAL TERMS AND CONDITIONS
CUSTOMER
City of Sanford
Date 11/1',./80
BURROUGHS and CUSTOMER hereby amend the Agreement by adding the fol-
lowing terms and conditions, consisting of paragraphs 1 through 2. , on pages
1 thro ugh 1
1. These added terms and conditions shall apply only to the components, equip-
ment and system(s) initially ordered under the Agreement and shall not apply to
any additional or replacement components, equipment or system(s) ordered under
the Agreement.
2. List of' ,!'rade-In Hard','are
Styl~"
B1815-1 Syst.
Central Proc~8sor
131 KB Me-lIlory
TDW31-Console
BIJ48-12 Con801~ Disp.
B124'1 Printer Cont.
B;2lj r/_4 Prlntf'r
B1151-~ SLC
B1486-1 DFe
nq484.-25 DPC
B,~lf8'1-.5 Disk Dri v..
DIJ5l SLC
13135l SLC
B16.50 Lin~ Adpt.
Serial N..2..!..
103304820
10JJ048J8
1 :3'" 54 4 J(l Ci
N/A
N/A
P;11JJ.511
N/A
N/A
N/A
l"'5''))651J
N/A
N/A
N/A
NOTE: Draw a line across the last page following the last paragraph of this agree-
ment.
1906773 (1/76)
Bur1 >ughs Corporation m
BUSINESS MACHINES GROUP
AGREEMENT FOR EQUIPMENT SALE
(Installment Sale)
CUSTOMER
City of' S~mf'ord
(Firm Name)
(" it'). Uall - ::?arli Av~,.
(Number) (Street)
Sanford Florida 32771
(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.
1.
Amount
Due:
MODEL AND
DESCR IPTION
B:;;484- 51
UNIT LIST
PRICE
$lS,OOO.OO
TOTAL LIST
PRICE
11',000.00
QUANTITY
.1
l~,OOO.O()
(a) Grand Total List Price. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$
(b) Plus Applicable Taxes in accordance with Section 7 $
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$
................. .. ...... .. .... ...$
(c) Less Credits:
Cash upon execution (Down-Payment) . . . . . $
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . $ l' ,000.00
(d) Balance of List Price after Credits .......... .,. 3' "U5' ")6 . . . . . . . . . $
(e) Plus Finance Charge .................... $ .., .' ·
(f) Total Deferred Balance ............. e.:" . . . . . . . . . . . . . . . . . . . . . . . . $
(g) Deferred Balance to be paid in .218.0:" Consecutive
Monthly Installments of $ HI A and a Final Monthly
I nstallment of $ I , payable in accordance
witn Section 5. 5.2'
(h) Plus Contract Processing Charge ..................................$
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.
ACCEPTED:
CUSTOMER BY ITS SIGNATURE ACKNOWLEDGES THAT IT
HAS READ THIS AGREEMENT, UNDERSTANDS IT AND
AGREES TO ALL ITS TERMS AND CONDITIONS.
f;it.y of San1'o d
Authorized Signature
By
1910221 5/79
By
Burroughs Corporation
Title
Date
1. EFFECTIVE DATE
This Agreement shall be effective on the date accepted and exe-
cuted by an authorized representative of BURROUGHS, 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,
arfy 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 (1112%) 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 co....rtitions of this Agree-
ment, and all terms and conditions of the wi I 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 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, 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, repp:. or replacement, at BURROUGHS election and
sole expense, E. ,)t that there shall be no obligation to replace or
repair items whicn by their nature are expendable.
1
No representation or other affirmation of fact, including but not limited to
statements regarding capacity, suitability for UP ')r performance of the
equipment shall be or be deemed to be a warrCl JY 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
available to BURROUGHS at a place which is reasonably
convenient t' '~oth parties and to permit and to assist BUR-
ROUGHS ir ecting 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
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, 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.
(e) The laws of the State of Michigan shall govern this Agreement.
14. OTHER APPLICABLE AGREEMENTS
The following BURROUGHS agreements are by this reference
incorporated in this Agreement.
TITLE OF AGREEMENT
Burroughs Corporation m
BUSINESS MACHINES GROUP
AGREEMENT FOR SYSTEMS SERVICES
City of Sanford
DATE
11/1<j;'~O
CUSTOMER
BURROUGHS agrees to furnish CUSTOMER, subject to the terms and conditions of this Agreement and its attachments,
and subject to the availability of personnel, the System Services detailed in this Agreeme~, erE)!'! tat the services identified
in Paragraph 2 and 3 hereof shall be performed only if expressly designated here: - \ a
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
The services identified will be performed by BURROUGHS for all Class A and B support category Program Products as
identified on a properly executed Program Products License and Support Agreement and on which all currently due
license fees are paid.
(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: Customer Technical Publication Catalog and Price List, Form 1130010, will be published
periodically and direct mailed to subscription customers. Publication Change Notices are available at no additional
charge to customers who have subscribed to this service.
(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: CUSTO MER 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.
(t) 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: Review meetings will be held 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, Form 1912763.
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.
1906740 (Rev, 7/80)
(b)
(c) Consulting Service: BURROUGHS will do a study of the CUSTOMER'S application problem and recommend an
appropriate solution to CUSTOMER. 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.
(f) File Conversion Service: BURROUGHS is responsible for the conversion of that portion of the CUSTOMER'S
data files to be compatible with the file formats of the BURROUGHS computer system as defined in the attached
Description of System Service. CUSTOMER agrees that it has sole responsibility for the accuracy of the content of
such converted data files.
(g) Programming Service: BURROUGHS shall provide to the CUSTOMER services such as systems analysis,
systems design, programming and operating documentation for the purpose of developing a customer specified
application system, as defined in the attached Description of System Service. The resultant program products shall,
upon acceptance by CUSTOMER, be licensed to CUSTOMER as Support Category C Application Program
Products, as defined in the Program Products License and Support Agreement. Acceptance shall be deemed to
occur upon receipt of written notice from CUSTOMER or 90 days after delivery of said program product to
CUSTOMER by BURROUGHS, whichever occurs earlier. BURROUGHS will deliver to the CUSTOMER the
source code for the program products covered by this service item. The custodial and maintenance responsibility
rests solely with the CUSTOMER. Any subsequent requests by the CUSTOMER to reproduce the said program
product or source code therefor must be covered by a separate Agreement for Systems Services.
(h) Modification Service: BURROUGHS agrees to provide the CUSTOMER with programming services to alter the
source code of any BURROUGHS Application Program Product licensed by the CUSTOMER to provide the
capability as defined in the attached Description of System Service. These changes will be made to a specified
release level of the Application Program Product. Any request to incorporate the changes into a subsequent release
level of the Application Program Product must be covered by a separate Agreement for Systems Services.
BURROUGHS agrees to attempt to correct any error identified by the CUSTOMER in the defined modification for
a period of 90 days after delivery to the CUSTOMER. BURROUGHS will deliver to the CUSTOMER the source
code for the program products covered by this service item. The custodial and maintenance responsibility for such
modified program product rests solely with the CUSTOMER. 'Any subsequent requests by the CUSTOMER to
reproduce the said modified program product or source code therefor must be covered by a separate Agreement for
Systems Services.
(i) Workshop Service: BURROUGHS will assist the CUSTOMER in expanding their understanding and ability to use
the BURROUGHS licensed program product. BURROUGHS will provide a supervised operation of the CUS-
TOMER licensed program product on equipment provided by BURROUGHS in a BURROUGHS facility.
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 Computer Services (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 c..l)mputed at the rate of one and one-half pf' --~nt (1-1/2%) per month on the unpaid
amounts for each calendaI mth (or fraction thereof) that such paymt.. 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 under a 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 be liable for loss of profits or indirect, incidental or special or consequential damages
arising out of any breach of this agreement or obligation under this agreement.
Further, in no event shall BURROUGHS liability for any loss or damage arising out of any breach of this agreement or
obligation under this agreement exceed a refund of charges theretofore paid under this agreement.
9. NON-BURROUGHS SOFTWARE
BURROUGHS shall not be required to render systems services for non-BURROUGHS equipment or software.
10. TAXES
CUSTOMER agrees to pay BURROUGHS, in addition, any taxes (exclusive of personal property taxes assessed on the
program products or related materials and taxes based on net income), however designated, levied, or based on such
charges or on this Agreement or the Systems Services furnished hereunder, or their use 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 taxing unit.
T
SUMMARY OF SYSTEM SERVICE
ITEM
NO.
TYPE OF SERVICE
PRODUCT
STYLE
DESCRIPTION OF
SYSTEM SERVICE
PER
PERSON MAXIMUM
DAILY WORK DAYS CHARGE
RATE
2a. Installation Planning
Bl9.55
28.
o
10
o
TOTAL CONTRACTED HOURS 80
(LESS: STANDARD INSTALLATION PLANNING SERVICE INCLUDED IN
PROGRAM PRODUCT LICENSE FEE) RO
CHARGEABLE WORK HOURS 0
HOURLY RATE PER PERSON $
NET AGREEMENT $
ACCEPTED:
BURROUG~ CORP
/~ J<h
AUTHORIZED SIGNATURE
REGIONAL MANAGER
SOUl HEAS'ftLHN REGION
1n1118 1981
I DATE '. .
BY
BY C?:!a:~~:~l'l< .
AUTHORIZED SIGNATURE rt1;
City MnnAr'r>T'
~)1. TITLE
/ Cv X
DATE /
f' .'.
/9fo
Bur-oughs Corporatio:"
t1)
CUSTOM E R
PROGRAM PRODUCTS LICENSE AND SERVICE AGREEMENT
Ci'ty of' Sanford
(Firm Name)
C i 1'~ Hl'll 1
( umber)
- PArk Avf'.
S~~fd
FlorioA
(State)
(Street)
J?771
(Zip Code)
Burroughs Corporation ("BUR ROUGHS") by its acceptance agrees to and does hereby grant and Customer ("CUSTOM ER ") 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:
SCHEDULE
Computer System Designation Bl ~i l) l)
Program Product/
Qty. Installation Support/
Training Identification
Support
Category
Initial
Charge*
Code
Designated Computer System Serial No. (if availa,ble)
Monthly /
I nitial Charge ..J\.nQu.aL.
Charge Code * Charge
Estimated
Delivery
Date
1
rrc~ TV, Tn~lllnP.SI A
N/A
.
N/A
C
$ 600.00
12/80
COBOT. hR, MCP,
tTTII. . ~ SORT,-NDL
ODESY, GEMCOS
v.T /UPL, TEXT / l:.D ,
I>>m, DMG IN ':.i
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 SERVICES 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 TERMS AND CONDITIONS, INCLUDING THE WARRANTY AND LIMITATION OF LIABILITY, ON THE REVERSE SIDE ARE PART
OF THIS AGREEMENT.
ACCEPTED, Bu"O~ .::- CZ
By: " ,
REGIONAL MANAGER
SOUTH~TpERN REGION
1 8 1981
By:
Date
City Mana)'
~~~,
Title
c:K, ! ?'fo
Date
* Charge Code Description:
A - Initial Charge
B - Initial Charge In Installments
C - Monthly License Fee
D - Annual License Fee (After 1st Year)
E - Other Charges
F - Installation Support Charge
G - Training Charge
H - Media/Processing Charge
1906724{Rev.11/77)
1. DEFINITIONS
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 CUSTOMER 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 CUSTOME R 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 I nstallation Support shall include hardware orientation ser-
vices and application Program Product services defined by BU R-
ROUGHS current specification for such services, and further shall
include consultation and guidance support requested by CUS-
TOMER and agreed to be supplied by BURROUGHS at its then
current rates.
1.7 Training shall include BURROUGHS current published train-
ing courses for hardware, software, programming languages, and
system management at the then current rates.
2. LICENSE
2.1 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
3.1 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.
3.2 Application Program Product(s) licensed hereunder and classi-
fied in Category "A" or "B" may be made available for an imple-
mentation period which shall be thirty (30) days unless otherwise
specified in the Program Products specification or set forth on the
face page of this Agreement.
3.3 The specified implementation period shall begin upon deliv-
ery of the Licensed Program by BWRROUGHS and will end upon
expiration of the period as established in r ,graph 3.2 above or
upon CUSTOMER productively using the Program Product,
whichever is earlier. Monthly license fees specified on the face
hereof shall begin upon the end of the implementation period, or
as otherwise agreed for a staged installation.
4. TERM
4.1 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/annual license 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-
TOM E R ceases using the Program Product on the Designated
Computer System including redesignation as provided in Para'-
graph 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), Installa-
tion Support, Training, and for all other charges listed on the face
thereof in accordance with the charge code in the Schedule. CUS-
TOMER agrees to pay a late payment charge at the rate of one
and one-half (1-V,%) percent per month, or at the maximum late
payment charge permitted by applicable law, whichever is less, on
any unpaid amount for each calendar month (or fraction thereof)
that such payment is in default.
5.2 CUSTOME R 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.
V' 5.3 BURROUGHS may by ninety (90) days prior written notice
to CUSTOMER increase or decrease the monthly/annual license
fees, and BURROUGHS 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 "A", "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 w';sions thereof released by BURROUGHS dur-
ing the term of this License as Ipng as s.u~n 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 progr'am 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 CUSTOM E R 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 BURROUGHS 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 BU R ROUGHS re-
quests in machine-readable or interpreted form deemed necessary
or desirable by BU R ROUGHS in order to reproduce the environ-
ment wliich 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, BURROUGHS 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 LICENSOR. Thereafter the
term "Licensed Program" as used herein shall mean the Licensed
Program as most currently revised.
6.6 BURROUGHS 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 BUR ROUG HS 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.
7.2 Any change in category 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 License Fee
thereafter for such Program Product shall be the then current
standard price for such Program Product.
8. LICENSE REDESIGNATlON
8.1 CUSTOME R by written notice to BUR ROUGHS 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-
EVE R, 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(s), in any form, to
any person other than CUSTOMER's or BURROUGHS employ-
ees without prior written consent from BUR ROUG HS 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(s). CUSTOMER also agrees that the Program Pro-
duct(s) are the property of and proprietary to BURROUGHS 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 warranted to conform to the design specification 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 materials, modify them to make them
non-infringing or substitute other materials of similar capability.
If in BURROUGHS opinion, none of the foregoing alternatives is
reasonably available to BURROUGHS, then BURROUGHS 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 BU R ROUG HS; it being understood that BU R-
ROUGHS may participate at its expense in the defense of any
such action if such claim is against BURROUGHS.
12.3 BU R ROUGHS 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-
tion of the Program Product(s) with non-BURROUGHS programs
not made to BURROUGHS 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) e~tablishing adequate backup plans, including, for
example, alternate procedures and access to qual ified 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 BURROUGHS
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 BURROUGHS the Licensed Program and
Related Materials related to such Licensed Program and all copies
thereof in whichever form, including partial copies which may
have been modified by CUSTOMER or BURROUGHS, or an
executed BU R 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 record purposes.
18. LIMITATION OF LIABILITY
18.1 IN NO EVENT SHALL BURROUGHS BE LIABLE TO
CUSTOMER FOR LOSS OF PROFIT, INDIRECT, SPECIAL OR
CONSEGUENTIAL DAMAGES, ARISING OUT OF ANY
BREACH OF THIS AGREEMENT OR OF OBLIGATIONS UN-
DER THIS 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.
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.
Burroughs Corporat1or
BUSINESS MACHINES GROUP
ID
INVOICE
IF YOU HAVE A QUESTION ABOUT THIS
TRANSACTIm ,TACT YOUR LOCAL BRANCH AT
CENT no. """,'U D A LA
1011 W"MORt: ROAD
WINTER PAn FL52189
PHON! 30S-&28-2343
1 of AGEl
1
o
6
9
CIty Of *SA"FO~O
CIlY HILL
N PARK AVE
SU.FOR[
54-234 54218082000
fl 32111
REMITTANCE ADDRESS
INSTAllHElT CeNTRACT
REFER TO SCHECUlE BELOW
Burroughs Corporation
P 0 80X 019025
MIAMI Fl 33101
ORDER DATE PURCHASE ORDER NUMBER INVOICE DATE CUSTOMER NUMBER INVOICE NUMBER TOTAL
e2/1S119 03/21/80 54S9512 34056Se-200 11.213.20
DESCRIPTION STYLE NUMBER SERIAL NUMBER TOTAL PRICE
COMPUTER SYStEM 80001815-15Y SYSTEM , 20586319
DATA SET C_alE 2~FT XCOOO0102 NS S20.00
OAT A Sf. T CABLE 2~FT )(COOO0102 NS 120.00
2000 CHAa. DISPl'Y/Cflt\J. 100000832 140044413 :t2865.00
AIN SOURCE DATA IIEY BtlARD 10000001& NS .: $215.00
DATA SET CABLE 2~FT XCOOOOI02 NS 120.00
2000 CHAR. OISPl'Y/CCJ;T. lOOOO0832 14004440S '~86S.00
AIN 50 URC E OITA ItEYBIJAfCD 100000016 NS $215.00
OAf A SET CABLE 25fT XCOOOOI02 NS 120.00
--..-.--------
T OJ AL INVOICE GROSS AMOUNT 16360.00
Pll5: fINANCE CHARGE
1853.20
---------.---
TOTAL IhiOICE AMOUNT
.7.213.20
DEfERRED a.lANCE Of
INSTALLMENT RATE Of
fINAL PAYMENT Cf
$7213.20 PAYABLE IN 60 CONSECUTIVE MONTHLY INSTALLMENTS
$120.22 PER MONTH BEGINNING 4/01/80
S120.22
*234 .61 53951 05 OS.011 .33 53626 15 02
lZ8*01*00424S9269
1912078 (9-79)
Burroughs CorporatiOJ
BUSINESS MACHINES GROUP
m
INVOICE
IF YOU HAVE' "UESTlON ABOUT THIS
TRANSACTIO' H ACT YOUR LOCAL BRANCH AT
PAGE
1 OF 1
4
5
1
5
~ENT FLORIDA LA
1011 WYMORE ROAD
WINTER PARK FL 32789
PHONE 305-628-2343
CITY Of *SANfORD
CITY HALL
N PARK AVE
SANfORD
054-0234 54218082000
REMITTANCE ADDRESS
FL 32771
INSTALLMENT CONTRACT
REfER TO SCHEDULE BELOW
Burroughs Corporation
POBOX 019025
MIAMI fL 33101
ORDER DATE PURCHASE ORDER NUMBER INVOICE DATE CUSTOMER NUMBER INVOICE NUMBER TOTAL
02/19/79 OS/22/80 5499512 3405658-4001 $7,122.60
DESCRIPTION STYLE NUMBER SERIAL NUMBER TOTAL PRICE
COMPUTER SYSTEM BOO01815-1SY SYSTEM II 20586319
2000 CHAR. DISPLAY/CONT. TDOOO0832 *** SUBSTITUTED $2865.00
A/N SOURCE DATA KEYBOARD TOOOOOO16 NS $275.00
2000 CHAR. DISPLAY/CONT. TDOOO0832 *** SUBSTITUTED $2865.00
AIN SOURCE DATA KEYBOARD TDOOOOO16 NS $275.00
**THE fOLLOWING STYLE(S) ARE BEING SUBSTITUTED fOR THE DENOTED STYLE(S) ABOVE **
2000 CHAR. DISPLAY/CONT.
2000 CHAR. DISPLAY/CONT.
TD0000831
TD0000831
139920326
139920334
TOTAL INVOICE GROSS AMOUNT
$6280.00
PLUS: FINANCE CHARGE
$842.60
...------------
TOTAL INVOICE AMOUNT
$7,122.60
ERRED BALANCE' Of
ALLMENT RATE Of
PAYMENT OF
$7122.60 PAYABLE IN 60 CONSECUTIVE MONTHLY INSTALLMENTS
$118.71 PER MONTH BEGINNING 4/01/80
$118.71
~ ',L
..... \' "i3957 05 05*0011 .33 53626 15 02
~ 986470
1912078 (9,79)
.-
Burr.oughs Corporation
BUSINESS MACHINES GROUP
~
INVOICE
IF YOU HAVE A (1llb~TlON ABOUT THIS
TRANSACTION' 'TACT YOUR LOCAl. BRANCH Al
PAGE
I Of l'
o
5
1
1
CEil'.' FLORIDA LA
1011 "YHIiRE ,f\OAD
IIRTER PARK FL 32189
PHONE 305-628-2343
CITY Of *SaBrOil)
ellY HAll
Ii PARK AVE
SA.fURO
54-Z34 54218083000
REMITTANCE ADDRESS
fL 32111
Burroughs Corporation
INSTALL.on SALE
REFER TO SCHEIlUl E BEllJ:.
POBOX 019025
MIAMI fL 33101
ORDER DATE
PURCHASE ORDER NUMBER
INVOICE DATE
CUSTOMER NUMBER
INVOICE NUMBER
TOTAL
02llfil19
01/21119 5499512
3409097-00
52.086.80
DESCRIPTION
STYLE NUMBER
SERIAL NUMBER
TOTAL PRICE
fiENEiAL PRODUCTS
tAlA SET
I'AIA SET
Ii
II
1801
1801
U!3801992
188362016
5920.00
$921,).00
-.----..------...-
TOTAL IR'OICEGROSS AHOOWT
S 18 40 . 0 0
~lUS: fIJiAleECHAliE
STATE SALES lAX
OF
,. J
524'.80
$(). 00
_..-------~.....--
IUTAL IftVeltE A~OUHT,
12.086. eo
DEFFERED BALANCE Of
IMSIILLlIENT fiAIE Of
FIRAl PATIIE>>. OF
d~:r~ fA T ;~~[ M::Ttt 6IJ co::~~=:;:~ J(:~~~~~9 INSTAllMENTS
S 34.78
-23' .61 53951 01 ,05*011 .33 536Z6 15 02
122*01*
1912078 (10/78)
"
Burroughs Corporatic
BUSINESS MACHINES GROUP
~'-
!!
,,~
I
C!ft~_..s..._
ell''1~lIR1.
.d. PD. lYE
S....RB
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e
l
l
~.,
l.tlncE
::11.
32111
1.SIM.I.IIUT;;AlE
IIFEI II SCHOUlI:.' BEl..
IF YOU HA \' QUESTION ABOUT THIS
TRANSACT ONTACT YOUR LOCAL BRANCH AT
I eiA(1)
CD'J.' fI.UI8.. ...
tetl ft..ft n.e
a...a ,.... F"~311't
PIIIIE: 30S-12e-f34.!
54-234 5421~.'1.0G
REMITTANCE ADDRESS
Burroughs Corporation
re lax ..'125
.111. Fl J!tO.
ORDER DATE PURCHASE ORDER NUMBER INVOICE DATE CUSTOMER NUMBER INVOICE NUMBER J
0211"19 .612"'9 54"512 J~I"'''
DESCRIPTION
at_UlOSISn:.
COTlfII.,PIGCESS..
131&8'1K5. ,a,R..; IIn...,
IP€1tAta.'B1Sn'T CUSa[
~81[ DISPI.AY C....a.
. nbfH:,I 'CaITROl ..1'01.'149
15.....
ft..';$WCI.":I:-nE;, C8
01$1(,. 'RS'BRUE"C...,.a
.S rraar:IJIIIDPI.e-S5.rn
IUAl.,DtsIlPICK HI3.......
STYLE NUMBER
. .a...15.
. .II'lllotCP
. '113fti'lll
11 ').4'- 31
B "'13"~- 32
It 124'
B '249-:'
. . 1351- 2
II '1'86- 1
B ' "84-!5
8 '> '484- 5
TOTAL
'~"$U..":z,,,..
SERIAL NUMBER
TOTAL PRICE
;$151'0';. 215.'.46
, ',. t 03...20
"'''SWSTlTeTf'U
, . IJ'M4!9'
" $65......
.o.oe
'LOe
"I.' 0
......
10.OG
15.,3.00 I
.O-OC
'G.OO
'0.0'
.5
IS
1'..33511
..S
IS
as
195'36513
"_"''18E''I'enOWtIG''S'Tl((S) IH:ltJ. !SWSJITVlIIL,... ..EI-E..TE. styl.[(S) 0811
655H nn:.s''fUaC?_I.I. 81'15- 64
il55J68nO."tutl1:.'Rnn B '.115-E4
1"130.'38
'1.13.,a46
:....~__..M._ ..._
tIIIL"'tf'f8JtE '.8SS\A~
$7"'3...
LESSt Dtseeanf'_ .II'.OUE..:>:."....,,<<:..[ 8 ,..'
PLUS:
"211J...
fl..KEaRSE
SlATE S,aES tAX G"
..Z
, .9124.00
.D.Gt)
~ .. r __.......___
I.Ill. Jallle (:"...'S17.1%4. D 0
,iJERE..',.....II1CE . Df
IlISTaln.tlUl'EYIF
.1" .....UH...~.
'111Z4.,OO.AfAau: T Ja 6ll t8J1Uatltt .'.Ta, (I.S:lII.1:.[.15
SI%85.40 "0 >1ItJ1TJI SESI..tllS .,01,19
SI'2'I'5.4.
a2M:;.alt,:I.J5 fti;nQII.,.3353U6 15 82
146-.1- .
i
1912078 (10/78)
-----~----- --
-T-
B:urro.ug~s Corporatio-"'--I ~
, , L,~
· , BUSINESS MACHINES GROUP ,
IF YOU HAY-,QUESTION ABOUT THIS
TRANSACf 'ONTACT YOUR LOCAL BRANCH AT
. .. .,
~...
PAGE
.
~
V
II
REMITT ANCE ADDRESS
Burroughs Corpora.tion
1\;
ORDER DATE PURCHASE ORDER NUMBER INVOICE DATE CUSTOMER NUMBER INVOICE NUMBER TOTAL
,- -' _. - -, -
I I
I DESCRIPTION STYLE NUMBER SERIAL NUMBER TOTAL PRICE
-~ ..
.
" ~
. ..
I
- j
~~I~TT~~~~ $T~T~I~OOT
~:,~
To Insure Proper Credit To Your Account
Please Enclose Any Correspondence
1912078 (10/78)
Burroughs Corporatio'"
.,
BUSINESS MACHINES GROl-lP
,
y
II
':IT'I,:...S"'_
CII'.':ttaL
. P.." lYE
5&&,,_
11I$'1I1:I..I&OIT: SAlE
RUnlU St8EBUl.Eftt.1t1I
@.
<JaniCE' <
,ft. "JUII
"r.
,IF YOU H~Yf ~ QUESlION ~BOUT .THIS'
'TRANSAGTlf lNTAGCYOUR LOCAL 'BRANCH AT
,. "CbT;';-; f ........'J I.,':.' : , '
" "'1811 fJml..E fnl. ,..
'."11f1l' p_tq~j' 'n::3218"
~}'315-52"2~43
':'1 ctiAli.El
,
.
.
4
~4-Z34 ~421..78'G.
REMITTANCE ADDRESS
Burroughs Corporation
.PI-" e",.5
.11.1 F~331.J
S7Zh'OC
ORDER DATE PURCHASE ORDER NUMBER INVOICE DATE CUSTOMER NUMBER INVOICE NUMBER I
8Z/191'" 0612"'9 . H"'12 . ."~UJ.l"
TOTAL
DESCRIPTION
, SERIAL NUMBER
TOTAL PRICE
STYLE NUMBER
C-8IIPUfDl:SYS:UK
....:1,.'ItE$....
ISI.'.Y1E$~.1: ".tten
iD.8nrS,.;''I'dlt:.!'.nen "
'"J6.TUS~'l'fiaj. 'KO.' ;
lW€'.u.'Y....POT'.C...'C."
e_8l.:E"1J:rstl:.y"C8Itt....
..1..EI'C...ftOl'F."'249
iSRPR
wtw S'8&l;::LIK:CU
liS" PI..';.II'[, . ,...,...
.ISll),..U' .'.""65.2.
IOu. DIS.'PI'tK"...,e.4J1lB
..
8
8
B
!
B
It
..
B
a
8
8
B
..8.'-.S.
le1,.IU
1.:1.-131
let5- 64
'1015-$4
9J~"" 31
IM8.' 32
lt49
, ."1.'- ,.,
"1351- 2
1.86- 1
948'- ?S
"8'- '5
S'ISIQi' 2051"'6
. .033.'120
$8
len.,a38
, l.nG.~4'6
11'5~'39' ,
IS
IS
1'1133511
as
IS
IS
. ItS' 565-1 J t
.,.LUSt '. BESTI.TIC..._ 0.15.U'IUI8I, CHI8:CES
..'It. ; D..eIC~ .'IWIftt
HSI;I.IIIR......;;:IUD'....'tC. CBlnES
-114 '.61 "7815 e5 ..,-0 It. .33 53626 15 02
. MS.eoAt
$,.26...
.JU....
1912078 (10/78)
--- ----
,-
Burroughs Corporatio.........l~
~. BUSINESS MACHINES GROUP L
IF YOU HA Vy---oUESTION ABOUT TIllS
TRANSACT( {)NTACT YOUR LOCAL BRANCH AT
, "I
-,
PAGE
~
~ I
.
, .
b~
,
~
REMITIANCE ADDRESS
Burroughs Corporation
,
I ORDER DATE PURCHASE ORDER NUMBER INVOICE DATE CUSTOMER NUMBER INVOICE NUMBER TOTAL
,
J - -.
I DESCRIPTION I STYLE NUMBER - SERIAL NUMBER TOTAL PRICE
::
.~
J
I
~
~~~~T1r !Al~~~ $1r !Al1r~~~OO1r
To Insure Proper Credit To Your Account
Please Enclose Any Correspondence
1912078 (10/78)
,. "y'- .,.
Burroughs Corporatio
BUSINESS MACHINES GROUP
m 1.,aICE
IF YOU HA V' QUESTION ABOUT THIS
TRANSACTI ONTACT YOUR LOCAL BRANCH AT
1 D/AG')
!
,
.
J
,
~
I I
CIIY~;_;.S"''''
OIT";'1U.
.;;r""'JR
a..a.
tOI. 1"1:..1..:1..
tOl1n.8M "na.
II.UI ".... fl ~!'!l"
...IE 3.5-~l8-l341
54-Z14 54~".81"O
ft. : 32111
REMITTA!,!CE ADDRESS
la"latWflt'$IU:'
attD .1 SCB8OI.E'7B€l.n
Burroughs Corporation
p e 8.0.,a2'5
81..1 "L~J31.1
ORDER DATE PURCHASE ORDER NUMBER
INVOICE DATE
CUSTOMER NUMBER
INVOICE NUMBER
TOTAL
RI21/79
.612"79 .14'"12 "1408"""- I
14.355.4"
DESCRIPTION
STYLE NUMBER SERIAL NUMBER
TOTAL PRICE
itOflPUTU 515101'
:luaSACl' 10ff' Cnl... SYSI
81I,t'-lSTS1STEIl:' 2...,.,1
II ' InO-Tel .5
"u......
....--....~..._~
IRA 1.,aICE 6.8S$ ".GUIlT
118.e. ..
ft._: '
fl...CE CH'J'(
S'A1E&:S;KES lAX Itf
'. TeTa Ia'lltt'OIVfl
4:J
$515.4.,
S8.0.
.....~-~~-
14.355.40
..f€HDBIt:..E (,Dl
~IIS"""".[WT UTE'Uf
EDAt. ,PAnEft" UF '
"1'S,...'i....ILt II. ..t....U1JIE!,......l' :-Je.ALlUI'S
11'23":' '0 "8tI'IITR1I:SJ..I.'aTfJJ/19
tn. 5'
-234. ': .' 1 lOa., "15
146*11*
1912078 (10/78)
--- -- ~- -------
- --- ------ ------.-
Bp.rroughs Corporatio.- ~~
, I ...v
· . BUSINESS MACHINES GROUP ~ ..
IF YOU HA Y.~UESTION ABOUT THIS
TRANSACTi ONTACT YOUR LOCAL BRANCH AT
,.,
,.
PAGE
I
~.;
,
\ I
REMITTANCE ADDRESS
I~
~
Burroughs Corporation
1\,;
ORDER DATE PURCHASE ORDER NUMBER INVOICE DATE CUSTOMER NUMBER INVOICE NUMBER TOTAL
~.- - ~ ,.
DESCRIPTION I STYLE NUMBER SERIAL NUMBER TOTAL PRICE
.
-0,
~
.-
11
. i
ffii~I~TT /A\OO(Oj~ $T /A\ T~I~OOT
To Insure Proper Credit To Your Account
Please Enclose Any Correspondence
1912078 (10/78)
Burr<Jughs Corporation ; It
BUSINESS MACHINES GROUP
AGREEMENT FOR EQUIPMENT SALE
(Installment Sale)
\(
CUSTOMER
C1 ty ot Saatorcl
(Firm Name)
<::1 ty Bal.l, North Park Ave.
hat'~~ber)
(City)
(Street)
rlorida
,a?71
(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
~
J.
,.
Amount
Due:
MODEL AND
J JU8a,~ 87at- QUANT~
%aclllCl...
j 8182' C..ti"&1 Proo....r, 5MBZ
BI015-" 0 MtIIIOry
-I B9"",1, Coaplet. Dieplay
'1/0 Sa.. (Paek)
BI015-1,1. 131 D '{'otal 1
M...rr
81.\86-81. Diak Paek Coatrol 1
UNIT LIST
...~
TOTAL LIST
.~
2.790.00
'.180.00
2.190.00
6,180.00
(a) Grand To~al List Price. . . . . . . . . . . : . . . . : . . . . . RIA' . . . . . . . . . . . . . . .$
(b) Plus1iilc~eiiiftln accordance with Section 7 $- ' .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$
(c) Less Credits:
Cash upon execution (Down-Payment) . . . . . $
Other . . . . . . . . . . . . . . . . . . . . . . . . . . .' $
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(d) Balance of List Price after Credits. . . . . . . . " .. '11: 704' 80 . . . . . . . . $
(e) Plus Finance Charge .................... $ · ·
(f) Total Deferred Balance ......60................................ $
(g) Deferred Balance to be paid i"'.... ,a ConsecutivE;!
Monthly Installme!l'6W.,. and a Final Monthly
Installment of $ , payable in accordance
with Section 5.
(h) Plus Contract Processing Charge .................................. $
134.196.00
KIA.
'Mi, "1.08
81,a"'.00
98.938.80
If/A.
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.
ACCEPTED: .
",,,o,,h, co,~
By ,
CUSTOMER BY ITS SIGNATURE ACKNOWLEDGES THAT IT
HAS READ THIS AGREEMENT, UNDERSTANDS IT AND
AGREES TO ALL ITS TERMS AND CONDITIONS.
City ot Sanf'ord
1910221 (] 0/78)
By
Date
1. EFFECTIVE DATE
This Agreement shall be effective on the date accepted and
executed by an authorized representative of BURROUGHS, 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
during BU R ROUGHS normal working hours at no additional
charge. If installation or removal of the equipment by
BURROUGHS is precluded by local law, union agreement or
otherwise, BURROUGHS will supervise the installation or
removal and CUSTOMER 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 BU R ROUG HS specifications.
(c) The CUSTOME R 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 TRANSPORTATION
BURROUGHS 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 BU R ROUGHS published
prices in effect at time of delivery. In addition, if delivery to the
installation site within the CUSTOME R'S premises cannot be made
with equipment normally employed by the equipment carrier, any
costs for special rigging (including the cost of insurance) shall be
paid by CUSTOMER.
5. PAYMENT TERMS
Down payment, if 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. CUSTOMER shall pay a late payment charge
computed at the rate of one and one-half (1 %%) 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 I isted 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
r!'lfer to and be subject to the terms and conditions of this Agree-
'ment, and all terms and conditions of the VI' ' 'en order shall be
void uniess agreed to in a separate writing by B . ROUGHS.
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 obliga-
tion after payment to BURROUGHS to challenge the applicability
of any tax. Any personal property taxes assessable on the equip-
ment after shipment shall be borne by CUSTOMER.
8. RISK OF LOSS OR DAMAGE
CUSTOMER shall assume full risk of loss or damage to the equip-
ment immediately upon its delivery to CUSTOMER'S location.
As long as BURROUGHS holds a security interest in the equip-
ment, CUSTOMER shall:
(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 inspec-
tion 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 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 BU R ROUGHS
shall pay all damages and costs awarded therein against
CUSTOME R, but shall not be responsibleifor any cost, expense
or compromise incurred or made by CUSTOMER without
BU R ROUGHS prior written consent.
(b) If any equipment is, in BURROUOHS opinion, likely to or
does become the subject of a claim for patent infringement,
BURROUGHS may at its option and expense procure for
CUSTOME R the right to continue using the equipment, or
modify it to become non-infringing, but if BURROUGHS is not
reasonably able to modify or otherwise procure for
CUSTOMER the right to continue using it, BURROUGHS will
remove the equipment and refund to CUSTOMER the amount
paid in excess of a reasonable rental for past use.
(c) 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 by CUSTOMER.
(d) The foregoing states the entire liability of BURROUGHS to
CUSTOMER arising from patent infringement.
10. WARRANTY
BUR ROUGHS 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) BUR ROUGHS
has title to the equipment and the right to sell it; and (c) for a
period of one (1) year from installation, the equipment delivered
under this Agreement shall be free from defects in material and
workmanship under normal use and service.
Written notice and an explanation of circumstances concerning any
claim that the equipment has proved defective in material or work-
manship shall be given promptly by 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 adjust-
ment, repair or replacement, at BU R ROUG HS election and sole
'expense, except th? there shall be no obligation to replace or
repair items which l .eir nature are expendable.
No representation or other affirmation of fact, including but not
limited to statements regarding capacity, suiti'hility for use, or
performance of the equipment shall be or teemed to be a
warranty !::>y BU R ROUGHS for any purpose, nur give rise to any
liability or obligation of BU R ROUGHS 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.
I n the event of employment by CUSTOM E R 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 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 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:
FORM NUMBER
MKTG 368.5-19
190612'
MKTG "85-11
CUSTOMER'S INITIALS
'(_.-~/'-
(a) with or without demand or notice to CUSTOME R (if given,
notice by mail t ~USTOME R'S address, shown in the Agree-
ment being suft, ,1t) declare the entire amount unpaid im-
mediately due and payable;
(b) enter the premises where the equipment is located and
remove it (CUSTOME R shall assemble the equipment and make
it available to BURROUGHS at a place which is reasonably
convenient to both parties and to permit and to assist
BURROUGHS in effecting the retaking and removal of the
equipment); and
(c) sell any or all the equipment as permitted under applicable
law. BU R ROUGHS shall apply the proceeds of sale of the
equipment to the payment of the expenses of retaking, storing,
repairing and selling the equipment, reasonable attorney .fees
and to the satisfaction of all indebtedness secured under this
Agreement. Any surplus shall be paid to 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 CUSTOME R'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
BURROUGHS and CUSTOMER, shall be subject to BUR-
ROUGHS Program Products License which is incorporated here,
in by reference. CUSTOMER shall be responsible for deter,
mining appropriate use and limitations of the program products
in its operations.
(c) No modification or amendment to this Agreement and no
waiver of any provision shall be valid unless in writing, signed by
duly authorized representatives of the parties. Any written
order or other instrument issued by CUSTOMER before or after
the etfective 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
Llat .t Addi tlO1Ull. Equi,.mt
Pn__ Product. Lie.... uad Service
A....~-t
~r.._ta1 ~
-<
Bur..-oughs Corporation m
BUSINESS MACHINES GROUP
LIST OF ADDITIONAL EQUIPMENT
CUSTOMER City ot Saatord
Dare F.bruary 15, 1919
The equipment lisred on pages 1 through_hereof are added to the equipment listed on the face page of the Agree-
ment(s) identified below:
1. Agre....t tor EquiplMllt Sal. Form No. 19~02al
(Identify Agreement)
ITEM UI'llt Liet T~tal Ll.t
NO. MODEL AND DESCRIPTION QUANTITY Prio. Pric.
4. 89~8~-I', Diak Pack ~V8 1 132,960.00 132,960.00
and WEe, 65 MB
5. 119249-4, '50 LiD. Per M1II1ate 1 111,900.00 14,900.00
PriDter
6. 812.9-80, PriDter Coatrol 1 1,319.00 1,379.00
7. 813'1-80, S1nele 1.0. 1 :), 090.00 ',090.00
8. 816'0-87, AlI)'Ilch Direct 1 1,163.00 2,16'.00
9. .16'0-81, Aayaoll Data Set 1 1,8'4.00 1,8'4.00
Co...ot Adapter, 1.800 BPS
10. Bl,,1.81, Dual Line Coatrol 1 2,060.00 2,060.00
(8Q_.tl~t. tor 81"1-80,
SLC, It_ #7)
11. TDl3a Terta1aal D1.play ,. 2,865.00 11,460.00
12. TD016 Data Prep. JteyWa. ,. .1'.00 1,100.00
1'. XCOl, TDX Ccmaector It 20.00 eo.oo
14. TAI101 ".,..oh nata Seta a 920.00 1,8.\0.00
15. TeS-I "'at_ Sot'tware I 3,840.00 "IIlo.oo
---
NOTE: Draw a line across the last page following t..'le last item on this addendum.
Burrou~hs
BUSINess FORMS 1
s
1906849 (3685-19) 6/76
'f
Burroughs Corporation
m
BUSINESS MACHINES GROUP
GovernDlental AddenduDl
ADDENDUM TO AGREEMENT
FOR EQUIPMENT LEASE AND MAINTENANCE
and/or AGREEMENT FOR EQUIPMENT SALE
(INSTALLMENT SALE)
Customer
1. Additional
Termination
Rights
2. Purchase
Option
PRINTED IN U.S.A.
City ot a_tont, Florida
Date: F.bruary 1', 1979
Burroughs and Customer hereby amend the Agreement for Equipment Lease and
Maintenance and/or Agreement for Equipment Sales, as the case may be, by adding the
following thereto:
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.
If Customer has entered into the Agreement for Equipment Lease and Maintenance,
the Customer may purchase at any time after commencement of rental thereon, any or
all of the equipment leased as herein provided, so long as such equipment 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 Bur-
roughs written notice of its election to purchase and the effective date thereof. After pay-
ment 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 pur-
chase price for that classification of equipment leased hereunder, 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 forty percent (40%) of all rental charge (excluding taxes) paid
during the second six months of such lease term of said equipment. Upon payment in
full by Customer for equipment as herein provided, title to such equipment purchased
shall automatically pass to Customer. Purchase of such 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 said equipment was subject to rental payments hereunder.
MKTG 3685-11 (5/72)
CUSTOMER
Burl' ughs Corporation m
PROGRAM PRODUCTS LICENSE AND SERVICE AGREEMENT
Y-
CITY OP SA.tfP0RD
(Firm Name)
C:I1lJu~' :NORTH PA.RK AVE,
(Street)
~
J'LB\\fe~
(Zi~m)'
Burroughs Corporation ("BUR ROUGHS") 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:
SCHEDULE
Computer System Designation .'82' (.,.,,-1)
Program Product/ Initial
Qty. Installation Support/ Support Charge*
Training Identification Category Code
Designated Computf:!r System Serial No. (if available)
Initial Charge ~
Charge Code * Charge
Estimated
Delivery
Date
1
res-x
_---A-
A
1,,8lto...~ D
,,....OQ
Sept. 79
Iaoluca.a.
MCP. Sony U.i],.
HDL
Test Eillto~
....rt.r :I:1
OD-LiJIe Repor.er
1
ODMY (0Il-L1IIe Data Fa...,..)
Bl800 COBOL Ii C
,,,.oo/No.
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 SERVICES TO BE FURNISHED HEREUNDER
AND THAT THIS AGREEMENT SUPEBSEDES 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 TERMS AND CONDITIONS, INCLUDING THE WARRANTY AND LIMITATION OF LIABILITY, ON THE REVERSE SIDE ARE PART
OF THIS AGREEMEN..T.
By:
By:
Date
*Charge Code Description:
A - Initial Charge
B - Initial Charge In _Installments
C - Monthly License Fee
D - Annual License Fee (After 1st Year)
E - Other Charges
F - I nstallation Support Charge
G - Training Charge
H - Media/Processing Charge
1906724(Rev.11/77)
1. DEFINITIONS
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 CUSTOMER 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 I nstallation Support shall include hardware orientation ser-
vices and application Program Product services defined by BUR-
ROUG HS current specification for such services, and further shall
include consultation and guidance support requested by CUS-
TOMER and agreed to be supplied by BURROUGHS at its then
current rates.
1.7 Training shall include BURROUGHS current published train-
ing courses for hardware, software, programming languages, and
system management at the then current rates.
2. LICENSE
2.1 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 CUSTOME R's control.
3. DELIVERY OF PROGRAMS
3.1 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.
3.2 Application Program Product(s) licensed hereunder and classi-
fied in Category "A" or "B" may be made available for an imple-
mentation period which shall be thirty (30) days unless otherwise
specified in the Program Products specification or set forth on the
face page of this Agreement.
3.3 The specified implementation period shall begin upon deliv-
ery of the Licensed Program by BURROUGHS and will end upon
expiration of the period as established in Paraaraph 3.2 above or
upon CUSTOMER productively using the Program Product,
whichever is earlier. Monthly license fees specified on the face
hereof shall begin upon the end of the implementation period, or
as otherwise agreed for a staged installation.
4. TERM
4.1 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/annual license 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-
TOM E R ceases usi ng the Program Product on the Designated
Computer System including redesignation as provided in Para-
graph 8.
5. CHARGES AND TAXES
5.1 CUSTOMER agrees to pay BURROUGHS within ten (10)
days of receipt of an invoice for the ProgramProduct(sl. Installa-
tion Support, Training, and for all other charges listed on the face
thereof in accordance with the charge code in the Schedule. CUS-
TOMER 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 applicable law, whichever is less, on
any unpaid amount for each calendar month (or fraction thereof)
that such payment is in default.
5.2 CUSTOME R 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 BU R ROUGHS may by ninety (90) days prior written notice
to CUSTOMER increase or decrease the monthly/annual license
fees, and BURROUGHS 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 co~lect 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-
TOM ER 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 "A", "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 A (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 BURROUGHSdur-
ing the term of this License as long as sucl, _icensed 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). BU R-
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 f... (Nonsupported Licensed Program). BU R-
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-
TOMER 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 BURROUGHS in rendering the services set forth
herein. BUR ROUGHS 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 BURROUGHS 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, BURROUGHS 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 LICENSOR. Thereafter the
term "Licensed Program" as used herein shall mean the Licensed
Program as most currently revised.
6.6 BURROUGHS 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 BU R ROUG HS 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.
7.2 Any change in Category 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 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-
TOME R 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 BUR ROUG HS 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(s). CUSTOMER also agrees that the Program Pro-
duct(s) are the property of and proprietary to BURROUGHS 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 warranted to conform to the design specification 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
BUR ROUGHS 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 materials, modify them to make them
non-infringing or substitute other materials of similar capability.
If in BURROUGHS opinion, none of the foregoing alternatives is
reasonably available to BURROUGHS, then BURROUGHS 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 BUR ROUGHS.
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-
tion of the Program Product(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 BURROUGHS
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 BURROUGHS the Licensed Program and
Related Materials related to such Licensed Program and all copies
thereof in whichever form, including partial copies which may
)
have been modified by CUSTOMER or BURROUGHS, or an
executed BURROUGHS 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 record 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-
DER THIS 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.
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.