HomeMy WebLinkAboutBurroughs Corporation, Business Machines Group - 1970-07-20GOVERNMT:NTAL AGREEMENT
THIS AGREEMENT, entered into this 21st day of rely, 1970, by and
between the City of Huntington Beach, hereinafter referred to as
"Customer", and BURROUGHS CORPORATION, BUSINESSMACHINES GROUP, here-
inafter referred to a- "Burroughs",
NOW THEREFORE, it is hereby agreed by and between the parties hereto
as follows;
1. Burroughs agrees -to provide to Customer, and Customer agrees to
acquire from Burroughs, the equipment listed under Attachment A Upon the
terms and conditions contained in this agreement.
2. a. Th(; total amount due hereunder from Customer to Burroughs, if ,
the agreement is continued for the full seven years, is computed as shown
in Attachment B.
b. The Deferred Balance shall be paid in monthly installments
as shown. in Attachment B, commencing ov the f`.rst day of the month following
the month in which she equipment was installed ready for use continuing
on the first day of each successive month thereafter, provided that Customer
may accelerate any payments prior to due dates thereof, and total applicable
interest charges will be adjusted accordingly.
c. And provided further that Customer shall have the right to
terminate this agreement as to all or as to any specific item (s) o2 equip-
ment included hereunder, on ninety (90) days prior written notice to
Burroughs, to be made effective on the yearly anniversary date of the first
payment hereunder, (or on the beginning of any subsequent fiscal year)
provided, a' her funds for data processing equipment are not appropriated,
i.
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._
3. Title to the equipment shall remain with Burroughs until payment
..s made in full in accordanccwith paragraph 2b at which time full title
shall pass to Buyer.
4. Transportation, Taxes
a. Prices are f.o.b. the plant of Burroughs at which the eq-�aipment
covered hereby is manufactured, to any destination in U.S.A. designa ed by
Buyer. Burroughs will arrange for and prepay transportation and handling
to the space to be occupied by the equipment, as well as rigging charges
incurred at destination (ix.cluding cost of insurance to cover the exposure
of loss or damage t, equipmeat during rigging operations) in the event
delivery cannot be made with equipment employed by household goods van
lines, provided, however, that all such charges will subsequently be
separately invoicee co and, shall be promptly paid by Customer.
b. Customer shall also pay all Federal, State, ounty or other
local taxes, however designated, levied or based upon charges hereunder
or on this agreement or the equipment or its . _, any taxes or amounts in
lieu thereof paid or payable by Burroughs in respec to the foregoing,
exclusive of taxes based on net income. Personalpropertytaxes levied
on the equipment after delivery shall be paid by Customer.
5. Znstailation
Customer requires 'tl Burroughs' installation service shall in-
clude all wiring, assembly and connection of all internal cabling, all
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wiring, and cabling carrying direct current, all "information" wiring
and cabling, the assembly and erection of all "garage houses", but
shall not ir;clude the installation, supply or connection of external
alternating current power supply. Other than the foregoing, Burroughs'
installattion services shall be limited to the assembly, adjustment and
testing of equipment and shall not cover supply or connection ;,f electric
power or other utilities or auxiliary facilities. Burroughs shall notify
Customer in writing of the date when installation is co►aplete and equipment
is ready for use by Customer. Burroughs shall not be ilable for any damages
caused by delay in delivery.
6. Burroughs' Patent indemnity
a. Burroughs shall defend any suit or proceeding brought against
Customer based on a claim that any devic( made to Burroughs' design and
furnished hereunder constitutes an infringement of any existing dnited
- States patent, provided. Burroughs is notified promptly in wrt:;ting and is
given complete authority and information rQquired for the defense of same,
and Burroughs shall pay all damages and costs awarded therein against
Customer, but snail not: be responsible for any cost, expense or compromise
incurred or made by Customer without Burroughs' prior written consent.
b. Zn the event any device furnished hereunder is in Burroughs'
opinion likely to or does become the subject of a claim for patent in-
fringement, Burroughs may at its option and expense procure for Customer
the right to continue using said device or modify it to become non -
infringing, but in the event use of such device is prevented by injunction
and Burroughs ,fails to modify or otherwise procure for Customer the right
to continue using it, Burroughq will remove such device and refund to Customer
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the amount paid in excess of a reasonable rental for past use.
c. Burroughs shall not be liable for any patent infringement or
claim thereof based upon use of the device in combination with other
devices not supplied by Burroughs, or based upon use of the device in
other than thoseusesrecommended by Burroughs.
d.The foregoing states the: entire liability of Burroughs
for all loss and damage whatsoever to Customer arising from patent
infringement.
7. Burroughs warrants that. (1) no applicable statute, regulation
or ordinance of the United States or of any State has been violated
in the manufacture and/or sale of the equipment; (2) Burroughs has title
to said equipment and the right to sell same; (3) for a period of one (1)
year from installation, the equipment delivered under this agreement shall
be free from defects in material or workmanship. bitten notice and an
explanation of circumstances concerning any claim that the equipment
has proved defective in material or workmanship' shall be given promptly
to Burroughs. Burroughs agrees thereupon to take reasonable and prompt
actic*i to correct sllch defect by repair., replacement or -both, except
that there shall be no obligation to replace or repair items which by
their nature are expendable, such as but not limited to fuses, neon
indicators, transistors, tubes, lamps, resistors, capacitors, belts
and diodes. Burroughs_ liability under this agreement shall in no case'
exceed refund of the purchase price (or such portion thereof as has been
paid by Customer) less reasonable rental for past use, upon return of
the equipma', delivered hereunder by mutual agreement. Burroughs shall
not in any evert by liable for Ic;s or damage arising from any cause beyond
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Burroughs reasonable control, nor for incidental, indirect or consequential
damages. This warranty is in lieu of any and all other warranties, express
or implied, regarding the equipment or service supplied hereunder, including
any regarding merchantability or fitness for a particular purpose.. In
the event of, employment by Customer of any non -Burroughs •attachment, feature
or device on the Burroughs equipment, or any part thereof, furnished by
Burroughs hereunder, Burroughs shall tot be liable under this warranty for
loss or damage resulting there from or for correction thereof without charge.
8. Until title passes to Customer in accordance with Paragraph 3,
Customer agrees; to contract with Burroughs by separate agreement to'main-
tain the equipment in good condition; to keep said equipment free from liens
and encumbrances; not to use o•r permit tt,Se of the equipment in any manner
likely to be injurious thereto including selection of supplies; not to
remove or permit removal from original location, o make or permit any
alteration therein without the prior consent of Burroughs, to permit
repection by Burroughs at reasonable time:y to assume full risk of
loss or damage thereto after ,delivery to Customers location. Customer
shall procure and maintain fire and extended coverage insurance to the
full insurance value of the equipment, with lass payable to Burroughs
and Customer as their interests shall appear.
9. iTntil completion of the obligations contained in paragraph 2,
in the event Customer desires to add component(s) to its system(s)
as initially listed in paragraph l hereof, such additions may be effected
by the issuance of a Purchase Order by Customer which is accepted by
Burroughs. The prices shall be those in effect when the order is placed,
and the order shall refer to aA.d be subject to the terms of this agreement.
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Each such order shall list the added component(s), applicable prices, terms
of payment and any •ther special matters. In all other respects this agreement
4= shall be fully applicable thereto as written. -Customer shall have the option
of entering into a new 7 year agreement at the then :applicable list price
and interest rate under the same terms and conditions, for the additon balance.
10. Until completion of the obligations contained in paragraph 2, the
Customer may upgrade currently installed components that do not require
physical replacement, at anytime without penalty by paying the difference be-
tween the original list prices and the then current list prices and applying
the then current interest rate. Sucl, upgrading may be effected by the
issuance of a Purchase Order by Customer which is accepted by Burroughs.
Each such order shall list the upgraded component(s), applicable prices,
credits, if any, terms of payment and any other special matters. Policies
and termination privileges, that apply to the initial system purchase
agreement will also govern the upgraded r�quipment. Customer shad: have
the option of entering into anew 7 year agreement at the then current list
price and interest rate, under the same terms and conditions, for the
difference balance.
11. Software
Burroughs agrees to make available to Customer at no ad
charge during the first five year period following purchase on the basis
hereinafl ,: defined, all standard software which Burroughs makes available
as a standard price book item to equipment users both heretofore made
available and any which is subsequently developed and made available during
the five yearn',eriod (such software to consist of programming languages,
operating aystems, util�';r orograms acid application packages, but not to
.6.
include software developed under separate contracts for specific customers).
-this provision conveys only a non-exclusive license under Burroughs'
proprietary rights to such program material for use on equipment purchased
herein, but such license does not include the right to repproduce, publish,
or license such program material to others. Burroughs expressly reserves
and Customer expressly consents that the entire right and title to such
program material shall remain in Ba.irroughs, and Burroughs has the exclusive
right to protect by copyright or otherwise to reproduce, publish, sell
anddistributesuch material to any other customer.
In recognition of Burroughs" property rights in program material
delivered to Customer, Customer further agrees to place on each copy or
reproduction of such program material for use on his equipment the
Identical notice contained on the program material furnished by Burroughs
to Customer.-
12. This agreement shall be governed by the laws of the State of
California. There are no other understandings, agreements, representations
or warranties, express or implied, not specified herein, respecting this
agreement or the e4uipment purchased hereunder.
IN WITNESS WHEREOF, the parties hereto have executed the within
agreement the day and year first above w•ritterr.
CITY OF HUNTINGTON BEACH BURROUGHS CORPORATION
BUSIKISS MACHINES GROUP
By G
:Mayor
Title: VICa PRE (DENT-MA�'aKE"d"liVG
ATTEST -
(lop,
d—rt/
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CITY OF HUNTINGTON B::5;ACH
B250G CONFIGURATION
ATTACHMENT A & B
Model No.
Description
Purchase
B2502
Central Processor with 4 1/0 Channels
$ 69,360
B2740-1
Standing ,Level Coasole
72.0
B2730
Floating Point
2,400-
2_ B2710
Type A 1/0 Channel
2,400
i B2004
40 KB Core Marrory
82,800
B9111
Card Reader (800 c.p.m.)
16,250
I�
( B2110
Card Reader Control
2,400
B9212
Card Punch (150 r..p,m•)
20,640
!T B2212
Card Punch Coutrol
2,400
B9242-1
Line Printer (860 l.p.m.)
48,000
B9941
Additional 12 Print Positions
2,000
B2242
Printer Control
3,60u
B9,581-2
36KB Cluster (2 Station, 9`CH. 800 b.P.i.)
43,200
B2381-1
Cluster Control
9,600
B9372-7
20 Million Byte -Disk "to -age 23 m,s.
57,600
B9371-2
D.F.E.U.
31,200
B2373
Disk File Control
90600
B9340
Guperv'isory Printer & keyboard
2,640
B2340
SPO Control
3,600
LIST PURCHASE PRICE
$410,410
SALES TAX 55/4
20,520
NET PURCHASE PRICE
$430,930
MULTIPLY BY MONTHLY FACTOR
x .01391
MONTHLY ,PAYMENT (84 months)
$ 5,994
I
Burroughs Corporation
EQUIPMENT AND SYSTEMS MARKETING DIVISION
AGREEMENT 2'CIR EQUIPMENT LEASE AND MAINTENANCE
LESSEE (Firm J coreCIL Fall
NUMBER STREET
My ZONE STATE
Burroughs Corporation, Equipment and Systems Marketing Division. hereinafter.
referred to as "Lessor", agrees to furnish and the Lessee agrees to accept fo- lease
a.v the foregoing place of installation the equipment listed below, instructions in its
operation, and maintenance seryice thereon, upon the following tei7*:a aJ,d conditions;
REGULAR
W _OTHLY
ITEM NO. MODEL AND DESCRIPTION QUANTITY CHAWE EA H
1 B300 Cot"tiMl Fs°=e$#*Z 1 $19"5.
2 WO AdditImal 49M Chzrutsrs 1 275,
3 914 Hagmt1c Tape 1/0 C+outivl 1 153,
4 815 Dick File, 1/0 Coia l 1 1S,
5 Z124 rare wT 1 400.
4 8303 Camd PUWb 1 450.
7 ry 1 E.i"A 9rfV%1 1 11M
a 13423 Vagiotic Tape ftit 1
® s
493.
9 B450 ftsic r1F'/DC CAbi mt 1
255.
10 B247 Dick Film Comttel 1
40,
11 B471 Zlectrmic Unit 1
710.
12 n 6?JID1fte H*ftle 1
me
of squipomt to bo an or m 1,
2967
about
PPLINTED IN U.S.A. 1
UXTa•2151 (ReY. 5-W
r'r
urroughs Corpo>r atio3a
o
D
EQUIPMENT AND SYSTEMS' MARKETFNG DIVISION
AGREEMENT ` FOR EQUIPM�NT LEASE AND MAINTENANiCE'
ADDENDUM
for
Measured
'Time Usage plan
:liiS ADDENDUM, eXecuted as of this, �TUay of� 19
being an Addendum to thn "Agreement for Equipment .:ease and ldalntenance" between Burroughs far. 1
potation and the undersigned Uess:,e and calling for a Measured Time Usage Plan, arrangement;
WITNESSETH:
in consideration of the reduced a%are of the Burroughs EDP equipment and other mutual promise:.
and covenants as hereinat'ter s,c forth, the parties agree a% fol)owst
(1) The period of lease subject to this MTU Plan ;thal/ be three years, and the per?ud referred to
in paragraphs 1 and ;iv of the above -noted Aarfiement shall be changed accordingly (if a: contr-
ary period appears therein ),
(2) The "Regular Monthly charges" normally applicable (Pxeept those as to the B122, 11123 or
B120 for which no reductions are_alloAvd) shall he reduced by 40%. thereof and the hours of
usage per month covered by sueh reduced monthly charges shall he 11 "too hours or less"
rather than the 11176 hours or lest:, " hoth at which shall amrud paragroph 1d at the ahavc-
noted Agreement accordingly The 111761, figure in paragraph Bh is nlso changed to 111001'
(a) The ohargP for each hour of " ra apprutian'l in exerss of the too hours ehove aperi€led
shall hP .20E of the Regular Monthl,t rhargv.,; for the equipment, and >;hall ho substituted in
Lparagraph tilt of the above -noted Agreement.
(4) Paragraph le defining "Operation Timer' iH hereby delc•tvd and it)(- falloMing S- ..ub-;tltuted;
11 00peratins time? far euch component of the system IN dot'hiod aF, the logged time on the
central processor (main frame) excluding idle time between job.,; and the time that the ccntril
vroeessor it antler the control of Let:nor for the pvrformanrtw of maintenance 11 Paragraph 1,11
Its acco:di;tgly deleted without e;ub.ntrtvInn,
(5) Except as herainabove provided the aforosuld ''Agreement for !;quipment .,ease and Mainteouncto,
shall apply as written{
LESSOR LESSEE
T3['RttQL Cris CORPORATION MY of 1tva .$l a B ah
EQUIPNtEN ✓e YSTE ` MARKETING DIVISION
11Y _ �J / tiY ��s' .•i• G=^µ e�'7'�G'rt7
AVMTI
TITLE Vice President city
`CI'f L E Haw
Aff""d as to WIN
1"r
MKTO. 2411 6 t Rev, 6166
1!
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e:.
1. Period of
This agreement shall become effective as of the date accepted by Lessor, and shall <remain, in
Agreement
effect until terminated as herein provided. It may be terminated by either party at the expira-
tion of the period of lease.. (The period shall be one year and shall extend from commence-
merit of rental on the entire initial system. installed unless otherwise stated herein or in an
attachment hereto.) This agreement may also be terminated at the end of any calendar month
thereafter. Written notice of any suc-h termination shall be given to the other party at least
ninety (90) days prior to the date of termination. The period for termination as to components
added pursuant to paragraph 9 hereof shall be the same as that for the initial systenr(s) listed
on page 1, subject to the requirements of said paragraph 9. Lessee's obligation to pay all rental
and other charges which shall have accrued shall survive any termination of this agreement.'
2. Delivery
Delivery will be made as soon as practicable by Lessor. In the event Lessee should desire de-
livery and installation of any component prior to installation of the total system and Lessor
has same available such partial delivery and installation will be performed by Lessor.
3. Charges
a. For the equipment and for other servicc3 provided herein Lessee agrees to pay Lessor rental
each month in advance, beginning on the day following that on which each comp .lent., of equip-
ment is installed ready for use. Lessor's right to receive rentals or other charges hereunder may
be assigned by Lessor.
b. In addition to the rentals and other charges specified herein, the Lessee shall pay amounts
equal to ;any Federal, State or Municipal taxes however designated, levied or based on such
rentals or other charges or upon this agreement or the equipment provided for in this agreement
or the use of such equipment or any such taxes or amounts in lieu thereof, paid or payable by
the Lessor in respeet to the foregoing, upon demand by Lessor, exclusive, however, of ordinary
personal property taxes and taxes based upon net income assessed against the Lessor.
c. Lessor may increase or decrease the monthly rates for the equipment installed hereunder
(including components added pursuant to paragraph 9), effective upon expiration of the initial
lease period of this agreement or at the end of any calendar month thereafter, to the amount
of the Lessor's revised regular _rental rates then in effect, by giving at least niney (90) days
prior notice of any such increase or decrease to Lessee.
d. The regular monthly charges hereir, specified are the minimum charges and shall apply to
operation of the components of equipment for 176 hours or less in any calendar month, except
that such charges for, and operation of components of equipment installed for a fractional part
of a calendar month will be prorated on the basis of a thirty (30) day month.
e. "Operation time" is defined as the time when power is on the system excluding idle time
between.jobs and time that the system is under the control of the Lessor for the performance
of maintenance. Where componentsare interconnected and programmed to operate as a sys-
tem for a given job, all such omponents shall be deemed to be in operation for the entire period.
any part of the system is of =;rating. Components which are not included in a given program
will not have operation time accumulated against them even though the components are inter-
connected.
f. !'there there is more than one component of identical type and model in a single system,
all of which are in operation during an entire calendar: month, the operation time charged to
each such component shall be the sum of the operation times of all such components divided
by the number of such components. Where rental rornmences or terminates on a component
during a calendar month such component shall be treated separately and not averaged.
g. The equipment components may be operated at any time or times convenient to the Lessee.
Any unused portion of the allowed operation time will not be carried over into other calendar'
months. For purposes of the.; agreement the term "component" shall be deemed to refer to each
unit having a separate regular morthly rental figure according to the sched.,le on page 1.
h. Fach hour of operation time of a con portent in excess of 176 hours per calendar month
(or st. excess of the prorated period of operation allowed for components installed for a frac-
tional part of a calendar month) will be charged for at an hourly "extra operation" rate of
1/176th of 2.57r of the regular monthly charge, provided, however, that program testing time
daring the 90 consecutive day period following the intial installation of the system(s) will not
be considered in determining "extra operation" time.
i. The Lessee shall maintain a record of the total operation time of eW. component during
the .calendar month, ir-,luding fractional daily hours. The lessee wril report to the Lessor
N
as soon as possible after the close of each calendar month ( using the form therefor provided by
Lessor), the total compensable extra'operation hours by coanponent, during the prior calendar
month, adjusted to the nearest half hour.
4. Title
Title to the above equipment and any additional or replacement equipment installed by T,essor
hereunder is and at all times shall remain in Lessor; and Lessor may remove said equipment
at any time after the termination of this agreement, The equipment is for operation at the
place of installation, only unless Lessor's prior written consent to any removal is obtained.
5. Installation
a. Lessor will furnish the equipment complete, ready for attacluneats by Lessee to electric
current supply meeting Lessor's equipment power requirements.
b. Environmental conditions and installation facilities must be in accordance wif,h Lessor's
installation requirements and shall be ready to receive the equipment at the time scheduled
for delivery.
c. Tile Lessee shall provide adequate working space within reasonable distance of the equip-
ment for use of Lessor's Field Engineering personnel. The Lessee shall also provide adequate
facilities and equipment for storage and safe -keeping of test equipment and spare parts.
d. Lessee's right in software made available by Lessor shall be limited to a non-exclusive
right to use such software whether generated solely by Lessor or jointly by Lessor and Lessee.
Lessee shall be responsible for deterraining appropriate use and :imitations of the software in
its operations.
6. - Maintenance
a. Necessary service and parts to maintain the equipment in good operating condition will
be furnished by the Lessor as a part of the regular or extra operation charges, as follows:
(1) Preventive maintenance needs will be determined by Lessor and will be provided be-
tween the hours of 5,30 a.m.. and 8:30 p.m., Monday through Friday, excluding national
holidays, at a time mutually agreeable to both parties. ;
(2) Emergency call service shall be provided during any daily eight (8) coasecufiive hour
period, Monday through Friday, excluding national holidays, selected by the customer
and agreeable to Lessor. Lessee agrees to give at least 30 clays notice prior to changing
the daily period.
(,'VOTE: On -site standby maintenance coverage is available at current policies and rates.)
b. Service by Lessor, other than as provided in paragraph 6a above, will be rendered subject
to availability of qualified field engineers at the then current man hour rate computed to the
nearest one-half (1/s) hour, with a minimum of one hour her call per man where such service
is during Lessor's regular working hours, and a two hour minimum in all other cases, Tillie
to be billed will include necessary travel time to and from Lessee's premises. However, charge-
able service hours during the month shall be decreased by the number of operation hours in
excess of 176 accumulated on the main frame during the month for which the Lessee pays extra
use charges. (Hours of use in excess of 176 for which the Lessee is not required to pay extra
usage charges, as during the fixed period specified in paragraph 3h, will not be included when
reducing the number of chargeable service hours.)
c. Lesscr's representatives shall have full access to the equipment, subject to Lessee's industrial
security rules. Lessee further agrees not to employ or use additional attachments, features, or
devices on the equipment, or makechangesor alterations in the equipment, without the written
consent of Lessor, Only those supplies are to be used which meet Lessor's specifications in all
cases where the performance of the equipment may be affected.
7. Transportation
Lessee shall fray transportation and drayage charges upon the equipment, bath from and to
Lessor's place of mrnufacture of the equipment at the time of delivery hereunder, such trans-
portation to be by a cw.ipetent carrier or carriers. Lessee shall also pay rigging charges in-
curred at destination (including cost of insurance to cover the exposure of loss or damage to
equipment during rigging operations) in the event delivery cannot be made with equipment
employed by household goods van lines. Lessor may arrange for, and prepay, transportation
and handling w:yh the understanding that these charges will subsequently be invoiced to the
Lessee. Lessor shall provide transit insurance and comprehensive public liability insurance
on the equipment at its expense.
8. Damages
a. Lessor shall trot be liable for any damages caused by delay in delivery. Lessor shall r•ot
be liable for any damages caused in rendering of repair hereunder, arising from any cause beyond
Lessor's reasonable control. Lessor shall not .in any event be liable for indirect or consequential
damages.
b. Lessee shall not be responsible for any loss r dar .ge to such equipment unless such loss
or damage is due to nuclear reaction, nuclear radiatit..i or radioactive contamination arising
out of the use by Lessee of radioactive materials.
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dl ,ur rh �. �{;. ''y' . f "h � '.;� ,.y. 'N' d .5 f�•" ' , � � y '�i f
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9. Additional
In the event Lessee desires to add any component to its system as initially listed on page 1'
Equipment
hereof such additions may be effected by the issuance of an Order by Lessee which is accepted
by Lessor, at rental charges then current for each such component. Such Order shall specific-
ally refer to this agreement, After acceptance thereof by Lessor such components shall be
deemed to be added to the list of components_ hereunder and shall be subject to the terms and
conditions i,creof ; provided, however, that in the event this agreement is terminated under
paragraph 1 before Lessee shall have paid one (1) year's rental on any such added compon-
ent(s) Lessee agrees to pay as liquidated damages such additional amount, if any, as may be
necessary to total one (1) year's rental thereon. Substitutions of equipment to expand or up-
grade Lessee's system(s) will be subject to Lessor's then current policies.
10. Termination
This agreement maybe terminated by cit's=cr party as provided in paragraph 1, or at any time
upon default by the. other party in any covenant hereof if such default is not corrected within
thirty (30) days after notice thereof. Upon termination hereof by either party, Lessee shall
pack the equipment for delivery (including all spare or replacement parts delivered by Lessor
hereunder) under the supervision and direction of representatives of Lessor. If Lessee shall
default in payment of any sum due hereunder for rental, or remove the equipment from the
premises to which it is delivered hcrzander without the written consent of Lessor, or breach
any oth,_ covenant or condition hereof, and such default or breach is not corrected within 30
days of notice thereof, then Lessor shall without further notice have the immediate right to
possessionandremova, of any delivered equipment free of any claims by Lessee of any nature
arising out of such repossession and removal and without prejudice to Lessor's right to any
rental or other charges due prior to i;uch repossession. Lessor may pursue alternative or addi-
tional and cumulative remedies provided by law.
11. Patent
a. Lessor shall defend any suit or j,roceeding brought against Lessee based on a claim that any
Indemnity
device made to Lessor's design and furnished hereunder constitutes an infringement of any
existing United States patent, provided Lessor is notified promptly in writing and is given tom-
plete authority and information required for the defense of same; and Lessor shall pay all
damages and costs awarded therein against Lessee, but shall not be responsible for any cost,
expense or compromise incurred or made by Lessee without Lessor's prior written consent.
b. In the event tiny device furmblied hercunder is in Lessor's opinion likely to or does become
the subject of sr claim fir patent infringement, Lessor may at its option and expense procure for
Lessee the right to continue ming said device or modify it to become noninfringing; but in
^?re event use of such device is prevented by injunction and Lessor fails to modify or otherwise
i_-ocure for, Lessee the right to continue Lsing it, Lessor will remove such device and refund
t% 1JIssee the amount paid in excess of a reasonable rental for past use.
c. Lessor shall not be liable for any patent infringement or claim thereof based upon use of
the device in combination with other devices not supplied by Lessor, or based upon use of the
device in other than those uses recommended by Lessor.
d. The foregoing states the entire liability of Lessor for all loss and damage whatsoever to
Lessee arising :roar patent infringement.
12. General
This agreement shall be governed by the laws of the State of Michigan. There are no under-
standings, agreements, representations or warranties, express or implied, other than those set
forth in a written addenrium or supplement executed simultaneously herewith, or as herein set
forth fully or incorporated by specific refcrcnre, respecting this agreement or the equipment
leased hereunder. The foregoing terms and conditions shall prevail regardless of the terms and
conditions of any Order issued by Lessee in connection with this agreement.
LESSOit
LESSEE
Burr�augI C ration
Cif' �$ g�� Be =h
F:quipmen r 3 yst
Marketi Division (CvsT are R >?rRx N
l3y,
CD
�- �� B .�
y
Vic* President `Knywr ATTotiTs
T03aaar�r
TITLE TITLE
31 1967 December 5g 1966
DATE: OF ACCFYTANCR BY LESSOR PATE OF O' FR Y L S E
Ap v�ed as to A)rmX
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Burroughs Corpora<atio
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EQUIPMENT AND SYSTEMS MARKETING DIVISION
AGREEMENT FOR EQUIPMENT LEASE AND MAINTENANCE
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LES, E (Fii— N-0
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NUMBER STREET
Olt ti t"' Mach caIf 340=14
My ZO&L STATE.
Burroughs Corporation, Equipment and Systems Marketing Division, hereinafter
referred to as "Lessor", agrees to furnish and the Lessee agrees to
accept for lease
at the foregoing place of installation the equipment listed below,instructions in its
operation, and maintenance service thereon, upon the following terms
and conditions:
REGULAR
MONTHLY
ITEM NO. MODEL AND DESCRiPTION QUANTITY
CHAIGE EACH
- $15 PAO $08 r/0 cwt3t:
Ike
.
303 caut, . , I
QW.
7 21 ti t
413 t�.a3�3 u uatl t" Via.
4,93t,
x.
9 .is'aslri 7a.c 's bi 5c �6
<,. %
it 13411 Ufttzent* Volt
no,
11 a475 4tarage 0ixlaa'
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PRINTEDIN U.S.A. 1
MKTG•2431 (Ae2 5,66)
1. Period of This agreement shall become effective as of the elate accepted by Lessor, and shall .,main in
Agreement effect until terminated as herein provided. It may be terminated by either 'party at the expira-
tion of the period. of lease, (The period shall be one year and shall extend from commence -
went of rental on the entire initial system installed unless otherwise stated herein or ^4n an
attachment hereto.) This agreement may also be terminated at tho end of any calendar month
thereafter. Written notice of any such termination shall be given to the other party at least
ninety (90) days prior to the date of termination. The period for termination as to components
added pursuant to paragraph 9 hereof shall be the same as that for the initial systems) listed
on page 1, subject to the require: ments of said paragraph 9. Lessee's obligation to pay all rental
and other charges which shall have accrued shall survive any termination of this agreement.
2, ' Delivery Delivery will be trade as soon as practicable by Lessor. In the event Lesclee should desire de-
livery and installation of any component prior to installation of the total system and Lessor
has same available such partial delivery and installation will be performed by Lessor.
3. Charges a. For the equipment and for other services provided herein Lessee agrees to pay 'Lessor rental
each month in advance, beginning on the day following that on which each compc:,2nt of equip-
ment is installed ready for use. Lessor's right to receive rentals or other charges liereundar may
be assigned by Lessor.
b. In addition to the rentals and other charges specified herein, the Lessee shall pay amounts
equal to any Federal, State or Municipal taxes however designated, levied or 'based on such
rentals or other charges or upon this agreement or the equipment provided for in this agreement
or the use of such equipment or any such taxes or amounts in lieu thereof, paid or payable by
the Lessor in respect to the foregoin ;, upon demand by Lessor, exclusive, however, of ordinary
personal property taxes and taxes bt. red upon net income assessed against the Lessor.
c. Lessor may increase or decrease the monthly rates for the equipment installed hereunder
(including components added pursuant to paragraph 9), effective upon expiration of the initial
lease period of this agreement or at the end of any calendar month thereafter, to the amount
of the Lessor's revised regular rental rates then in effect, by giving at least niney (90) days
prior notice of any such increase or decrease to Lessee.
d. The regular monthly charges herein specified are the minimum charges and shall apply to
operation of the components of equipment for 176 hours or less in any calendar monva, except
that such charges for, and operation of components of equipment installed for a fractional part
of a calendar month will be prorated on the basis of a thirty (30) day month.
e. "Operation time" is defined as the time when power is on the system excluding idle time
betwc�x jobs and time that the system is under the control of the Lessor for the performance
of maintenance. Where components are interconnected and programmed to operate as a sys-
tem for given job, all such components shall be deemed to be in operation for the entire period
any part of the system is operating. Components which are not included in a given program
will not have operation time accumulated against them even though the components are inter-
connected.
f. Where there is more than one component of identical type and model in a single system,
all of which are in operation during an entire calendar month, the operation time eharged to
each such component shall be the sum of the operation times of all such components divided
by the number of such components. Where rental commences or terminates on a component
during a calendar month such component shall be treated separately and not averaged.
g. The equipment components may be operated at anytime or times convenient to the Lessee.
Any unused portion of the allowed operation time will not be carried over into other calendar
months. For purposes of this agreement the term "component" shall be deemed to refer to each
unit having. a separate regular monthly rental figure according to the schedule on page 1.
li. Each hour of operation time of a component in excess of 176 hours per calendar month
(or in excess of the prorated period of operation allowed for components installed for a frac-
tional part of a calendar month) will be charged for at an hourly "extra operation" rate of
1/176th of 25/r of the regular monthly charge;; provided, however, that program testing time
during the 90 consecutive day period following the intial installation of the systeni(s) will not
be considered in determining "extra operation" time.
i. The Lessee shall maintain a record of the total operation time of each c'vmponent (luring
the calendar month, including fractional daily hours. The Lessee will repot to the Lessor
-A Ak Aft,
4
_. .. ...
Burroughs Corporation
EQUIPMENT AND SYSTEMS MARKETING DIVISION
AGREEMENT FOR EQUIPMENT LEA�A,: AND MAINTENANCE
ADDENDUM
for
_Measured Tirre Usage Plan
THIS ADDENDUM, executed as of this day of 19
being an Addendum to the "Agreement for Equipment Lease and Maintenance'' between Burroughs Cor-
poration and the Undersigned Lessee and. palling for a Measured Time Usage Plan arrangement;
WITNESSETH;
In consideration of the reduced usage of the Burroughs EDP equipment and other mutual promises
and covenants as hereinafter set forth, t)te parties agree as follows;
(1) The period of lease subject to t1)is ,%JTU Plan shall be three years, and the period referred to
in paragraphs 1 and 3c of the above -noted Agreement shall be changed accordingly (if a contr-
ary period appears therein ).
(2) The ''Regular Monthly Charges'' normally applicable (except those as to the B 2 JJ=1 or
LI�J for which no reductions are allowed) shall be reduced by 40% thereof and the hours of
usage ,per month covered by such reduced monthly charges shall be 1, 11100 hours or less"
rather than the P1176 hours or less, " both of which shall emend paragraph 3d of the above -
noted Agreement accordingly. The 11146" figure in paragraph bb is aibv changed to " 100 " .
(3) Th., charge for each hour of "extra operat_on" in excess of the 100 hours %bove specified
shall be .2017o of the Regul2r Monthly Chergei for the equipment and shall be substituted in
pe.auraph 3h of the above -noted Agreement,
(4) Paragraph 3e defining "Operation Time'' is hereby deleted and the fallowing is substituted;
" ''Operating time'. for each component of the system is defined as the logged time on tile
central processor (main frame) excluding idle time between jobs and the time that the central
processor is under the control of Lessor for the performance of maintenance." Paragraph 3f
Is accordingly deleted without substitution.
(5) Except as hereinabove provided the aforesaid "Agreement for Equipment Lease eld laintenanee"
shall apply as written.
LESSOR LESSEE
BURROUGHS CORPORATION mft,44"v
EQUIPMENT & SYSTEMS MARKETING DIVISION 4
US' B
�$ 1
TITLE TITLE
MKTO - 2431- a ( Rev. 6180 )'
as soon as possible after the close of each calendar month (using the form therefor provided by
Lessor), the total compensable extra operation hours by component, during the prior calendar
month, adjusted to the nearest half hour.
4. Title
Title to the above equipment and any additional or replacement equipment installed by Lessor
hereunder is and at all times shall remain in Lessor; and Lessor may remove said equipment
at any time after the termination of this agreement. Tile equipment is for operation at the
place of installation only unless Lessor's prior written consent to any removal is obtained.
5. Installation
a. Lessor will furnish the equipment complete, ready for attachments by Lessee to electric
current supply meeting Lessor's equipment power requirements.
b. Environmental conditions and installation faeiiities ;,lust be in accordance with Lessor's
installation requirements and shall be ready to mceive the equipment at the time scheduled
for delivery.
c. The Lessee shall. provide adequate working space within reasonable distance of the equip-
ment for use of Lessor's Field Engineering personnel. The "Lessee shall also provide adequate
facilities and equipment for storage and safe -keeping of t-st equipment and spare parts.
d. Lessee's right in softwt,.remade available by Lessor shall be limited to a non-exclusive
right to use such softwarf; whether generated ?l ly by Lessor or jointly by Lessor and .`Assee.
Lessee shrill be responsible for ;determining appropriate use and limitations of the software in
its operations.
6. Maintenance
a. Necessary service and parts to maintain the equipment in good operating condition ,will
be furnished by the Lessor as a partofthe regular or extra operation charges, as follows:
(1) Preventive maintenance needs will be determined by Lessor and will be provided be-
tween the'!,ours of 5:30 a.m. and 8:30 p.m., Monday through Friday, excluding national
holidays, a a time mutually agreeable to both parties.
Q, Fmergency call service shall be provided during any daily eight (8) consecutive hour
period, Monday through Friday, excluding national holidays, selected by the customer
and agreeable to Lessor. Lessee agrees to give at least 30 days notice prior to changing
the daily period.
(NOTE, On -site standby maintenance coverage is available at current policies and rates.)
b. Service by Lessor, other than as provided in paragraph 6a above, will be rendered subject
to availability of qualified field engineers at the then current roan hour rate computed to the
nearest one-half (1/_,) hour, with a minimum of one hour per call per man where such service
is during Lessor's regular working hours, and a two hour minimum in all other cases. Time
to be billed will include necessary travel time to and from Lessee's premises. however, charge-
able service hours during the month shall be decreased by the number of operation hours in
excess of 176 accumulated on th- main frame during the month for which the ,Lessee pays extra
use charges. (Hours of use in excess of 176 for which the- Lessee is not required to pay extra
usage charges, as during the fixed period specified in paragraph 3h, will not be included when
reducing the number of chargeable service hours.)
c. Lessor's representatives shall have full access to the equipment, subject to Lessee's industrial
security rules. Lessee further agrees not to employ or use additional attachments, features, or
devices on the equipment, or make changes or alterations in the equipment, without the written
consent of Lessor. Only thk-.= supplies are to be used which meet Lessor's specifications in all
cases where the performance of the equipment may '.e affected.
7. Transportation
Lessee shall 'pay transportation and drayage charges upon this equipment, both from and to
Lessor's place of manufacture of the equipment at the time of delivery hereunder, such trans-
portation to be by a competent carrier w Barriers. Lessee shall also pay rigging charges in-
curred at destination (including cost of insurance to cover the exposure of loss or damage to
equipment during rigging operations) in the event delivery cannot be made With equipment
employed by household goods van lines. Lessor mflv arrange for, aid prepay, t; ansportation
and handling with the understanding that these chargcs will subsequently be invoiced to the
Lessee. Lessor shall provide transit insurance and comprehensive public liability insurance
on the equipment at its expense.
8. Damages
a, Lessor shall not be liable for any damages caused blr delay in delivery. Lessor Yhall not
b,p liable for any damages caused in rendering of repair Hereunder, arising froal any cause beyond
Lessor's reasonable control. Lesser e4;all not in any event be liable for indirect or consequential
damages.
b. Lessee shall not be responsible for any loos or damage to such equipment unless such loss
or e'amage is due to nuclear reaetiot,, nuclear radiation or ra.ilioaetive conta►nination arising
out of the use by Lessee of radioactive materials.
.r
9. Additional
In the event Lessee desires to add any component to its system as initially listed on page 1.
Equipment
hereof such additions may be effected by the issuance of an Order by Lessee which is accepted
by Lessor, at rental charges then current for each such component. Such Order shall specific-
ally refer to this agreement. After acceptance thereof by Lessor such components shall t _
deemed to be added to the list of components hereunder and shall be subject to the terms and
conditions hereof; provided, however, that in the event this agreement is terminated under
paragraph 1. before Lessee shall have paid one (1) year's rental on any such added compon-
ent(s) Lessee agrees to pay as liquidated damages such additional amount, if ;, .y, as may be
necessary to total one (1) year's rental thereon. Substitutions of equipment to expand or up-
grade Lessee's systems) will. be subject to Lessor's then current policies.
10. Termination
This agreement may be �erminatod by either party as provided in paragraph 1, or at any time
upon default by the ether party in miy covenant hereof if sue), nefault is not corrected within
thirty (30) days after no -,.v thereof. Upon termination hereof by either party, Lessee shall
pack the equipment for delivery (including all spare or replacement parts delivered by Lessor
hereunder) under the oupervision and direction of represeitatives of Lessor. If Lessee shall
default in payment of any sum due hereunder for rental, or remove the equipment from the
premises to which it is delivered hereunder without the written consent of Lessor, or breach
any other covenant or condition hereof, and such default or breach is not corrected within 30
clays of notice thereof, then Lessor shall without further: notice have the immediate right to
possession and remova, of any delivered equipment free of any claims by Lessee of any nature
arising out of such repossession and removal and without prejudice to Lessor's right to any
rental or other cha,_;;s due prior to such repossession. Lessor may pursue alternative or addi-
tional and cumulative remedies provided by law.
11. Patent
a. Lessor shall defend any suit or proceeding brought against Lessee based on a claim that any
Indemnity
device matte to Lessor's design and furnished hereunder constitutes an infringement of any
existing United States patent, provided Lessor is notified promptly in writing and is given com-
plete authority and inforniatiem required for the defense of same; and Lessor shall pay all
dlzmages and costs awarded therein against Lessee, but shall not be responsible for any cost,
expense or compromise incurred or made by Lessee without Lessor's prior written consent.
b. In 0eevent any device furnished hereunder is in Lessor's opinion likely to or does become
the subjet,t of a claim for patent infringement, Lessor may at its option and expense procure for
Lessee thtr right to continue using said device or modify it to become noninfringing; but in
the event use of such device is prevented by injunction and Lessor fails to modify or otherwise
procure far I:essee the right to continue using it, Lessor will remove such device and refund
to Lessee the amount paid in excess of a reasonable rental for past use.
c. Lessor shall not be liable for any patent infringement or claim thereof based upon use of
the device in combination with other devices not supplied by Lessor, or based upon use of the
device in other than those uses recommended by Lessor.
d, The foregoing states the entire liability of Lessor for all loss and damage whatsoever to
Lessee arising from patent infringement.
12 General
This agreement shall be governed by the laws of the State of Michigan. There are no under-
standings, agiecments, representations or warranties, express or implied, other than those set
forth in a written addendum or supplement executed simultaneously herewith, or as herein set
forth fully or incorporated by specific reference, respecting this agreement or the equipment
leased hereunder. The foregoing terms and conditions shall prevail regardless of the terms and
conditions of any Order issued by Lessee in connection with thin agreement. '
LESSOR
LESSEE
Burroughs Corporation, city of, Omtlf m
Equipment and Systems Marketing Division ( :MM R FIRM xn .
By—
I3
-61
TITLE TITLE
!;_ 2
DATE Or ACCEPTA\CF 11Y LESSOR DATE OF ORD?If BY L 'S 3E
M
9
®,r
m
OFFICE MEMORANDUM�7
Doyle Miller
To Date May 13, 1970
City Administrator
From Frank B. Arguello In Re Computer Hardware
Director of Finance Contract
The three year contract on our present computer hardware will expire
on December 27, 1970,-and we must be in a position within the iiext 3n-45
days to renew our present configuration at new cost or er,�.3r into a new
agreement based on an improved system at the same cost of old.
The Burroughs Corporation has provided me with five different con-
figurations for our consideration. These are:
1. A B500 (our present) with 19.2K memory acquired under a seven-
year purchase agreement at a monthly rental of $5,999.We would
own the equipment after 7 years.
2. A B2501 system with. 40.KB memory offering twice the throughput
of a B500 and 20 million bytes of disk storage acquired under a
seven-year purchase agreement at a monthly rental of $6,860.
3. A B2501 system identical to #2 above, but _acquired under a measured
time usage agreement at a monthly rental of $6,435.
4. A B2502 system with 40.KB memory and 20 million bytes of disk stor-
age acquired und.ar a seven-year purchase agreement at a monthly
rental of $7,041. This system is readily expandable to include
input-output channels and data communication.
p
5. A B2502 system identical to #4 above, but acquired under a: measured
time usage contract at a r9nthly rental of $6,632
Our p•^esent configuration rents for $5,477.85 per month which will
increase, because of size of water, utility file, to-$6,085.00 per month
in January 1971. The finalization of our traffic record system sometime
in early 1971 will necessitate an increase of another $604 per month to
cover cost of additional storage capacity required. This would bring the
total cost of our equipment rental to $6,689 per month on our present equip-
ment.
Since our present configuration will not permit us to perform many of
the data communication systems we foresee in police and fire, we are n¢w
forced to make a decision which will have a tremendous impact on what we
do in the near future with our system; i.e., we should and must determine
now whether or not -- at the same cost; to increase our computer capabil-
ities by r-_-ising our present configuration to the next higher speed system.
In my opinion, there is only one answer and that is to renew our contract on
the basis of the improved system and that we should do it now to permit us
to make this necessary conversion over the next 6-9 months,
'a
Doyle Miller
May 13, 1970
Page 2
The difference between a seven year purchase (#4 above) and a five
year lease (#5 above) is only $409 per month, but I would recommend
against purchase because of coming technological advances. It is highly
possible that within seven years our needs will exceed any in-house com-
puter we might contemplate. We may want to retain our new configuration
for all the* present applications and go on -line -with a larger centrltlized
computer to handle our more sophisticated systems. In either respect, I
can't envision our City ever acquiring a system any larger (in-house) than
the one I am recommending we go to now. However, in the event we should
find at the end of 5-7 years that we should go to the next higher system,
then the one I am recommending is directly compatible to the next few
in -line, more sophisticated systems offered by Burroughs, and there would
be no conversion problems involved.
Therefore, I would request that you, administratively, grant per-
mission to renew our contract at the new rate for a 5-year period. This
will permit us to gear our present system for conversion but, even more
important, will permit us to write the new systems in a more compatible
manner. In effect, we can go four times as far and four times as fast
for the same money. I wouldrequest that early action be taken to take
advantage of prices before the coming price increases take effect.
Respectfully submitted,
l
Frank B. rguello
Director of Finance-
FBA/b
Consent Calendar 7/20 70
r
M B M:0 P A N D U M
TO Honorable Mayor and City Council
FROM: Doyle Miller, City Administrator!
DATE: July 14, 1970
Authorization is requested for the Mayor and Clerk to
execute a ,five year contract with the Burroughs Corporation
for computer hardware as outlined in the attached memorandum
from the Director of Finance
Our present contract will expire in. December and the new
contract will allow us to take care of any expanded use
of our computer equipment that may become necessary.
Doyle Miller
City Administrator
DM:bwo
attach