Resolution 81-16597 l•
RESOLUTION NO. 81-16597
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA AUTHORIZING A
TWELVE-MONTH LEASE OF DATA PROCESSING EQUIP-
MENT AND MAINTENANCE SERVICES FROM BURROUGHS
CORPORATION.
The City Manager , with the concurrence of the General
Services Director and the Acting Director of Management Informa-
tion Systems, have recommended immediate execution of a one-year
contract with Burroughs Corporation to maintain and service the
City' s existing computer , pending installation of the new Hewlett-
Packard system.
The Commission has reviewed the administration' s recom-
mendations and the proposed contract, and concludes that it is in
the best interests of the City to execute the agreement.
Based on the recommendations, the City Commission of the
City of Miami Beach, Florida hereby authorizes the City Manager to
execute the attached lease with Burroughs Corporation.
Passed and Adopted this 4th day of March, 1981.
ATTEST:
4-11111:1-1
City Clerk
APPROVED
LEGAL DEPT.
BY tq-
TA\G- v.
Date
TMP:ab
OFFICE OF THE CITY ATTORNEY - 1700 CONVENTION CENTER DRIVE -MIAMI BEACH,FLORIDA 33139
Burroughs Corporzition
BUSINESS MACHINES GROUP
AGREEMENT FOR EQUIPMENT LEASE AND MAINTENANCE
DATA PROCESSING PRODUCTS
CUSTOMER
CITY OF MIAMI BEACH
(Firm Name)
1700 CONVENTION CENTER DRIVE -
(Number) (Street)
MIAMI BEACH, FLORIDA ..
(C� (State) (Zip Code)
BURROUGHS CORPORATION, Business Machines Group, Burroughs Place, Detroit. Michigan 48232 ("BURROUGHS"), by its ac-
ceptance agrees to furnish and CUSTOMER agrees to accept for lease the equipment set forth in this Agreement.
REGULAR TOTAL REGULAR TOTAL
ITEM MODEL AND MONTHLY MONTHLY PURCHASE
NO. DESCRIPTION DUANTITY CHARGE EACH CHARGE PRICE
1 B2805-2sy UPGRADE FROM
B2805-1sy 1 2,205 549000
including B91 1 6 CARD READER 1
B9247-16 LINE PRINTER 1
B9387-41 D/P CONTROLLER 1
B9484-5 130MB DISK PACK 1
B9499-10 1X4 TAPE EXCHG 1
m B9495-7 40kb TAPE DRIVE 1
2 B9494-41 360MB DISK DRIVE 1 733 24,000
Y B9495-8 80h'� TAPE DRIVE 1 368 10,000
B9495-8 80 KB TAPE UPGRADE 1 32 1 ,000
r B9 47-14 11 0 0 LPM PRINTER UPGRADE NC NC
Total One-Time F►et� Installation Charge for All Data Sets and Add-on Equipment S ( 0)
Remedial Maintenance Service Plan 5 9 •
1 3 Deduction to Regular Monthly Rental-All in
accordance with Section 6(c).
INITIAL LEASE PERIOD: 1 2 MONTHS.
This Agreement (including the agreements incorporated by reference in Section 21) constitutes the entire agreement, under-
standing and representations express or implied,between the CUSTOMER and BURROUGHS with respect to the equipment 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
ACCEPTED: - ,
,f ALL ITS TERMS AND CONDITIONS.
/
Burroughs Corporation /A CITY OF_MIAMI BEACH
9 /
�' ustorr4
ByBy
,- ru_:7>/0r.if ...tur- a old oa razed Signature City Manager
/ /- 4, . / - .. -r'' Attest:
je . i • El•aine Matthews Title City Clerk
--- .7? p _6 7March 4, 1981
a:t Date
1909942(Rev 4 80)
•
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tuj r u Te neyuTar Murrrriry kdr1irge snarl enirri e I U1V;P z.N to
-MIS Agreement shall be effective on the date accepted and unlimited systems use, except for time required by BUR-
executed by an authorized representative of BURROUGHS,and ROUGHS for preventive or remedial maintenance.,
shall continue in effect until terminated according to its terms. (e) Any other reference in this Agreement. including
ng
2. PERIOD OF THE LEASE agreements incorporated by reference, to remedial mainte-
The initial period of the lease of the equipment shall be as set forth nance Plan A is understood to refer to remedial maintenance
on the face page and shall begin on the date rentals start on the Plan 59.
last unit of the equipment initially ordered and installed.The term (f) BURROUGHS may increase or decrease the net monthly
of the lease shall continue after the initial lease period until charges for the equipment installed under this Agreement
terminated at the end of any calendar month by either party giving (including components. replacement and additional sys-
the other party at least sixty(60)days prior written notice stating tem(s) added or substituted under Section 9) from time to
the termination date. time after the first anniversary date of the initial lease period,
3. DELIVERY but not more than once during any lease year.The amount of
Deliverywill be made as soon as reasonablyby the changes shall not exceed the difference between the
possible BUR- g
ROUGHS. monthly maintenance rate in effect on the date the Agree-
ment was accepted for the maintenance service to be pro-
4. INSTALLATION vided hereunder and such monthly maintenance rate in ef-
(a) The initial installation will be performed by BURROUGHS fect on the effective date of such change(as established by
during BURROUGHS normal working hours at no additional BURROUGHS price book and its stated policy). Notice of
charge. If installation or removal of the equipment by BUR- each change will be given to CUSTOMER in writing at least
ROUGHS is precluded by local law, union agreement or sixty (60) days before the effective date of the change.
otherwise, BURROUGHS will supervise the installation or (g) After the expiration of the initial lease period, BURROUGHS
removal and CUSTOMER will bear any additional costs may increase or decrease the net monthly charges for
caused thereby. equipment (including components, replacement and addi-
(b) CUSTOMER shall prepare the site to meet BURROUGHS tional system(s) added or substituted under Section 9) to
installation specifications which have been provided to BURROUGHS regular one year monthly lease rate then in
CUSTOMER and the site shall be ready to receive the effect by giving CUSTOMER at least sixty (60) days prior
equipment at the time scheduled for delivery.Environmental written notice of any increase or decrease, unless a new
conditions meeting the specifications shall be continuously extended term lease agreement is entered into with BURT
maintained by CUSTOMER. ROUGHS.
5. DESTINATION AREA TRANSPORTATION
BURROUGHS will arrange for transportation and drayage to and 7. EQUIPMENT MAINTENANCE
from the premises at which the equipment is to be located, and (a) Preventive Maintenance and Engineering Changes
CUSTOMER shall pay transportation and drayage charges BURROUGHS shall install mandatory and optional
(Destination Area Transportation Charge) according to BUR- engineering changes and provide preventive maintenance
ROUGHS published prices in effect at the time. in addition, if and parts to maintain equipment in good operating condition,
delivery to or from the installation site within the CUSTOMER'S as determined by BURROUGHS. This service will be pro-
premises cannot be made with equipment normally employed by vided during such hours between 0700 and 2400, Mondays
the equipment carrier,any costs for special rigging(including the through Fridays, excluding BURROUGHS recognized holi-
cost of insurance) shall be paid by CUSTOMER. days,as are within the Remedial Maintenance Plan identified
on the face page of this agreement. CUSTOMER will allow
6. CHARGES AND REMEDIAL MAINTENANCE PLANS BURROUGHS full access to the equipment to provide the
(a) For equipment and maintenance, CUSTOMER agrees to necessary maintenance.
pay BURROUGHS rental each month in advance,beginning
on the day following that on which each component of
equipment is installed ready for use. (b) Remedial Maintenance
(1) BURROUGHS will, under the designated plan, provide
(b) Rentals and all other charges shall be paid no later than ten remedial maintenance for each system.All components
(10) days after receipt of invoice. CUSTOMER shall pay a located at the same site and interconnected by BUR-
late payment charge computed at the rate of one and one- ROUGHS'signal and power cables,or their equivalent,
half percent (11/2%) per month on the unpaid amounts for are required to be subject to the same designated Re-
each calendar month(or fraction thereof)that such payment medial Maintenance Plan. BURROUGHS shall provide
is in default. CUSTOMER with remedial maintenance under Plan 59
(c) The Regular Monthly Charge reflects the charge applicable for all other equipment delivered hereunder which is not
for the initial lease term set forth on the face page and so interconnected by BURROUGHS' signal and power
remedial maintenance service on a twenty-four (24) hour cables, unless CUSTOMER procures additional cover-
basis, Monday through Sunday, excluding BURROUGHS age at BURROUGHS' applicable charges therefor.
recognized holidays(Plan 724), unless one of the following (2) if CUSTOMER requests remedial maintenance outside
optional remedial maintenance service plans is selected. of the hours specified in the applicable Remedial
Optional remedial service plans are set forth below: Maintenance Plan BURROUGHS shall provide same,
PLAN 59:BURROUGHS will provide remedial maintenance subjectto the availability of field engineers,at its hourly
anyrates then in effect. Travel time to and from CUS-
service during nine 9( )consecutive hours from 7:00 A.M. TOMER's premises will be included in these charges.
to 6:00 P.M., Monday through Friday agreed to by the par-
ties, excluding BURROUGHS recognized holidays. (c) Attachments
PLAN 516: BURROUGHS will provide remedial mainte- CUSTOMER agrees not to employ additional attachments,
features, or devices to the equipment, make alterations to
nance service during any sixteen (16) consecutive hours, the equipment,or permit the maintenance of the equipment
Monday through Friday agreed to by the parties, excluding by other than BURROUGHS' personnel without the written
BURROUGHS recognized holidays. consent of BURROUGHS.BURROUGHS shall not be liable
PLAN 716: BURROUGHS will provide remedial mainte- for loss or damage to CUSTOMER resulting therefrom,and
nance service during any sixteen (16) consecutive hours, CUSTOMER shall be liable to BURROUGHS for any dam-
Monday through Sunday agreed to by the parties,excluding age or repair costs incurred by BURROUGHS as a conse-
BURROUGHS recognized holidays. quence thereof.
CUSTOMER will provide adequate working space within ROUGHS must pay and/or collect the tax from CUSTOMER
reasonable distance of the equipment for use of BUR- according to applicable law, as interpreted by the departmental
ROUGHS field engineering personnel and facilities for stor- authorities of the taxing unit. It shall be CUSTOMER'S sole obli-
age and safekeeping of test equipment and spare parts. gation after payment ent to BURROUGHS to challenge the applica-
(e) Supplies bility of any tax.
(1) Equipment maintenance charges do not include the
furnishing of supplies (such as ribbons, cards, paper 12. DAMAGES AND RISK OF LOSS
tape, paper forms, or magnetic tape.) Only supplies CUSTOMER shall not be responsible to BURROUGHS for any
which meet BURROUGHS specifications shall be used damage or physical loss to the equipment unless the loss or
when the performance or maintenance of the equipment damage is due to nuclear reaction, nuclear radiation or radioac-
may be affected. tive contamination arising out of the use by CUSTOMER of
(2) Ribbons supplied by BURROUGHS at established radioactive materials.
prices will be installed free of charge when other service 13. PATENT INDEMNITY
work is being rendered. An appropriate charge will be
made if a special trip is required. (a) BURROUGHS shall defend or settle any suit or proceeding
brought against CUSTOMER based on a claim that any
(f) Other Services equipment made to BURROUGHS design constitutes an
In addition to the maintenance provided herein, BUR- infringement of any existing United States patent, provided
ROUGHS offers other maintenance, under separate BURROUGHS is notified promptly in writing and is given
agreements at applicable charges. CUSTOMER may con- complete authority and information required for the defense,
tract with BURROUGHS for such additional coverages or and BURROUGHS shall pay all damages and costs
services, as available, under written agreements. CUS- awarded therein against CUSTOMER, but shall not be re-
TOMER and BURROUGHS agree that such additional sponsible for any cost, expense or compromise incurred or
services cannot be the subject of,and will not be provided by, made by CUSTOMER without BURROUGHS prior written
an oral agreement. consent.
8. SUBSTITUTION OF EQUIPMENT (b) !f any equipment is, in BURROUGHS opinion, likely to or
BURROUGHS reserves the right to substitute equipment under does become the subject of a claim for patent infringement,
this Agreement,provided it is equal to or greater in capacity than BURROUGHS may at its option and expense procure for
the equipment specified herein. BURROUGHS may replace CUSTOMER the right to continue using the equipment, or
equipment when the condition and service requirements of it so modify it to become non-infringing, but if BURROUGHS is
indicate, in BURROUGHS sole opinion. not reasonably able to modify or otherwise procure for CUS-
9. ADDITIONAL EQUIPMENT TOMER the right to continue using it, BURROUGHS will
(a) CUSTOMER may elect to lease system(s)or component(s) remove the equipment and refund to CUSTOMER the
in addition to those listed on the face hereof and, subject to amount paid in excess of a reasonable rental for past use.
availability, BURROUGHS agrees to deliver such additional (c) BURROUGHS shall not be liable for any infringement or
system(s)or component(s)under the standard terms of this claim thereof based upon use of the equipment in combina-
Agreement. tion with other equipment or with software not supplied by
(b) CUSTOMER may elect to replace component(s) or sys- BURROUGHS or with modifications made by CUSTOMER.
tem(s)leased hereunder with component(s)or system(s)of (d) The foregoing states the entire liability of BURROUGHS to
greater monthly rental subject to BURROUGHS replace- CUSTOMER arising from patent infringement.
ment policy in effect at the time the order is placed.
(c) The lease of additional or replacement component(s) or 14. WARRANTY
system(s)may be effected by the issuance of an order which (a) No representation or other affirmation of fact, including but
is subject to acceptance by BURROUGHS.The initial lease not limited to statements regarding capacity, suitability for
period of such components(s) or system(s) shall be as use,or performance of the equipment shall be or be deemed
agreed to in the written order accepted by BURROUGHS.All to be a warranty by BURROUGHS for any purpose,nor give
charges for replacement or additional components(s) or rise to any liability or obligation of BURROUGHS what-
system(s)shall be those in effect when the written order, as soever.
provided in this paragraph 9, is placed. (b) EXCEPT AS SPECIFICALLY PROVIDED IN THIS
(d) The right of CUSTOMER to add or replace system(s)under AGREEMENT, THERE ARE NO OTHER WARRANTIES,
the standard terms of this Agreement shall terminate three EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
(3) years after the date of CUSTOMER'S execution of this TO,ANY IMPLIED WARRANTIES OF MERCHANTABILITY
Agreement.All orders for additional or replacement compo- OR FITNESS FOR A PARTICULAR PURPOSE.
nent(s) or system(s) shall refer to and be subject to the (c) In the event of employment by CUSTOMER of any non-
standard terms and conditions of this Agreement and all BURROUGHS attachment, feature or device on the equip-
other terms and conditions of the written order shall be void ment,or any part thereof,furnished by BURROUGHS here-
unless agreed to in a separate instrument accepted by an under, which has not been approved in writing by BUR-
authorized representative of BURROUGHS. ROUGHS, BURROUGHS shall not be liable under this
10. TITLE Agreement. The approval of the use of any non-
Title to all equipment installed hereunder is and at all times shall BURROUGHS attachment, feature or device shall not be
remain in BURROUGHS. BURROUGHS may remove the deemed to be a representation,warranty,or understanding
equipment at any time after the termination of the Agreement. by BURROUGHS regarding that non-BURROUGHS equip-
The equipment is leased for operation at the place of installation ment including its performance in conjunction with the BUR-
and CUSTOMER shall not remove the equipment to another ROUGHS equipment.
location without the prior written consent of BURROUGHS.
15. LIMITATION OF LIABILITY
11. TAXES (a) IN NO EVENT SHALL BURROUGHS BE LIABLE FOr
CUSTOMER shall pay BURROUGHS any tax(except tax based LOSS OF PROFITS, INDIRECT, SPECIAL, OR CONSE-
on net income and personal property tax on leased equipment)on QUENTIAL DAMAGES ARISING OUT OF ANY BREACVi
the Agreement,on or measured by the prices,other charges,the OF THE AGREEMENT OR OBLIGATIONS UNDER THE
equipment, program products, and services furnished, or their AGREEMENT.
• e 6,1'N3: .a- GM -,MDL FL)f I L.1\rv€- purchased. in no event shall the total lease credits exceed
\ AGES CAUSED BY DELAY IN DELIVERY, INSTALLATION fifty percent(50%)of the purchase price of-the e uOm
ent.
OR FURNISHING OF THE EQUIPMENT OR SERVICES
UNDER THE AGREEMENT. (b) Further, CUSTOMER may purchase any equipment which
has been on continuous lease by CUSTOMER for five (5)
(c) CUSTOMER shall assume full responsibility for the overall years by payment of ten percent(10%)of the purchase price
effectiveness and efficiencyof the operating environment in
p g herein, plus applicable taxes.
which BURROUGHS equipment and software are to func-
tion. (c) Upon payment as herein provided, title shall automatically
(d) No action arising out of any claimed breach of the Agreement vest in CUSTOMER. The purchased equipment shall be
subject � the terms and conditions of BURROUGHS then
or transactions under the Agreement may be brought by t�.:sate
either party more than two(2)years after the cause of action current agreement and the period of any warranty shall
be reduced by the period the equipment was on lease.
has accrued,and any BURROUGHS liability for loss or dam-
age arising out of any breach of this Agreement shall not 18. ASSIGNMENT
exceed a refund of rental theretofore paid under this Agree- BURROUGHS may assign this Agreement and convey its inte--
ment. est in the equipment, or assign the right to receive payments
16. TERMINATION without the CUSTOMERS consent,provided that BURROUGHS
(a) In addition to the termination rights provided in Section 2,this obligations to CUSTOMER shall not in any way be diminished.
Agreement may be terminated by either party at any time CUSTOMER may not assign this Agreement without BUR-
upon default by the other party if the default is not corrected ROUGHS prior written consent.
within sixty (60) days after receipt of written notice. The 19. PROGRAM PRODUCTS
written notice must set forth particulars of the alleged default. (a) All program products furnished by BURROUGHS
BURROUGHS may terminate this Agreement if CDS- � including
TOMER is in default in payment of any amount due for a program products jointly developed by BURROUGHS and
period of thirty (30) days. CUSTOMER, shall be subject to BURROUGHS Program
Products License,which is incorporated herein by reference.
(b) If CUSTOMER elects to replace component(s)or system(s) CUSTOMER shall be responsible for determining appropri-
leased hereunder as provided in Section 9, CUSTOMER ate use and limitations of the program products in its opera-
shall pay BURROUGHS an early termination charge, if any, tions.
in accordance with BURROUGHS standard published policy (b)
in effect on the date any replacement order is accepted by In the event that customer makes use of any software pro-
BURROUGHS. If the lease period with respect to any addi- gramming in connection with the equipment supplied here-
tional component(s) terminates before CUSTOMER has under,which is not provided by BURROUGHS,CUSTOMER
paid one year's rental on them,CUSTOMER shall pay addi-
tional amounts as necessary to total one year's rental tion or warranties with respect to any non-BURROUGHS
thereon. software,its performance on the BURROUGHS equipment,
or the service to be provided with respect to such non-
(c) If the CUSTOMER shall default in payment of any monies BURROUGHS software, and BURROUGHS shall incur no
due,or any other default is not corrected within the period set liability to CUSTOMER arising out of the use of such non-
forth above, then BURROUGHS, at its option, may enter BURROUGHS software or the furnishing of such services.
upon and remove the equipment from CUSTOMER'S prem- CUSTOMER acknowledges that no BURROUGHS software
ises. is being furnished to CUSTOMER by BURROUGHS except
(d) Upon request. CUSTOMER shall assemble the equipment pursuant to separate written license agreements between
and make it available to BURROUGHS at a place which is CUSTOMER and BURROUGHS.
reasonably convenient to both parties and to permit and 20. GENERAL
assist BURROUGHS in effecting the retaking and removal of (a) No modifications or amendment to this Agreement and no
the equipment. waiver of any provisions shall be valid unless in writing,
(a) The remedies provided herein shall be cumulative and shall signed by duly authorized representatives of the parties.Any
be in addition to all other remedies provided by law or equity. written order or other instrument issued by CUSTOMER
before or after the effective date of this Agreement pertaining
17. PURCHASE OPTION to the equipment or services provided under this Agreement
(a) Provided CUSTOMER is not in default and all charges due shall be void, except as otherwise provided in this Agree-
prior to date of purchase are paid. CUSTOMER may at any ment.
time during the term of the lease by written notice to BUR_ (b) The laws of the State of Michigan shall govern this Agree-
ROUGHS exercise an option to purchase any unit of equip g
ment leased hereunder by payment of the then current pur-
chase
ment.
price,plus applicable taxes,less fifty percent(50%)of 21. OTHER APPLICABLE AGREEMENTS
all lease payments (excluding taxes) made during the first The following BURROUGHS agreements are by this reference
thirty-six months of the lease term of the equipment to be incorporated in this Agreement.
FORM NUMBER CUSTOMER'S INITIALS TITLE OF AGREEMENT
ORIGINAL
RESOLUTION NO. 81-16597 111
(Authorizing a 12-mo. lease of data pro-
cessing equipment and maintenance services
from Burroughs Corporation)