HomeMy WebLinkAboutAgenda Statement 1973/03/13 Item 04AGENDA ITE'~4 X10. [ 4 ]
CHULA VISTA CITY COUNCIL MEETING OF: March 13, 1973
Resolution -
ITEM TITLE: Amending the Lease Agreement for a B2510 Burroughs Computer
INITIATED BY: Director of Finance
BACKGROUND
The original lease agreement was approved by the City Council on December 19,
1972. The agreement was then forwarded to Burroughs Corporation for approval
and signature.
They have requested four changes to the basic agreement. The requested changes
are not new items but were contained in the bid documents or in the financing
agreement with the bank. The Company felt they should be in the basic lease
agreement with the City and the City Attorney and I agree.
Item (1) Sales taxes are included in the bank financing and are part of
our annual payment.
Item (2) Transportation and rigging charges were $1,032.00 and were
included in the bid document.
Item (3) An update on their standard form for soft ware which we did not
have previously.
Item (4) Calls for a supplemental agreement to provide financing in case
Bank of America should cancel. City Attorney states this is a
fair and reasonable request.
ATTACHED: Resolution [g] Ordinance [ ] Agreement [ ] Plat [ ]
See EXHIBITS [X] No.
Financial Statement:
Commission-Board Recommendation:
Department Head Recommendation: Recommend approval
City Manager Recommendation: Concur
~~ ~ ~~
ACKNOWLEDGMENT OF RECEIPT OF ASSIGNMENT
Receipt is hereby acknowledged this 27th day of March
1973 , of a duplicate original of the foregoing Assignment of that
certain Lease Agreement with Option to Purchase dated the 15th
day of March. 1.97 3 entered into by and between
RtTRR0U0HS CORPORATION as Lessor and the undersigned
CITY OF CHULA STTSTA o f SADT DTFGO COUNTY
CALIFCRNIA as Lessee and said Assignment is hereby consented to.
The undersigned agrees to pay all rentals and moneys due or to
become due under said Lease Agreement with Option To Purchase to
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION at its
Chula Vista Office
295 "F" Street Office. Lessee agrees that said Bank
shall not be liable for any of the obligations or burdens of the
Lessor under said Lease Agreement with Option to Purchase.
~i~, - ~'
OF San Diego COUNTY, CALIFORNIA
By Mayor, City of Chula Vista
By
~E-
. ~ Burroughs Corporation
BUSINESS MACHINES GROUP
PROGRAM PRODUCTS LICENSE
Customer CITY OF CHULA VISTA Date: 3-6-73
Burroughs ("LICENSOR") grants and Customer ("LICENSEE") accepts, on the
following terms and conditions, a personal, nontransferable and non-exclusive right and
license to use the Basic Materials, Related Materials and Designated Systems Software
identified hereunder in the following Schedule, collectively referred to as Program
Products:
SCHEDULE
Designated Computer System B2510
CPU Serial Number (If Available) B10781l~E
Est.
Program Support Delivery Term of *Description Annual
Products Category Date License Charges of Charges Maint. Fee
B2500 MCP A 3-6-Z3 0
B2500 COBOL A 3-6-73 0
B2500 FORTRAN A 3-b-73 0
~,j00 TTT.TTTFS A 3-fi-~3 ~
B2 ~i0n FORTE A 3 ~ ~ 3 0-
Totals $ $
*Description of Charges Code: A -Monthly License Fee; B -One Time
License Fee (single payment); C -One Time
License Fee (Twelve monthly payments).
D -Other One Time Charges
PRINTED IN U.S.A. 1 MKTG 3685-6 (2/72)
1. Definitions (1) Basic Materials: Basic Materials shall mean the Licensed Program in machine readable or inter-
preted form, including printed listings or print-out form produced from machine readable input,
required operating instructions, input information or format specifications necessary for operation of
the Licensed Program, and shall further include the permitted copies made by LICENSEE as set forth
hereinafter.
(2) Related Materials: Related Materials shall mean all material other than Basic Materials furnished
by LICENSOR officially released and made available and pertaining to a Licensed Program and
including for example narrative and instructional documentation, user and operational guides, and
program training guides.
(3) Desi nated S stem Software: Designated System Software shall mean the current revisions of
programs an routines as re eased by LICENSOR to enable LICENSEE to operate a leased or pur-
chased hardware system, and shall include, for example, an operating system or control program, if
applicable, appropnate uitlity routines, and language processor(s) as specified by LICENSOR.
(4) Desi nated Com uter S stem: Designated Computer System configuration shall mean the proces-
sing unit esignate erein y type and serial number and those associated units which have the capa-
city to utilize or to call Licensed Program into use whether or not on the designated processing unit.
2. Licensed Subject to the terms and conditions set forth in this License, LICENSOR shall furnish LICENSEE
Program and with respect to each Program Product, the following:
Services if a Monthly License Fee is payable or no Charge is payable, the current unaltered release of the
Furnished Licensed Program as provided in azagraph 12, all revisions of the Licensed Program thereafter
released by LICENSOR during the Term of the license and the related services described in
paragraph 15;
if only a one time License Fee (single payment or twelve monthly payments) is payable, the
current release of the Licensed Program as provided in Paragraph 12, and for a period ending one
year and thirty (30 days from the date of such receipt to LICENSEE, all revisions of the
Licensed Program released by LICENSOR during said year, and the services described in Para-
graph 15 during said year.
if an Annual Maintenance Charge is payable, the current unaltered release of the Licensed Pro-
gram as provided in paragraph 12, all revisions of the Licensed Program thereafter released by
LICENSOR during the periods) for which Annual Maintenance is to be provided hereunder, and
the related services described in Pazagraph 15 during said period(s) of Annual Maintenance;
3. Term Each license shall commence upon receipt by LICENSEE of any Basic Material or Related Material
and shall terminate according to the provisions of pazagraph 10 or pazagraph 19 or upon the expira-
tion of the applicable term set forth in the above Schedule (which term commences thirty (30) days
after receipt of the Licensed Program); provided, however, if no term is therein set forth, each license
shall terminate upon the termination of its use by LICENSEE in conjunction with the Designated
Computer System, including a redesignation thereof pursuant to Paragraph ?.
If an Annual Maintenance Charge is payable hereunder annual maintenance shall be provided with
respect to each Licensed Program for a period of one year, the initial one-year period to commence
one year and thirty (30) days after date of receipt of the Licensed Program by Licensee and each
subsequent period to commence on the anniversazy date of the initial period if Annual Maintenance is
to be provided thereafter.
4. Charges LICENSEE agrees to pay LICENSOR the Charges set forth in the above Schedule at the rates
specified therein, as follows:
(a) Monthly License Fee -monthly, in advance, commencing thirty (30) days after the date on
which the Licensed Program is received by LICENSEE and thereafter on the first day of each
calendar month until such license terminates. Monthly License Fee for part of a calendar month
will be prorated.
(b) One Time License Fee -Single Payment - in full within thirty (30) days following the date on
which the Licensed Program is received by LICENSEE.
(c) One Time License Fee -Twelve Monthly Payments -monthly, commencing thirty (30~ days
after the date on which the Licensed Program is received by Licensee, and on the first day o each
of the succeeding eleven calendar months (an aggregate of twelve monthly payments).
(d) Annual Maintenance Fee - in full, within ten (10) days following the commencement of the
applicable one year period.
(e) Other One Time Charges - in full, within thirty (30) days following the date on which the
Licensed Program is received by LICENSEE.
In addition to the above charges, LICENSEE agrees to pay promptly for other one time charges, such
as those for machine readable media, incurred in the distribution of the Program Products, not to
include postage and handling.
The term of each License for which a Monthly License Fee is payable shall continue after said
specified period until terminated upon prior written notice at the end of any calendaz month. Written
notice of any such termination shall be given to the other party at least sixty (60) days prior to the
date fixed for termination. During such continuance of the License, Licensor may, from time to time,
increase or decrease the Monthly License Fee for such License to Licensor's Monthly License Fee
(three year term rate) for such License then in effect by giving at least ninety (90) days prior written
notice of such increase or decrease to Licensor, unless a new extended term license agreement is
entered into with Licensor.
Invoices for the charges shall be rendered by Burroughs according to the provisions of this paragraph
and payment shall be made within ten (10) days of receipt of such invoice by LICENSEE. LICENSEE
agrees to pay a late payment charge with respect to each payment in default computed at the rate of
1-1/2% per month on the unpaid amount for each calendar month, or fraction thereof, that such
payment is in default.
5. Additional LICENSEE agrees to pay an additional charge for programming services rendered pursuant to LICEN-
Charges SEE'S request for any modification of a Program Product, which is to enable the Program Product to
perform functions which are not then available as part of the specifications of the Program Product
2
and for any other modification, assistance or support requested by LICENSEE which is not part of
the services LICENSOR has agreed to provide hereunder without charge, including programming and
consulting services rendered related to anon-current or altered Program Product. This provision shall
not constitute an agreement by LICENSOR to render such additional services upon request.
6. License Each license granted under this License conveys to LICENSEE only a personal, non-exclusive, non-
transferable right and license to use the Program Products on the Designated Computer System. Each
license for Related Materials granted under this License conveys to LICENSEE only a personal,
nonexclusive, nontransferable right and license to use the Related Materials in conjunction with the
Licensed Program.
The rights and licenses granted under this License shall extend to all statutory forms of protection
obtained by LICENSOR for or covering Program Products as identified in the Schedule, subject to
the limitations provided in Pazagraphs 8 and 9 of this License.
A separate license is required for each Designated Computer System on which the Licensed Program
in any machine readable form will be used; provided, however, that the License granted under this
license for the Designated Computer System may be temporarily transferred to a back-up system if
the Designated Computer System is inoperative because of malfunction, or during the performance of
preventive maintenance, engineering changes, or changes in features or model, until the Designated
Computer system is restored to operative status and processing of the data already entered into the
back-up system is completed, or to one other system for assembly or compilation of the Licensed
Program if the configuration of the Designated Computer System is such that the Licensed Program
cannot be assembled or compiled on the Designated Computer System. For purposes of this License,
use is defined as copying any portion of the Licensed Program instructions from storage units or
media into the Designated Computer System Configuration for processing.
This License may not be assigned by LICENSEE, and the Licensed Programs or Materials to which it
applies may not be disclosed, sublicensed, published, released or transferred to another by LICENSEE
without prior written consent from LICENSOR.
7. License LICENSEE by written notice to LICENSOR may redesignate the Designated Computer System on
Redesignation which the Program Products are licensed for use and for which a charge is payable hereunder. The
redesignation will be effective in accordance with an Addendum to this License to be furnished to
LICENSEE by LICENSOR subject to the terms, conditions and charges then in effect.
8. Permission a. PERMISSION TO COPY LICENSED PROGRAM PRODUCTS. Any Basic Materials furnished by
To Copy, LICENSOR in machine readable form may be copied by LICENSEE only for use with the Designated
Modify
and Use Computer System and for the following purposes: (1) to enable LICENSEE to understand the
contents of the Program Products or (2) to modify the Licensed Program in accordance with this
License, or (3) for safekeeping and backkup purposes as provided in this License, provided, however,
that no more than three machine readable copies and five printed copies of such Basic Materials shall
be in existence at any one time. LICENSEE agrees that the original copy of all Basic Materials
furnished by LICENSOR and all copies thereof made by LICENSEE are and shall remain the sole
property of LICENSOR.
An original or a copy of the Program Products may be kept in storage at a location separate from that
of the Designated Computer System. LICENSEE agrees to notify LICENSOR immediately in writing
of the location of such backup and safekeeping originals or copy upon request by LICENSOR.
The parties further agree that the terms of this License will also govern the Related Materials, as
herein defined, initially supplied under this License and any additional copies thereof obtained from
LICENSOR at the charges then in effect at the time of shipment.
b. PERMISSION TO MODIFY LICENSED PROGRAM. The pazties agree that LICENSEE shall have
the rig t to modify any Basic Materials supplie y LICENSOR in machine readable form for
LICENSEE'S use under this License, and may combine such with other programs or material to form
an updated work, provided, however, upon discontinuance or termination of rights granted under this
License, the Basic Materials supplied by LICENSOR shall be completely removed from the updated
work and all of such materials and copies shall be returned to LICENSOR or disposed of in accor-
dance with written instructions from LICENSOR.
c. AUTHORIZED AND UNAUTHORIZED USE OF LICENSED PROGRAM PRODUCTS Except as
specifically provided in pazagra~hs 8-a and 8-b, LICENSEE agrees that it shall not copy or modify
any Program Products made available by LICENSOR under this License and that all printed copies of
Basic Materials and Related Materials shall be obtained from LICENSOR.
LICENSEE expressly understands and agrees that an additional license is necessary to use the Pro-
gram Products on additional systems other than that identified in the Schedule herein and that
additional licenses may be required if any additional program products of LICENSOR are to be used
on the Designated Computer System.
LICENSEE expressly agrees to include the LICENSER'S copyright notice and any LICENSOR pro-
prietary notice on all copies, in whole or in part, in any form including machine language form made
y LICENSEE under or in accordance with this License.
LICENSEE expressly agrees that any use not in accord with the foregoing is an unauthorized use of
Program Products.
9. Protection LICENSEE agrees to use the Basic Materials and Related Materials only as provided in this License
and and only during the term of the license granted by this License and further agrees not to provide or
Security otherwise make available any Basic Materials or Related Material, including but not limited to flow-
charts, logic diagrams and source code, in any form, to any person other than LICENSEE'S or
LICENSER'S employees without prior written consent from LICENSOR except during the period
any such person is on LICENSEE'S premises with LICENSEE'S permission for purposes specifically
related to LICENSEE'S use of the Basic Materials or Related Materials and then only on the condi-
tion that such person agrees that the Licensed Program or any part thereof is the property of
LICENSOR and is proprietary to LICENSOR. LICENSEE also agrees that the Basic Materials and
Related Materials are the exclusive property of LICENSOR and are proprietary to LICENSOR and
further agrees to protect the Basic Materials and Related Materials or any part thereof from unautho-
rized disclosure by its agents, employees or customers.
In the event the Category of a Licensed Program is changed, the Monthly License Fee thereafter for
such Licensed Program shall be the standard price of LICENSOR for such Licensed Program in effect
immediately after such change. In no event shall the Monthly License Fee be increased.
17. CPU Serial In the event the serial number of the CPU is not known at the time this License is executed, the serial
Number number will be inserted by LICENSOR on its copy of this License and such serial number shall be the
CPU serial number of the Designated Computer 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
(or, if more than one, the first CPU) installed ready for use pursuant to the Agreements shall be
deemed to be the CPU serial number of the Designated Computer System.
18. Confirmation If any unaltered release of a Licensed Program supplied under this license is demonstrated to Custo-
Of Design mer, by being run on the Designated Computer System or on any similar computer system, and such
Specifications demonstration shows that it substantially conforms to the design specifications established by Bur-
ram such Licensed Program shall be deemed to conform to the desiggnn
h Licensed Pro
h
f
g
roug
or suc
s
specifications. Nothing in the above shall be interpreted to require that any form of demonstration be
necessary before a Licensed Program may be deemed to conform to design specifications.
19. Cancellation Each license granted hereunder may be canceled by LICENSOR, if LICENSEE is in default in
on Defualt payment of any amount due for a period of thirty (30) days or may be cancelled at any time upon
default by the other party of any other covenant of this License ~f such default is not corrected
within sixty (60) days after receipt of written notice thereof, said written notice must set forth these
matters alleged to be in default in detail. LICENSEE'S obligation to pa charges which have accrued
on LICEN-
ancellation thereof u
i
ll
Li
h
f thi
i
h
p
surv
ve c
cense s
a
s
ts breac
o
and damages arising from
clusive but shall be cumulative
d
ll
t b
d
i
h
i
h
'
e
eeme
ex
no
ere
n s
a
ded
S default. The remedies prov
SEE
and shall be in addition to all other remedies provided by law and equity. No delay or omission in the
exercise of any ppower or remedy herein provided or otherwise available to LICENSOR shall impair or
hich must be in
e (
i
l
i
d
t
A
'
u
genc
w
on or
n
ny ex
ens
S right to exercise the same.
affect LICENSOR
writing) shall not otherwise alter or affect LICENSOR'S rights or obligations or be deemed a waiver
thereof.
LICENSEE shall pay all applicable costs and reasonable attorney fees, if permitted, and to the extent
permitted, by law, for the collection of payments and other charges due under this License.
20. Return on Within 120 days after the revision of a Licensed Program and thirty (30) days after the termination or
Termination cancellation for any reason, of a license granted hereunder, LICENSEE shall deliver to LICENSOR all
Basic Materials and Related Materials related to such Licensed Program and all copies thereof in
whichever form, including partial copies which may have been modified by LICENSEE or LICEN-
SOR, and execute the Burroughs Program Products License Certificate of Discontinuance so certi-
fying Upon prior written authorization from LICENSOR, LICENSEE may be permitted for a
spec~f~c period thereafter to retain one copy of certain Materials for record purposes.
21. Limitation A. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR LOSS OF PROFIT OR
of OTHER ECONOMIC LOSS, INDIRECT, SPECIAL, CONSEQUENTIAL OR OTHER SIMILAR
Liability DAMAGES, ARISING OUT OF ANY BREACH OF THIS AGREEMENT OR OF OBLIGATIONS
UNDER THIS AGREEMENT OR THE LICENSE GRANTED OR FOR ANY CLAIM MADE
AGAINST LICENSEE BY ANY OTHER PARTY, EVEN IF LICENSOR HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH CLAIM EXCEPT AS OTHERWISE PROVIDED IN PARAGRAPH 10
(PATENT AND COPYRIGHT INDEMNIFICATION LICENSOR SHALL NOT BE LIABLE FOR
ANY DAMAGES CAUSED BY DELAY IN DELIV RY, INSTALLATION OR FURNISHING OF
THE PROGRAM PRODUCTS OR SERVICES UNDER THIS LICENSE.
B. IF A CHARGE IS PAYABLE WITH RESPECT TO ANY PROGRAM PRODUCTS OR RELATED
MATERIALS LICENSED HEREUNDER, OR IF A CHARGE HAS BEEN ESTABLISHED IN THE
REGULAR COURSE OF BUSINESS BY LICENSOR FOR LICENSING THE SAME OR SIMILAR
PROGRAM PRODUCTS, THEN LICENSOR'S 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 PRODUCTS.
22. General The license(s) granted hereunder shall not be deemed to include or extend to any other software or
other licensed programs of LICENSOR or any part thereof, heretofore, or hereafter released by
LICENSOR, which LICENSOR determines constitutes a modification or improvement of a Licensed
Program licensed hereunder.
10. Patent and a. LICENSOR shall defend or settle any suit or proceeding brought against LICENSEE to the extent
Copyright that such proceeding is based on a claim that Basic Materials or Related Materials made to LICEN-
Indemnification SOR'S specification and used within the scope of the license hereunder constitutes an infringement of
a copyright in the United States or any existing United States patent, provided LICENSOR is notified
promptly in writing and is given complete authority and information required for the defense of
same, and LICENSOR shall pay all damages and costs awarded therein against LICENSEE, but
LICENSOR shall not be responsible for any cost, expense, or compromise incurred or made by
LICENSEE without LICENSER'S prior written consent.
b. In the event any Basic Materials or Related Materials furnished hereunder is in LICENSOR'S
o inion likely to or does become the subject of a claim of infringement of a copyright or patent,
L~CENSOR may at its option and expense procure for LICENSEE the right to continue using said
materials or modify them to make them non-infringing If in LICENSOR'S opinion, neither of the
foregoing alternatives is reasonably available to LICENSOR then LICENSOR may terminate the
license of Basic Materials and/or Related Materials upon 30 day's written notice to LICENSEE. If
however, the Basic Materials or Related Materials is not the subject of a claim of copyright infringe-
ment, LICENSEE may notify LICENSOR in writing during the 30 days after LICENSOR'S notice of
termination that LICENSEE elects to continue using the same until there has been an injunction or
the claim has been withdrawn, and LICENSEE agrees to undertake at LICENSEE'S sole expense the
defense or any action involving such claim to indemnify LICENSOR with respect to all costs,
damages, and attorney fees attributable to such continued use by LICENSEE after such notice is
given to LICENSOR; it being understood that LICENSOR may participate at its expense in the
defense of any such action if such claim is against LICENSOR.
c. LICENSOR shall have no liability for any claim of copyright or patent infringement based upon
use of other than a current unaltered release of the Basic Materials available from LICENSOR if such
infringement would have been avoided by the use of a current unaltered release of the Basic Materials
available from LICENSOR, or uppon use or combination of the Basic Materials with non-LICENSOR
programs not made to LICENSOR'S specification or data if such infringement would have been
avoided by the use or combination of the Basic Materials with any other programs or data.
d. The foregoing states the entire liability of LICENSOR with respect to infringement of any copy-
rights or patents by the Basic Materials or Related Materials or any parts thereof.
11. Responsibilities
of the Parties LICENSEE shall be exclusively responsible for the supervision, management and control of its use of
the Licensed Programs, and/or Basic Materials and/or Related Materials
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 or qualified technical
ersonnel to aid in di
i
d t
i
t
i
f Li
p
agnos
s an
o ass
s
in repa
r o
censed 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.
LICENSEE agrees that it will take appropriate action by instruction, agreement, or otherwise with its
employees or other persons permitted access to Licensed Programs and/or Basic Materials and/or
Related Materials to satisfy its obligations under this License with respect to use, copying, modifica-
tion, and protection and security of Licensed Programs and/or Basic Materials and/or Related Mate-
rials.
12. Delivery LICENSOR shall ship the then current version of the Licensed Programs licensed hereunder on or
about the date specified in the Schedule (which date maybe postponed by LICENSEE upon written
notice sixty (60) days prior to the Scheduled shipment date or sixty (60) days after the date on
which such Licensed Pr
i
fi
t
il
d
bl
b
h
ogram
s
rs
ma
e ava
a
e
y LIC NSOR, w
ichever event occurs last.
LICENSOR does not warranty delivery on such date and is not liable for any loss or damage caused
by a delay in delivery for any reason.
13. Risk of
L LICENSOR agrees to replace, without additional charge to LICENSEE, any Basic Material and
oss Related Material lost or damaged in shipment to LICENSEE. If LICENSEE loses or damages any
Basic Material and Related Material, LICENSOR will replace them, if available, at an additional
charge.
14. Warranty Each Program Product and each release of a Licensed Program will be classified by LICENSOR in
Category A, B or C. LICENSOR reserves the right to alter, modify and change the design specifica-
tions, and category, of each release of a Licensed Program and Program Product.
Each release of a Licensed Program licensed hereunder in Category A or B is warranted to conform to
the design specification for that relea
e
f th
Li
d P
s
o
e
cense
rogram as designated in the applicable
Program Product specification or other similar release issued b
LICENSOR
E
h
l
f
y
.
ac
re
ease o
a
Licensed Program licensed hereunder in Category Cis licensed on an "as is" basis without any
warranty.
This warranty is applicable to each unaltered release of a Licensed Program licensed hereunder
commencing on the date of its delivery to LICENSEE and terminating as follows:
if a Monthly License Fee is payable, ninety (90) days after the date on which the LICENSOR has
released a revision thereof; or
if only a One Time License Fee (single payment or twelve monthly pa ments) is payable, the
earlier of one (1) year and thirty (30) days from the date on which the first release of such
Licensed Program is received by LICENSEE pursuant to paragraph 12 or ninety (90) days after
the date on which the LICENSOR has released a revision thereof; or
if an Annual Maintenance Charge(s) is payable, the earlier of ninety (90) days after the date on
which the LICENSOR has released
i
th
f
f
h
a rev
sion
ereo
or
or t
e period(s) Annual Maintenance is
to be provided hereunder;
upon the termination of the license granted hereunder, whichever event occurs first.
LICENSEE agrees that it's sole and exclusive remedy, if a release of a Licensed Program warranted
hereunder fails to conform to the a
licable d
i
ifi
ti
d L
E
pp
es
gn spec
ca
ons an
IC
NSEE advises LICENSOR
of such failure, as provided in paragraph 15, during the term of the warranty, is to attempt to correct
4
any error, malfunction or defect (as hereinafter defined) in the manner described in the applicable
category in paragraph 15, subject to the terms and conditions for the rendering of services contained
in this License.
EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THERE ARE NO OTHER WARRANTIES
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
The warranty and the obligation of LICENSOR to render services under this License (including
paragraph 15) are conditioned upon (1) the Licensed Programs being used in connection with a
computer system designated in the applicable program product specification or other similar release
issued by LICENSOR and (2) there having been no alterations or modifications to the Licensed
Program by persons other than LICENSOR, which have not been approved in writing by LICENSOR.
For the purposes of this License, the term, "error, malfunction or defect" shall mean only significant
deviations from the design specifications for such release of the Licensed Program as set forth in the
applicable program product specification or other similar publication issued by LICENSOR.
15. Servicing of During the period set forth in pazagraph 2 hereof, LICENSOR will provide the services described
Licensed below with respect to each Licensed Program classified in such category:
Programs Category A (Supported Licensed Program )
LICENSOR will maintain and make available current release of Designated Systems Software.
LICENSOR will maintain each unaltered release of Licensed Program so that it will continue to
be compatible with the then current unaltered released system software which is to be used in
conjunction therewith. Upon notification by LICENSEE, LICENSOR will provide programming
services to attempt to correct any current unaltered release of the Licensed Program which is
shown to contain any error, malfunction or defect within the design specifications. Whenever
practicable, LICENSOR'S system representatives will make a prompt and reasonable attempt to
provide LICENSEE with a temporary proggrram patch to correct and/or program around any error
malfunction or defect. In addition, LICENSOR'S Management System Development Depart-
ments, or other appropriate department, if it deems it necessary or desirable, may thereafter make
available for use by LICENSEE a revised Licensed Program correcting and/or programming
around any such error, malfunction or defect. In addition, LICENSOR will make available during
the term of the license, all revisions thereafter released to Category A Software licensed under this
Agreement.
Category B (Limited Supported Licensed Program )
Upon notification by LICENSEE, LICENSOR'S Management System Development Department,
or other appropriate depaztment, will provide programming services to attempt to correct an
unaltered release of the Licensed Program which is shown to contain any error, malfunction or
defect within the design specifications and/or rogram around the error, malfunction or defect.
LICENSOR, if it deems it necessary or desirable, will make available for use by LICENSEE a
program patch or a revised Licensed Program.
Category C (Non-Supported Licensed Program)
Programming services will not be provided hereunder except for corrections applicable to Licen-
sed Programs formerly in Categories A or B where notice of error, malfunction or defect is
received as provided hereinafter, prior to the effective date of the reclassification of the Licensed
Program to Category C.
LICENSEE agrees to advise LICENSOR in writing of the precise nature of any suspected error,
malfunction or defect and provide LICENSOR with all relevant information upon request in order
that LICENSOR may render the services set forth herein. LICENSOR does not represent or warrant
the service results or that all errors, malfunctions or defects will be corrected.
LICENSEE will provide LICENSOR with reasonable computer time and, at LICENSOft'S request,
run a tracer or monitor for the purpose of determining and correcting any error, malfunction or
defect, or making other changes requested by LICENSEE and agreed to by LICENSOR.
In addition LICENSEE will provide LICENSOR with the "memory dump" and such additional data
as LICENSOR requests in machine readable or interpreted form deemed necessary or desirable byy
LICENSOR in order to reproduce the environment ~n which such Licensed Program operated. If
LICENSOR determines there was no error, malfunction or defect in the Licensed Program, LICEN-
SEE shall ppay for all time and material spent by LICENSOR in attempting to determine and correct
LICENSEE'S problems.
If LICENSOR, in its sole discretion, releases a revision of a Licensed Program, LICENSOR 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.
~ereafter the term "Licensed Program" as used in this paragraph and paragraph 14 (Warranty) shall
refer to the Licensed Program as most currently revised.
If LICENSOR, in its sole discretion, makes available any Licensed Program prior to its official release,
such Licensed Program shall be considered for all purposes as anon-supported Licensed Program,
Category C. No charge shall be made for the license hereunder of such Licensed Program prior to its
official release. LICENSEE agrees to return such Licensed Pro ram and all copies thereof and any
optional material received in connection therewith within thirty ~30) days after the Licensed Program
is officially released and made available to LICENSEE.
The above notwithstanding LICENSOR has no obligations hereunder to maintain, support or correct
any Licensed Program used in conjunction with a computer system other than one designated in the
then current program product specification or other publication issued by LICENSOR.
16. Change in LICENSOR may in its sole discretion change the category of any Licensed Program and/or release of
Category a Licensed Program hereafter without liability to LICENSEE. The warranty with respect thereto and
the services to be provided after such change shall be as set forth in the newly designated category.
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 Licensed Programs. In the event of
such change to Category C, LICENSEE shall have the right to terminate the license without further
liability hereunder upon thirty (30) days prior written notice.
5
~. ~ ~' i'
ASSIGPI~IENT
FOR VALUE RECEIVED, receipt of which is hereby acknowledged, the
undersigned, BIJRROUGIIS COR?'OR~ITTON , hereafter referred to as
Assignor, hereby transfers, sets over and assigns without recourse to
BANK OF A~"iERICA NP_TIONAL TRUST AND SAVINGS ASSOCIATION, hereafter re-
ferred to as Bank, all of its right, title and interest in and to that
certain Lease Agreement with Option to Purchase dated the l~thday of
March 197 3 between Assignor as Lessor and -~ -~ -~ %~ -; ~; -, ~'
CITY 0'~' CHITLA j'TSTA
OF SAN DTFxO COUNTY, CALIFORNIA
as Lessee and all of its right, title and interest in and to the
property therein described and all moneys to become due thereunder.
Assignor represents and warrants to Bank that said Lease Agreement
with Option to Purchase arose out of a bona fide transaction, that it is
valid and enforceable in accordance with, its terms, that Assignor has not
hereinbefore alienated or assigned any of its rights or interests in the
above described lease and that the property described therein is not
subject to any liens or security interests of any kind or nature.
Iv'othing herein contained shall be construed to impose upon Bank
any of the obligations of Assignor under said Lease Agreement with Option
to Purchase.
Dated this 27th day of Mare. - ~l , 1973
~~ ~;.
H. F. Codling' Vice P s. a~d Mir., Bank of 9merica
' ~ Chu a Vista Office
By Yi6E PRESt(?Ei~T~~~AR~FTl~YCr
j "_~-,
N
1•r
N
v
F-+
h•'•
rt
N
N
rn •~
1
Ui
~
7
~
I I
1
C 7n p t
I W ~ 1 ~
C~ 1"t V CYJ
? Cb (i: b ~o ~~
c~ m n tv
t ;v m ra to
~] O 1-t rt
1 O *t rt
~ ~ i
1 W • ~
x G ~ ~
i c
n A.
1 ('~ N N o0
O ~
1 ~
1 ~ N ~
M f''' (D !
D ~r
1 O ~ G N
~ !-~ W
QO 0 1-~
H O ri O
1 H ~ 4D 4-A ~^ ~
O O
1 ~ C? ~ r-1 v~ Cr
1 G ~ ~ w v
W 1-r n o 1~
I
~ N
I C
Y• ~ N ~
1 to N
~ ~S N ~o W
1 W ro ~ ~
I y ["' (D
O ~
1 ~ ~ ~ ~ o w
1 O O o
" ,
-S ~
1 ~ •. rr rt
~ co
I (D r{
fD
1 rn
rt -v,
1 Cn N
O r-t
1 ~ N 1•t
O ~ N
1 d rt C N
1 p• fD ;° W
1 o N o ~
a.
1
O ~4 (D N
i rJ W
~ O O
1 rt ~h M ~
~ ~ ~ yr
i .,C W C O
1
- C7 ~
:~,
.
~ ~
~
1 fD Q,
1 ~
ri
1
1 V .. ~
( ft N
~
1 rt
~ V W
1 N f-+ i
O
1 M ~ ~
~ O ~
1 A rn
pl b
i i•-+ Q' ID ~
µ tD ri 1-' 1
1 7~
E
i !
D
~
1 w ~ G rn
w ~ 1
td w ~
~ ~ O
f fA :v 1
~ V
t r ~ Oo
t9 C w
CA 7 N
N ~
1 + f9 J1 h+ V
!D N 1
1 F•+ t"1 r 1
~ ~ w
i -~ v
-b 'b 00
1 O N `•'
b ~i
1
v.7
~
4'T I to
Y•
H 1--~
1 rt r--1 O o 1-' t
~-' O M
i (D :~ vi 111 4
v ~ ~
1 in U'1 4
-f~ iv t
~~, +~
s ~1 cr+ v I
1 1 1 1
1 J I
~ ~: 1 ~J
J ~~ ~J C3~
x~~_~~
J V
1 1
r-t
i i
J V
J rn
rn ~Irn vim,, ~Iirn r--
1 1 1 7 1 4 1 1
wr-~ wr~ wr~ wr~ 'r1 xi .C ~d
t- 1 r_~ I O 1 O I (D (~ (U W
I v I J I V 1 v rj '.y (U (n
rn~ U~~ ~~~ w~ o w N
ry ~ N
V ~1 V h--~ d
1 I 1 i G
7-' 1~ r/ r--~ 4D
1 I 1 1
v ~ ~ v C7
Ui ~ W W W
(D ~f
ID
to p
.,J W W W W ~I ~
r-~+ t~ r/ t~ ~ W
E-+
-O ~G ~O ~O ~.C7 -~ (n
O O O J rn ~
?~ c~ rn rn rn w p
J v V V ~I C ~
r-~ r-+ 7~ r-~ ~ ~
V N
.fl cb
J7 W
V
S V't
J N
~ rn
N
V
N
V
N W t/
rn r/ rn
N ~O C
.~ o c
C 6~ C'
~ v L
w N o
v iw 1-P Iln
~ U1 O~ O~
~ W t/ rn
~ 1~ ~ l11
~ ~ ~ ~
v, o w
t~ w w w
-J r+ 1-t r
D ~O lfl ~O
~ o o O
r rn rn rn
J ~I v V
-+ N 1~ N
W
rn
O O
o ~
w r/
1-t ~o
~ ~
o rn
rn ~
V O
r-+ ~
n C '.b
'd m ro
n h, p
N• !D rt
~ n w
n n ~
W (U (n
•7~ a
w a
~ n •a
~ O 'U
~ N
rr W
n
w
cr'
~ W fD
f'f•
~ ~ O
rt°
b
AI
f~D O
~ rt
rt w
w ~
f-'
n
x
C
r
t=i
r
1 ~-. C7 by
7-~ b fD PI
1 G M !-•~
~I rt (D P~
W
a Ij n
N f9 (D
,.~ ,-, ,-~ ,-~ ,r m a
A
N O V V ~ n 1"h
O
O O
O ~ V W O O'b ~
.o v v, rn o o rt 1't
rn 1-' ~o ~o O O F'-
O
O~ ~O 7-, O O O ~
lfl h-+ N ~ O O ~
b d
rn rn rn rn rr ~~ G G
1 I 1 1 1 1 t7 ri (p
W W W W r+ r--+ h'• A O
O O O O 1 1 O ~" M d
1 1 1 1 v v G~ iv
V V ~l V W W (n r-
rn U, •~ w m ~
V ~) V ~J h' F--' ~..~ ~'
1 1 1 1 1 1 d ~
r-+ r-t r-~ 1-' r+ 1-~ C (D
1 1 1 1 1 1 ~ W
~1 V V V V V O y
rn v, r w w w t7 a m
w :~
rt
N ~
{!> ti rt
~ Ul Ut lJl ~O ~ .
Vi Ut V1 VI W ,
W W W W ~
` ~ f..
\
GENERAL TERMS AND CONDITIONS
The general terms and conditions contained herein shall be applicable to the fur-
nishing of all equipment and/or related services contracted for by Customer as set forth
in the Agreements between Burroughs and Customer.
1. Period of The Agreements shall become effective as of the date accepted and executed by an
Agreement officer or other authorized representative of Burroughs. The Agreements shall continue
in effect until terminated by the termination of all agreements made a part of the
Agreements according to their terms.
2. Taxes Customer agrees to pay Burroughs, in addition, any tax (exclusive of taxes based on
net income and personal property taxes for leased equipment only) on the Agreements,
on or measured by the prices and/or other charges therein or the equipment, program
products and services furnished thereunder or their use, however designated, levied or
based, whether or not specifically included in the pricing breakdown in the Agree-
ments, whenever Burroughs must itself pay and/or must collect such tax from
Customer according to the applicable statutes or ordinances, as interpreted by the
departmental authorities of the taxing unit. It shall be Customer's sole obligation after
payment to Burroughs to challenge the applicability or propriety of any such tax by
contact with or action against said taxing unit. Customer shall reimburse Burroughs for
any penalty or interest incurred by Customer's failure to timely pay such taxes. Bur-
roughs agrees to refund any tax collected which it is subsequently determined need not
have been paid and/or collected and for which a credit or refund has been obtained
from the taxing unit.
3. Patent a. Burroughs shall defend or settle any suit or proceeding brought against Customer
Indemnity based on a claim that any device made to Burroughs' design and furnished hereunder
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 of same, and Burroughs shall pay all damages and costs awarded therein
against Customer, but shall not be responsible for any cost, expense or compromise
incurred or made by Customer without Burroughs' prior written consent.
b. In the event any device furnished hereunder 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 said device, or
modify it to become non-infringing, but in the event Burroughs is not reasonably able
to modify or otherwise procure for Customer the right to continue using it, Burroughs
will remove such device and refund to Customer the amount paid in excess of a
reasonable rental for past use.
c. Burroughs shall not be liable for any infringement or claim thereof based upon any
of the following: use of the device in combination with other devices or with software
not supplied by Burroughs, or with modifications made by Customer.
d. The foregoing states the entire liability of Burroughs for all loss and damage whatso-
ever to Customer arising from patent infringement.
4. Destination Burroughs will arrange for transportation and drayage to (and in the case of leased
Area equipment, from) the premises at which the equipment is to be located, and Customer
Transportation shall pay transportation and drayage charges (Destination Area Transportation Charge)
Charge in accordance with Burroughs standard policy governing such charges in effect at time
of delivery. In the event delivery to (and from) the installation site within the Custo-
mer's premises cannot be made with equipment normally employed by the carrying,
drayage or household goods van lines, any special rigging (including the cost of insur-
ance to cover the exposure of loss or damage to the equipment during rigging or other
equipment handling operations) or any similar costs concerning movement into or
within the building shall become additional, separate charges to Customer according to
Burroughs standard policy covering such special circumstances in effect at the time of
delivery.
2
Burroughs Corporation
_~
BUSINESS MACHINES GROUT'
AGREEMENT FOR B~JRROUGI-IS EQTJIFMENT
AND RELATED SERVICES
Customer
CITY QF CHULA_ VISTA
(Firm Name 1
---- -_ _ -!~th__APtD__DAV7DSOV _- _ _ -- - - -
(Number) (Street )
-- CHULA _ VITA;-- -- -- CAL_IFOR~JIA,. _--- _ - 9241Q _-_ _
(City) (State? (Ltp Code)
Burroughs Corporation, Business Machines Group, Burroughs Place, Let,roit, i'~~lic?Iigat~
48232, hereinafter referred to ag "Bua-roughs'°, by its acv-epiancc bet~eof, agrees -ter
furnish to the above-named Customer, who aa*rees to accept, the rsquiprzaeni andlc~r
related services contracted for by Customer as set forth ~n the attached agreement,,
specifically identified below, eacr of v~rhich is incorporated its and made a tart of this
agreement by this reference (collectively referred to as "Ab errnents"}:
FORM NO, INITIAL. TT'l'I.E 04~' T)f~:SIGtiA~I'F.L~ AGT?~El<,1~11~NT
3685 General 'T'erms and C;c;n4:iitio„s
_~_-6__
_PR4~~M _~'_R~(LC~S _ ~IC~DIS~--____------__ _ .-- -
The Customer agrees that the Agreements constitute the entire agreement, under-
standing and representations, expressed or implied, between tl-~e Customer and
Burroughs with respect to the equipment, and/or related services to be famished
thereunder and that the Agreements supersede all prior communications between the
parties including all oral and wnttes: proposals.
ACCEPTEI? BY : AGREES '~I O:
Burroughs Corporation CITY OFCHULA_VISTA__________-_
Business Machines Group
By
Authorized Signature
By
A~xt.t~oa°ized Signature
Title
Title
PRINTED IN U.S.A.
Date
Date
MKT 36t~6 (5/72)
5. Installation a. Customer requires that Burroughs installation services shall include all wiring, assem-
bly, and connection of all internal cabling, all wiring and cabling carrying direct cur-
rent, all wiring and connection of data communication cables and cables carrying
information signals, the assembly and erection of all "garage houses", all wiring and
cabling of alternating current within the system beyond the input circuit breaker; but
shall not include the installation, supply or connection of external electric alternating
current. The Customer shall be responsible for the installation of, and provide connec-
tion of, all external electric alternating current supplies meeting Burroughs electric power
requirements from the main power source, either through conduit to the input circuit
breaker or through flexible cord extending to within fifteen feet of the location of the
equipment, whichever method is designated by Burroughs. Other than the foregoing,
Burroughs installation services shall be limited to the assembly, adjustment and testing
of equipment and shall not cover supply or connection of electric power or other
utilities or auxiliary facilities.
b. Installation facilities must be in accordance with Burroughs installation require-
ments and shall be ready to receive the equipment at the time scheduled for delivery.
Environmental conditions must be in accordance with Burroughs' specifications and be
continuously maintained by Customer.
c. The Customer shall provide adequate working space within reasonable distance of
the equipment for use of Burroughs Field Engineering personnel. Customer shall also
provide adequate facilities for storage and safekeeping of test equipment and spare
parts of Burroughs, if required.
d. The requirement for service on the equipment or the need for an extended period
to complete training on applications and programming on equipment shall not justify
failure of Customer to comply with its payment commitments hereunder. Burroughs
shall deliver, install and service the equipment as promptly as reasonably possible, but
shall not be held liable for damages resulting from delays in training, programming or
rendering of service.
6. Limitation of IN NO EVENT SHALL BURROUGHS BE LIABLE FOR LOSS OF PROFITS OR
Liability OTHER ECONOMIC LOSS, INDIRECT, SPECIAL, CONSEQUENTIAL, OR OTHER
and Remedy SIMILAR DAMAGES ARISING OUT OF ANY BREACH OF THE AGREEMENTS
OR OBLIGATIONS UNDER THE AGREEMENTS.
BURROUGHS SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY
DELAY IN DELIVERY, INSTALLATION OR FURNISHING OF THE EQUIPMENT
OR SERVICES UNDER THE AGREEMENTS.
It is understood that Customer assumes full responsibility for the over-all effectiveness
and efficiency of the operating environment in which Burroughs equipment and soft-
ware are to function, as well as responsibility for the cooperation of its personnel.
No action arising out of any claimed breach of the Agreements or obligations under the
Agreements may be brought by either party more than two (2) years after the cause of
action has accrued.
7. General a. Burroughs may assign the Agreements and convey its interest in the equipment, or
assign the right to receive payments thereunder, without the Customer's consent, pro-
vided that Burroughs obligations hereunder to Customer shall not in any way be
diminished. Except as provided herein, the Agreements cannot be assigned.
b. All program products made available by Burroughs to Customer, including program
products jointly developed by Burroughs and Customer, shall be subject to the terms
and conditions of the program products licenses. Customer shall be responsible for
determining appropriate use and limitations of the program products in its operations.
Except with respect to rights previously granted Customer under an agreement with
Burroughs, Customer agrees that no Burroughs program products normally furnished by
Burroughs under program product licenses will be used on equipment furnished under
3
the Agreements unless such program products are included in a program product license
with Burroughs. The parties agree that Burroughs shall incur no liability with respect to
program products not included in said Licenses.
c. The counterpart of the Agreements executed by Customer and held by Burroughs
shall be considered the original and shall be the definitive Agreements in case of a
variance between it and any other executed copy,
d. No modification or amendment to the AgreernE~nts and rao waiver of any of its
provisions or conditions shall be valid unless in writing and signed by an officer or duly
authorized representative of the Customer and Burroughs. The terms and conditions of
any written order or other instrument heretofore or hereafter issued by Customer
relating to the furnishing ox equipment and/or services contracted for under the Agree-
ments shall not be binding on Burroughs and shall be null and void except as otherwise
specifically provided in the Agreements.
e. The laws of the State of Michigan shall govern as to the interpretation, validity and
effect of the Agreements and any amendments and modifications thereto.
4
-~ ~~~
UI1l1NIMOUS CONSENT FORDS
IT IS HERFnY REQUESTED by the undersigned that the following
item, with the unanimous consent-of the City Council of the City of
Chula Vista, be considered and acted upon by the Council pursuant
to the provisions of Section 1.16 of the Chula Vista City Code.
Resolution -Approving Agreement Between the City and Burroughs
Corporation Amending Agreement for Lease of a B2510 Computer
-;
"/~ Y...~ r..% / 0
- - ignature
Unanimous Consent of^the City Council, as indicated by the following
si tures
.~•
~ ~ ~
~-
;,,,$ ~ f
c'C r"~ Gl~~ z_~--Q-~--z-~~/~'z-FLT-•.-.,,,-.,.--j`^/ , Y
,.. .. ~°°:,. .y~.
..
..
-~~..~ 4, ._ , e-
~-t.. ~ ~ G; ~.,.
,-
..
~. -c
` -_F-!-C.~.
,~,..,~,.~ , L ~' -t. t. r.-, _-.- .
- ." ~ ~x ~F ,.'cgs!, ~d r,. ~' ~-
~ '' /~ ~~.. r 4
_-_ / r
a- `~ f
t
z: -
~ ~..~ f ~ - . c. ~
,-~l _ ~ ~ / , ~ r
Gx-~~~ ~ {
.... s
-~
~_ ~ f ~.
r 0
L,,~ ,
r- ~ ~ f ~ ~ f. ~ ..--. ~~~-.~ ~-C..~
,~.
-L- L ~ ~ ~,.. ~~ r .,~t ,t ~ A ~ ~ ~ ,. ~r
•. ~~d /
r
- ..'
,. / .
- ~ '~' ~ ,r
._ '.,C e.. ~ ~ .fin.
1 •~
_~ t -. `~